Toshirô Mifune

December 13, 1941. One week after the Japanese attack on Pearl Harbor, and on a beach in northern California, a young woman, part of a 'Polar Bear' swim club, goes for a swim in the ocean alone and naked to only to find a Japanese submarine surfacing under her. She holds on to the periscope as it rises. The submarine is the I-19, and the sub commander Akiro Mitamura (Toshiro Mifune) with some of his crew arrive out on deck to survey the coastline. Accompanying them is a hard-line German naval captain named Wolfgang von Kleinschmidt (Christopher Lee). Commander Mitamura tells Von Kleinschmidt that he has crossed the Pacific Ocean with the intent to destroy something honorable on the U.S. West Coast since missing the other activities the Japanese Navy has done in the past week. The bickering German officer agrees and suggests that they travel south along the coast to a place called Hollywood located on their chart map and hope to evade detection. As the submarine prepares to submerge, a Japanese crew member looks up at the naked girl clinging to the periscope, and yells: "Hollywood! Hollywood!" At this point, the submarine crew realizes they have arrived where they intended to be, and the vessel submerges once again while the girl swims to safety. Meanwhile in Los Angeles, dishwasher Wally Stephens (Bobby Di Cicco) tells his co-worker Dennis Desoto (Perry Lang) about his plans to enter a dance contest with his ex-girlfriend Betty Douglas (Dianne Kay), against her father's wishes. Tank crew chief Sgt. Frank Tree (Dan Aykroyd), along with his crew Private Foley (John Candy), Private Reese (Mickey Rourke), Private Hinshaw (Walter Olkewicz), and Corporal Sitarski (Treat Williams) are also at Wally's restaurant having breakfast. Sitarski takes an instant dislike to Wally after they meet when Wally serves him some coffee and a scuffle breaks out as Sitarski used to be a police officer before he was drafted and recognizes Wally who served time in a juvenile hall for auto theft. The fight is broken up by Sgt. Tree who takes his men out of the diner. Wally tries to persuade his boss to let them have the night off, but when his boss refuses and Willy keeps badgering him for the night off, both Wally and Dennis get fired from their jobs. Across town, Betty Douglas, along with her friend Maxine (Wendie Jo Sperber) are in training as taxi girl dancer for an upcoming USO show at the local nightclub that has been taken over under the tutelage of USO liaison Mrs. Fitzroy. Wally and Dennis go to a local department store where Wally tries on a zoot suit to wear and seeing that he doesn't have the money to pay for it, he has Dennis sound an air raid siren in the store. In the resulting panic, Wally walks out of the department store wearing the zoot suit, while Dennis has a run-in with two attractive looking twin ladies whom he pretends to help them out. Meanwhile somewhere in Death Valley California at 12 noon, Captain Wild Bill Kelso (John Belushi), a manic US Army Air Force officer lands his stolen Curtis P-40 fighter to refuel at a local gas station where he claims to the gas matron and the patrons that he's tracking a Japanese air squadron. But when he takes off after his plane is re-fulled, he accidentally blows up the gasoline station when he drops his lighted cigar. Back in Los Angeles, the stuffy Major General Joseph Stilwell (Robert Stack) attempts to bring order to the hysteria and insanity gripping the region, while the general's new secretary Donna Stratten (Nancy Allen) as well as his assistant Captain Loomis Birkhead (Tim Matheson) have other ideas. Birkhead takes an instant liking to Donna and after learning from a colleague that Donna will only respond when she is aboard an airborne plane. At a nearby airbase, while General Stilwell gives a press conference about the impossibility of the Japanese bombing Los Angeles, Birkhead approaches Donna and takes her into the cockpit of a nearby B-17 bomber where he attempts to seduce her by simulating the plane taking off and flying. But Donna stops him by saying that it's not the same thing as being airborne and will only respond to his sexual advances in a real airborne plane. When Birkhead refuses to back away from her, she punches him, he falls back and accidentally releases a bomb door lever in which a large bomb drops out and rolls towards General Stilwell and the press conference and a panic ensues when the rolling bomb hits the stand and detonates. But all the people run to safety before it explodes. At the Douglas family home on the coast, Wally arrives to meet with Betty in his newly stolen zoot suit to ask her out, but she tells him that the club has been taken over by the USO and is accessible only to servicemen. Wally is confronted by Mr. Douglas (Ned Beatty) and his wife Joan (Lorraine Gary), where it's revealed that they are still angry at Wally since he stole and previously destroyed their car during a date he had over one year ago with Betty which landed him in jail. Betty and Maxine fall into a pit which was dug by Mr. Douglas three obnoxious and bratty younger sons whom have also gotten caught up in the war hysteria. Soon after, Sgt. Tree and the tank crew arrive to deliver a large AA gun to the Douglas property, where Corporal Sitarski also spots Betty and takes a liking to her as well. However, Maxine also spots Sitarski and takes a liking to him too, which he declines the overweight lady's offer to attend the USO show with her. When Wally attempts to persuade Betty to accompany him to the dance anyway, Sitarski and the tank crew beat up Wally and throw him in the back of a passing garbage truck. Nearby, at the home of Mr. Douglas neighbor Angelo Scioli (Lionel Stander), he has built an armored car against the protest of his nagging wife. Angelo, a former serviceman having joined the Civil Defense Force, persuades his friend Claude Crumn (Murray Hamilton) to take his friend Herbie (Eddie Deezen) to perch themselves atop a Ferris wheel at a local Santa Monica pier that Angelo owns to be air raid spotters. With rifles in hand as well as binoculars, and a telephone, Angelo puts them in on one of the Ferris wheel carts and moves the wheel to the top where Claude and Herbie will spend all day to look for approaching Japanese planes. Claude and Herbie do not get along at all because of Herbie's nagging and eccentricity, which makes matters worse when Herbie brings along a ventriquilist dummy with them where he also talks though the obnoxious and ratting dummy. Meanwhile, Japanese submarine becomes lost trying to find Los Angeles when the ship's compass is broken. Commander Mitamura sends a landing party ashore where they capture a local timber merchant, Hollis "Holly" Wood (Slim Pickens). Despite the language barrier, since none of the Japanese crew, nor Von Kleinschmidt speak any English, Hollis knows that he's a prisoner, but he also slow to understand of their destination. Upon a search of his belongings, one Japanese crewman discovers a small compass in a box of Cracker Jacks that he has. But Wood grabs and swallows the small compass rather than let it fall into the hands of the Japanese. The Japanese spend several hours torturing him by forcing him to drink prune juice to make him defecate the compass. But Wood manages to turn the tables on his captors where he manages to escape and swim ashore. In Los Angeles at nightfall, Wally arrives at the nightclub where he and several Latino zoot suit members are kept out of the nightclub by the military guards posted there. Just then, Sitarski arrives with Betty as his date and forces the guards to keep Wally and the rest of the zoot suits out. When Wally sees Dennis dressed as a sailor with the twin ladies at his side going into the USO club, he gets an idea. Wally knocks out a Shoreman Patrol officer, steals his uniform, and gains access to the nightclub where he tries to get Betty's attention by bringing her onto the dance floor. But a while dancing up a storm with Betty, gaining the attention of the MC as well as a Hollywood talent agent, a huge brawl erupts when Sitarski begins a fight with Wally, and the underwear clad Shore Patrol officer arrives which leads to a huge riot out on the streets. When Captain Birkhead learns from General Stilwell about the renegade Colonel "Madman" Maddox (Warren Oates) isolating himself at the Barstow Air Force base and having airplanes, he gets the idea of going there with Donna and stealing a plane to fly and to seduce Donna. While Stilwell goes to the local theater to watch the feature film 'Dumbo', Birkhead and Donna drive to the Barstow airbase where they nearly get shot by the lunatic Maddox's solders whom he has told that every person approaching the base is a Japanese. But both Birkhead and Donna are disappointed when Colonel Maddox tells them that he has no bombers or fighter planes at the base, only an old C-47 transport plane, which Birkhead is happy to take on the ruse that he intends to fly over Los Angeles to spot any Japanese airplanes. But when Birkhead and Donna manage to take off, they realize that the plane they are flying in does not have a radio and they have no way of contacting anyone on the ground. Shortly afterwards, Wild Bill arrives with his P-40 to refuel and learns from the insane Maddox about spoting Japanese planes all over the place. As Wild Bill prepares to take off again, Maddox asks him to fire the guns from his plane just to listen to the gunfire. Wild Bill does, and in so doing, shoots up part of the airbase's buildings, and also cutting the telephone lines, which now means that Maddox and his men have no way of contacting Civil Defense in Los Angeles to inform them about Birkhead and Donna's airborne plane, or of Wild Bill's plane as well. Back in Los Angeles, the riot between the Army soldiers, Marines, sailors, and zoot suit guys is getting worse when Sgt Tree arrives in his tank with his crew, along with the latest addition, the Negro Private Ogden Johnson Jones (Frank McRae) to disrupt the riot and he gives a speech to the rioters about them turning against each other in this time of war. Just then, Los Angeles goes to Red Alert when the Civil Defense radar stations spot an "unknown aircraft" in the air. As Birkhead and Donna fly over Los Angeles just as he finally begins to seduce her, civil defense AA batteries open fire at their plane. The chaos continues as Wild Bill flies in and joins in the chase. Wild Bill manages to hit Birkhead and Donna's plane which crash lands into the La Brea Tar Pits area. Meanwhile, Ward Douglas spots the Japanese submarine lurking off shore near his home and decides to use the AA gun left behind by Sgt. Tree to fire at it. On top of the Ferris wheel, Claude and Herbie also spot the submarine, but they accidentally drop their telephone to the ground and have no way to contact anyone. So they open fire on it with their rifles, keeping the Japanese crewmen pinned down and creating some panic for them. But Claude and Herbie accidentally shoot at Wild Bill's plane that flies overhead after mistaking it for a Japanese Zero fighter. Wild Bill's plane comes crashing to the ground at Hollywood Boulevard where he gets out and tells everyone about spotting a Japanese submarine off shore. Wally hears this and when Sgt. Tree accidentally hits his head, Wally, with Betty in tow, commandeers the tank and rides off to where Wild Bill told them about the sub's location. Left behind, Sitarski and Maxine hitch a ride with Wild Bill riding on a motorcycle and a chase through the streets begins with Wally riding the tank over a few cars and even shooting up a policeman's car after recognizing the officer as the man who arrested him. The tank crashes though a paint factory and then a turpentine factory. Meanwhile, Ward Douglas begins firing at the Japanese submarine, but destroys his house in the progress with his bad aim. When Angelo sends one of Ward's sons to the pier to rescue Claude and Herbie stuck in the Ferris wheel, the brat accidentally turns on the entire lights for the amusement park..... illuminating it for the I-19 Japanese submarine. "Fire at the industrial structure!" yells Mitamuro. The I-19 begins shelling the amusement park, not realizing its little-use potential. The Ferris wheel is hit which rolls down the pier and into the water. Claude and Herbie (as well as the dummy) manage to swim ashore. But the nervous and bickering Captain von Kleinschmidt has had enough and wants to submerge, and he draws a gun on Mitamuro. But Mitamuro overpowers the German officer and throws him overboard. Kleinschmidt manages to swim ashore where he is later captured by Hollis Wood himself (the only U.S. "victory" of the movie). When Wally and the tank crew arrive at the amusement park and drive onto the pier to open fire on the I-19. The Japanese sub turns toward the shore and fires a torpedo at the pier, destroying it and sending the tank and all its occupants into the water. Wild Bill drives his stolen motorbike onto the pier just as it collapses into the water. Deranged to the last, Wild Bill swims to the submarine and boards where he is captured by the crew. Commander Mitamuro, believing that his honorable mission has been accomplished, orders his crew to submerge and return home with their prisoner of war Wild Bill, who undaunted, he declares, "Turn this tub around! You're takin' me to Tokyo!" The following morning on Sunday December 14, General Stilwell arrives at the devastated Douglas home where he is informed by Sgt. Tree, Wally, Betty, Claude, Herbie, Dennis, plus the entire tank crew about their harrowing experiences the night before. Also in custody with Stilwell's men is Birkhead and Donna, as well as Sitarski and Maxine, as well as the captive Captain von Kleinschmidt with his former captive-turned-captor Hollis Wood, and Colonel Maddox in a straightjacket on his way to the local funny farm. Ward delivers a short and inspirational speech to those present, vowing that Christmas will not be ruined; to punctuate his point, he nails a wreath to his front door, jarring the unstable house so that it collapses and slides into the ocean. The amused Stilwell mutters, "It's gonna be a long war," and walks away as everyone begins arguing and fighting in front of the foundations of the destroyed Douglas home.

On April 18, 1942, during World War II, a squadron (16 planes) of B-25 bombers (The Doolittle Raid) from the USS Hornet launches a lightning raid on Tokyo. The strike stuns the Imperial Japanese Navy and its commander Admiral Yamamoto (Toshiro Mifune). With hard evidence of the threat posed by the carriers of the American Pacific Fleet to the Japanese home islands, Yamamoto devises a plan to lure out the American fleet and destroy it once and for all by forcing it to sortie against the invasion of Midway Island. At Pearl Harbor, Captain Matt Garth (Charlton Heston) is tasked with gauging the progress of decryption efforts at Station HYPO, headed by Commander Joseph Rochefort (Hal Holbrook), which has partially cracked the Japanese Navy's JN-25 code (they have cracked 10% of the code), indicating that a major operation will soon take place at a location the Japanese refer to as "AF". The US only have 4 carriers and need time to build more. They are concerned that Yamamoto will strike back, due to the Doolittle raid. Rochefort says the Japanese are planning an attack in Coral Sea and give Garth a list of ships they will be using for the attack. Garth is also asked by his son, naval aviator Ensign Tom Garth (Edward Albert), to help free his girlfriend Haruko Sakura, an American-born daughter of Japanese immigrants, who has been interned with her parents, by calling in favors to have the charges against the family dropped. Yamamoto and his staff present their plans for Midway to the commanders (on his flagship battleship Yamato) who have been chosen to lead the attack - Admirals Nagumo (James Shigeta) and Yamaguchi (John Fujioka) of the Japanese carrier force and Admiral Kondo (Conrad Yama) of the invasion force. Kondo is not happy with the plan devised by strategist Captain Kameto Kuroshima (Seth Sakai). The plan calls for Nagumo's carrier-based planes to destroy Midway's US defenses, before Kondo can land his invasion forces there. But the land-based carriers of the US at Midway have a range of 400 miles more than the carrier based planes that Nagumo has. The Jap carriers will be destroyed, if they are spotted. Vice Admiral Boshiro Hosogaya (Dale Ishimoto) wants more time to study the plan and suggests postponing the decision till after Coral Sea. Yamamoto is convinced that the only way to defeat US is to strike now when they are weak. After the inconclusive Battle of the Coral Sea (US lost one ship and sunk one Jap light carrier and some smaller ships. Carrier Yorktown was heavily damaged), Rochefort uses a simple ruse to confirm that "AF" is Midway (He gets the Midway unit to transmit a fake message, which he knows will be picked by the Japanese. Once the Japanese transmit over their radio, they identify the location as "AF", thus confirming that its Midway). Now knowing the location and roughly the date of the attack, Admiral Nimitz (Henry Fonda) and his staff prepare a trap of their own. Captain Vinton Maddox (James Coburn) is the US naval strategist who says that the midway plan is a Jap ruse to divert forces from Hawaii. Maddox says that the safe play is to defend Hawai and give up Midway. Rochefort informs Nimitz that the Japanese have changed the JN-25 code. it will take 2 months to break it. US is now blind. Yamamoto lays out the plan. Hosogaya will attack the Altusian Islands to divert Nimitz's attention away from Midway. 24 hours later, Nagumo will attack Midway and Kondo will move in with his invasion force. Vice Admiral William F. "Bull" Halsey Jr. (Robert Mitchum) would be leading the US fleet, but it would take them 48 hours to get there. By which time, Nagumo would be ready for them. Unknown to them Halsey was injured at Coral Sea and is hospitalized in Hawaii. Rear Admiral Raymond A. Spruance (Glenn Ford) is the replacements, and the Japanese are unfamiliar with his battle tactics (Ray is a cruiser commander and he got the job only because Halsey was asked to recommend his own replacement). Yamamoto is aboard the Akagi (Rear Admiral Ryunosuke Kusaka (Pat Morita) is Yamamoto's COS). Lieutenant Joichi Tomonaga (Sab Shimono) is the air commander filling in for Fushida (who led the air raid on Hawaii), as he is in sick bay with a flu. The carriers USS Enterprise and USS Hornet, augmented by a hastily repaired USS Yorktown that had been damaged at Coral Sea, will sail to a point north of Midway and lie in wait for the Japanese fleet (Raymond plans for a contingency just in case the Japanese are going for Hawaii again). Meanwhile, Matt has been unsuccessful in freeing the Sakuras, infuriating Tom, who ships out on his carrier. The Japanese had sent 2 scout planes to check for the US fleet at Pearl Harbor, but it could not complete the mission as it could not be refueled due to the presence of an enemy ship at the rendezvous point. Yamamoto is advised not to break radio silence to speak with Nagumo and continue as planned. Meanwhile Nagumo is unaware of the failure of the scout planes and since he didn't hear from Yamamoto, he assumes that the US fleet is still at Pearl Harbor. The battle begins on June 4 as Nagumo's carrier force launches its air attack on Midway Island. Nagumo is not sure of the position of the US fleet and holds back half his planes and the best pilots. Kusaka protests, but Nagumo is adamant. The American base is attacked, but the airstrip remains usable, meaning Midway can still launch aircraft. The Japanese carriers are then spotted by American scouts (The US ships had spotted Kondo's invasion force but had still no clue of Nagumo's carrier strike force. So, Raymond launches a second strike of seaplanes to look for the carrier behind a storm front that was hitting Midway). A massive aerial force is launched from the American carriers. Meanwhile Nagumo is elated that the first strike on Midway is a success and Kusaks convinces him to launch the 2nd strike by arming them with contact bombs instead of having them armed with torpedoes against enemy carriers. Meanwhile, Nagumo is shocked to learn of a sighting by a scout plane of an American carrier, throwing his plans into disarray as he orders that the next strike wave (which was being rearmed with bombs for an attack on Midway) be rapidly re-armed for an attack on the carrier. He has to wait more as the returning planes from the first strike on Midway are near empty on fuel, and Nagumo orders them to be recovered before launching the strike against the US carriers. Raymond has intel on only 2 enemy carriers and knows 2 are still missing. He takes a gamble and launches 114 aircraft against the 2 knows carriers. But due to Enterprise and Yorktown waiting to recover their scouts, only the torpedo planes are launched, and the fighters and bombers are delayed by a few minutes. Torpedo bombers from Hornet are the first American planes to locate the Japanese fleet. With fuel running low, they attack without fighter protection and are slaughtered by the Japanese Combat Air Patrol. Tom is severely burned when gunfire starts a fire in his cockpit. The Japanese fighters, however, are drawn down to wave-top altitude by the low-flying torpedo planes, leaving them out of position when dive-bombers & fighters from Enterprise and Yorktown arrive. As the Japanese are preparing to launch their second wave, the American bombers attack and reduce three of the Japanese carriers - Akagi, Kaga and Soryu - to burning wrecks within minutes. The remaining Japanese carrier Hiryu immediately launches aircraft. Following the returning American bombers, they soon discover Yorktown and inflict severe damage. The crew manages to bring the fires under control as a scout plane reports that Hiryu has been spotted. Below decks, Matt meets Tom and reconciles with him. Due to a shortage of pilots, Matt joins the counterattack against the Japanese carrier just before its second wave of aircraft strikes. Yorktown is soon burning, and the order is given to abandon ship. But the Japanese think they have sunk a 2nd carrier, not knowing that they just hit the Yorktown once again. Hiryu is sunk, dealing a fatal blow to the invasion. The American planes return to Enterprise and Hornet, but Matt, his plane badly damaged, is killed during landing. Yamamoto receives news of the loss of all his carriers. The admiral orders a general withdrawal as he contemplates how he will apologize for his failure to the Emperor.

Drivers are introduced with their back stories at the starting grid of the Monaco Grand Prix. They're off!. Jean-Pierre Sarti (Yves Montand) leads Scott Stoddard (Brian Bedford), Pete Aron (James Garner) third. Pat Stoddard (Jessica Walter)gets out of bed hungoverand looks down at the racing cars from her high balcony. Hugo, an older gentleman friend arrives to escort her to the winner's circle. Pat had partied hard with two Greeks and ouzo while her huband Scott had gone to bed early. Stoddard pushes and passes Sarti for the lead leaving the others behind as they begin to lap the backmarkers. Nino Barlini (Antonio Sabato) passes Aron for 3rd. Pete Aron in the 11 car Jordan-BRM is having problems with his gearbox and gestures to his pits. He slips to 5th and pits. Team owner/Manager Jeff Jordan (JaCK Watson) angrily tells him to get back out despite a faulty transmission. Aron exits the pits in front of his teammate Scott Stoddard in the 12 car. Despite being a lap down and with a wonky car Pete doesn't pull out of the way, Jordan is livid as he sees the cars pass the pits. Aron ignores the blue flag order. Coming to the chicane Aron's car slips a gear, he raises his arm but too late, the 12 car rams him from behind. Stoddard is sent into the runoff haybales while Aron is pushed into the harbour. Stoddard is badly hurt and Arons swims to safety. Jordan is furious and calls Aron a liar and a coward. In the hospital Stoddard is bandaged from head to foot. Jordan peevishly tells Pat she got what she wanted, Stoddard is finished as a driver. Meanwhile Sarti wins the race. In a hotel room after the celebrations a weary Sarti has a chat with Aron, Pete tries to explain what happened. At night the 11 car is hoisted from the harbour. Pat sits by her unconscious husband, she gently kisses the sleeping man and tells him softly she knows he will drive again somehow, but she has had enough. She leaves quietly as Stoddard stirs. Aron then comes to the room and sees Scott crying. In a posh reception area Hugo greets American journalist Louise Frederickson (Eva Marie Saint). Sarti arrives wearing a tuxedo and is introduced to Louise. Jean-Pierre charms the woman and the two go outside for a quiet talk. Louise is doing a story for a fashion magazine. Sarti recalls Louise had written an article about his wife Monique, who is from an auto company family but never comes to races. The two browse in an old car museum, Louise admits she has never seen a race before. Sarti invites her to another party that night. At a disco young people shake their booties to pop music. Nino Barlini arrives on a motorcycle and spots the bored but gorgeous, leggy blonde Lisa (Francoise Hardy). Nino goes to chat her up. Pete visits the Ferrari factory in Modena to talk to Agostini Manetta, asking to drive for them again. Manetta refuses partly because of how Aron left the team three years earlier, he also says Aron is reckless and not a winner. Stoddard is transferred by ambulance back to the UK, reporters crowd around him on the gurney. A reporter asks about a rumoured divorce but Jeff says it's not true. In the hospital Scott tells Jeff he wants her back. Pat is a fashion model doing a shoot at the Ferrari garage. Louise is there too and greets Jean-Pierre. The two Ferrari cars come out onto a city street to cheering onlookers. At the French Grand Prix Pete is now in a burgandy blazer as a TV commentator. In the pits Lisa is now an enthusiastic pit babe hanging close to Nino. The drivers kibbitz with Pete. The famous Japanese industrialist Izo Yamura (Toshiro Mifune) arrives by limo. Pete introduces himself to the Japanese car owner, but can't arrange an interview. Scott watches dismally as Pat is being interviewed on TV, she denies any marriage problems. Pete chides her off camera for the obvious lies. The others discuss the Stoddards' not exactly fairy tale marriage. Sarti and Louise have lunch together. Pete then sees Pat sitting alone on the bleachers and goes to apologize but still manages to insult her. At a quiet stream, Jean-Pierre gives Louise fly-fishing lessons. Sarti talks about his marriage. Nino and Lisa are in a pedal boat nearby. Louise is not married as she likes to be free and independent. The cars whiz by the French fans, Louise is in the crowd and excited by the spectacle. Sarti in the #6 Ferrari cruises to a win. Pat sits with Pete in a bar as they hear the French anthem. Pat tries to break the ice between them and asks for a lift. In a Mustang Aron drives quickly as Pat admits she has left Scott and why she did so. On a hillside viewpoint Jean-Pierre and Louise look a the scenery, Sarti tries to encourage her to stay in Europe for a while longer. He invites her to join him at a place near Monza. At the hotel Pete leaves Pat at her room, he then finds a letter slipped under his door. Pete goes to the Yamura garage with the invitation. He is greeted by Yamura, who explains his racing philosophy, and is anxious for his first win. He offers Aron a job as a driver in a third car on his team, Pete accepts. Pete and Pat stroll down a quiet city street. Pat announces she is divorcing Scott. The two are more friendly, and later Pat comes to his hotel room. At an exlusive resort Jean-Pierre shows Louise around his large Ferrari-decorated suite. They make love and discuss the future over champagne. Yamura shows Pete around his racing car shop, there are many chassis and bodies being worked on. Pete sits in a car then the two men have tea outside a luxurious estate. Yamura tells Aron he was a fighter pilot in the war, shooting down 17 Americans. The two men seem to hit it off. At the Stoddard manse, filled with trophies and racing art, Scott returns, now hobbling on crutches escorted by Jeff Jordan. The house is a shrine to Scott's older, dead brother Roger. Scott uses the mementos as motivation to exceed. At a meeting with all the other drivers Sarti presses for a union to push for better safety. Scott arrives and is greeted warmly by the other drivers. Pete and Pat are living together in a suite upstairs, Scott comes to talk and asks Aron to leave them for a moment. Scott has missed her but Pat refuses to reconcile. Sarti has pole position for the Belgian GP at Spa. The cars tear around the long circuit. It starts to rain heavily and Aron in the #24 Yamura begins to cut through traffic. Sarti pushes hard at the front and comes up to the backmarkers. Suddenly his right front wheel breaks off and the Ferrari crashes through a fence. Sarti is helped out. His leg gashed, he looks back at two spectators who were killed in the crash. Aron wins! Stoddard and Jordan look on glumly. The father of one of the dead men attacks Sarti as Aron receives his flowers and the American anthem plays. Intermission At Stoddard's farm they wheel out Roger's old front engine green racer from a barn. Scott squeezes into the car and takes it out for a spin. At Zandvoort for the Dutch Grand Prix Scott is back racing, he celebrates a hot record lap, Aron and Yamura look concerned. In the race Barlini spins out but continues. Sarti retires at the back of the circuit. Scott charges and rubs his leg whenever he can, he wins! The Jordan team are joyous. Later Scott injects his leg with a painkiller. In the US he wins again at Watkins Glen. After Mexico Yamura and Aron review movies of the #32 Yamura spinning out. Aron acknowledges he is making mistakes, Stoddard has won yet again. At Brands Hatch the cars arrange on the grid. The track announcer states Aron has already won at Belgium and Germany. The British Grand Prix is underway! After 15 laps Stoddard begins to slow, he starts thinking of the drugs and Pat. He pits and is lifted almost unconcious from the car. Barlini, Sarti and Aron battle for the lead on the last lap. Aron's car begins to leak fuel. It catches fire but Aron continues onto 2nd place as the car erupts in a fireball. Aron is OK! Sarti seems shaken and blasts the photographers. Lisa joins an ecstatic Nino on the podium. Scott is relaxing in a dark room as Pat comes to see him, concerned. At a pub all the drivers celebrate Nino's win. Sarti slips out quietly and Louise joins him. Jean Pierre is getting reflective and begins to question what they all do. Louise tries to reassure him. At Monza Lisa notices a handsome young man at a slot car track. Sarti is upset his car hasn't arrived yet. A narrator describes the dangers of the 6.5 mile high banked race track. Manetta arrives with a guest, it is Sarti's wife Monique. She greets Louise awkwardly and makes small talk with Nino. Then Lisa sees Nino playing around with two Japanese girls and turns away. Manetta challenges Sarti's recent driving and suggests he is ready for retirement, Jean-Pierre is angry. He politely meets his wife behind the pits. Monique tells him divorce is out of the question and Sarti will always be used for marketing her auto company. Scott and Pat prepare to go to a party, this will be his last race. Nino is headed to a room with the two kimono-clad girls. Outside Lisa starts to talk to the handsome guy she noticed earlier. The next morning Jean-Pierre and Louise talk wistfully and express their love. In the pits Nino wonders where Lisa was last night, she tells him she is leaving him to go to Greece with her new American boyfriend. Nino sarcastically tells her off. Scott confidently blips his throttle as Pat looks on smiling. Pete arrives in his Shelby Mustang GT and greets Pat, he wishes her well. On the grid the announcer says Barlini leads the championship with 28 pts, Stoddard and Sarti are tied for 2nd at 27, Aron is 4th with 26. The flag drops, Sarti's car stalls. He manages to restart 30 seconds behind the pack. Barlini leads. The cars speed around the imposing banking at 180 mph. Sarti closes up and passes slower cars. Barlini stretches his lead but Sarti is the fastest car on the track. On lap 22 Sarti makes it to 4th place! An exhaust pipe comes off another car, Sarti hits it, spins off the high banking and crashes in an explosion on the trackside below. Jean-Pierre is fatally injured and taken away by ambulance. Louise is hysterical, Monique is shocked. Manetta black flags Barlini withdrawing his whole team from the race. Everyone is silent in respect. Back on the track Scott and Pete now duel wheel to wheel, passing and re-passing each other using drafting. Around the last corner Pete presses ahead and wins by a wheel. Getting out of his car Yamura indicates Sarti is gone, Aron is silent but takes the winner's laurels and beckons a subdued Scott up to the podium. Later, Pete looks sadly around the empty grandstands and starting grid. He hears the engines roar, has a smoke and strides off down the track.

At a mountain waterfall Kojiro Sasaki reflects on his unknown status and dreams of greatness. He slices a bird in half and tells Akemi he must kill Musashi. Akemi runs away, horrified. In Nara, there is a martial arts tournament. A burly heavy set man calls out any challengers, Musashi and Jotaro watch as spectators. As Musashi prepares to leave, Jotaro cries out, the man is insulted. Musashi comes back to apologize and even kneels. The other man refuses to accept the apology and attacks with his kama-yari. Musashi grabs the long polearm and it becomes a struggle of wills. The old man who a year earlier had said Musashi lacked chivalry comes up and warns the opponent who he is facing. He stops the fight and declares Priest Agon the winner. Later, Musashi has dinner with the old man, a monk, who congratulates the samurai on his development. The monk mentions a Lord Yagyu, the Shogun's combat arms teacher, is looking for Musashi. He suggests Musashi go to Edo for an interview. Musashi and Jotaro start walking in the morning. Later in the day, Otsu arrives, and plans to follow. Edo is the most crowded city in Japan. Many samurai come to Edo looking for employment. Sasaki is having an audition match against a man Okaya, wielding a yari/spear. He confidently tells the other to remove the safety pad from the sharp end, and will use a wooden bokken himself. Lord Yagyu watches. Quickly Sasaki knocks the other man down and cripples him with a strike. Sasaki's host is embarrassed that he overdid it, hurting Okaya may have affected his chance for a job. Omitsu, the host's daughter likes Kojiro, he asks her to elope. Omitsu is surprised and backs off, Sasaki leaves the house suddenly. He goes to the see the ailing Okaya to apologize, the wounded man is gracious and accepts he lost fairly. Word gets out that Sasaki met Okuya and the Lords decide Kojiro may be worthy of hiring afte rall, although Musashi is also being considered. In a humble inn, Musashi and Jotaro have an upstairs room. Musashi is into wood carving and makes a small figurine that looks like Otsu. He hasn't decided to see Lord Yagyu about the job. Musashi is still thinking about the last time he saw Otsu by the mountain stream and is ashamed of himself. Outside there is a commotion, four samurai lie dead. Musashi examines the bodies and sees they were each killed with one stroke. A note is posted on a nearby tree declaring the four are students of the Obana School, Kojiro Sasaki takes signed responsibility for the deaths. Musashi brings the four corpses to the Obana School but old man Obana denies such poor fighters were his students. Musashi apologizes for the error and leaves with the bodies in a cart. He gives them a proper burial in a cemetary. As he finishes Sasaki arrives. The men greet each other cordially, Musashi thanks him for the help in Kyoto the previous year. They respect each other's abilities. Sasaki wishes to fight now but Musashi stops him as the timing would look look like it was Obana-related. They agree to fight the next evening by the East Gate. Later Sasaki prepares his swords. Omitsu comes to see him to say she won't be eloping, he tells her by tomorrow he will be dead or alive. His host returns home to announce Kojiro has the job, in that way Obana cannot try for revenge for the four deaths. Sasaki is hesitant to accept under those circumstances. To further convince him the host mentions Musashi is also being considered. Sasaki then reveals he is fighting Musashi the next day. Back at the inn the locals are gambling noisily. Jotaro tells them to be quiet and they do. One of the men comes upstairs to confront Musashi, believing he sent Jotaro. He is a horse trader. Musashi calmly eats ramen as the man rants. As the man gets more angry and pulls a knife, Musashi idly starts catching flies with his chopsticks. Astonished by the display of hand eye co-ordination the horse trader, Kumagoro, retreats quickly. A little later he is in the yard hacking at a tree trunk. A nobleman walking by hears him talking about Mushashi. It is the court official from Himeji Castle and he invites Musashi for the interview, Mushashi agrees but mentions the upcoming fight with Sasaki. At the East Gate Kojiro waits. Jotaro runs up with a note. Musashi writes that he will be travelling and wishes to postpone the match for one year. As they walk out of town Musashi reflects that he once wanted success but now only looks for further training. Musashi, Jotaro and Kumagaro walk across a broad plain, Jotaro and Kuma joke about their status. Suddenly arrows land close by and three horseman ride toward them. As the three travellers huddle under the drawn bows, Musashi acts quickly and manages to kill one bandit, the other two ride off. In the nearby village Mushashi hear that the bandits have been terrorizing the people for some time,stealing crops and women. Musashi decides they will live here and starts felling trees for a cabin. In a geisha club in Edo, Kojiro is with friends. He notices Akemi is one of the girls and has her brought to the room. She still loves Musashi and he playfully tells her where he is, he tosses a bag of coins to the owner to buy her freedom. A sole traveller in humble robes walks the plains, two bandits almost let it go but notice red silk under the grey robes. They go for the woman and Jotaro and Kuma hear the struggle and come quickly on horseback, scaring off the bandits. It is Otsu. Jotaro goes to tell Musashi she is here, he is filthy from hoeing a field and goes to clean himself up. A short time late the two meet. Musashi shows her around and says he now enjoys farm work, he is learning about life. He then tells Jotaro to take her to Old Gen's for a room. That night Jotaro and Kuma are perplexed why their Master would rather pound his chisel alone in his hut. Otsu walks by the stream and plays her flute. Once again Musashi recalls the scene at the mountain stream and continues to carve. Once again two bandits are scared off. In the morning a group of villagers pack and head off. The villagers come to Musashi to learn to fight, he tells them to learn to run. At an inn close to the plains Akemi prepares to travel, the owner tells her it's safer to go with others. A group of brigands come in noisily and harass the owner. The leader notices Akemi, Akemi notices Toji, her mother's boyfriend is with them. The leader had killed Oko becasuse Oko killed his brother because the brother killed Akemi's father. Toji gives Akemi a horseback ride close to the village, he directs her to report all the bandits have been arrested, then the next night to set fire to Mushashi's hut. Otsu is helping with the hoeing, Mushashi tells her she is too weak. Otsu is confused by his coldness, she goes to jump in the pond but Mushashi carries her out. Akemi arrives on scene, Otsu runs off. Kuma and Jotaro go to find a place for Akemi, she comes and throws herself at Mushashi. She asks him to elope, he pushes her back. Akemi pleads, then says she's sorry and will leave, wishing him luck with Otsu. The next day the village is hard at work. Akemi gives her false report of the arrests, they think they are safe and celebrate. As night falls they all party and dance. The brigands are close waiting for the fire signal. Akemi asks Otsu for a private chat. In a hut Akemi declares her love for Musashi, then challenges Otsu to a hatchet figh to the death. Otsu refuses to pick up the weapon and the two struggle. A candle is knocked over and starts the hut on fire as the two ladies escape. The brigands see the fire and attack! They torch the other huts as villagers flee, then fight back. Musashi takes care of the leader. Kuma is mortally wounded to Jotaro's despair. Toji finds Akemi and Otsu, Akemi stabs Toji, who with a dying lunge wounds Akemi. Akemi dies in Musashi's arms. The next day the village is in embers, Akemi is buried and Otsu prays for her. Three riders appear with a message for Musashi. Kojiro writes that he is now Lord Hosokawa's teacher, will be going to Kokura, the match is to be there in April. Sasaki travels as the centre of a large entourage. In Kokura, Lord Hosokawa's county seat, a crowd gathers to read a notice, Sasaki will be fighting Musashi in five days time. His Lordship tells Sasaki to fight fair. Kojiro then speaks with his host about a wedding to Omitsu after the fight. Otsu is pessimistic and very weak. Musashi sends a note to the Himeji court official that he will go directly to the island. Otsu collapses and is taken to an inn. Omitsu watches as Kojiro burns papers, he notices she is afraid for him but the young, elegant samurai is very confident. A boatswain has prepared Musashi's boat, he also is calm and relaxed. A man mentions someone would like to see him. It is Otsu, just awakened with no time for makeup. The two meet and have a walk on the sandy beach. Otsu is worried for him, wants him to quit and be a farmer, but Musashi warms up and tells her a wife should have confidence in her samurai. At night as the boat crosses to Ganryu Island Musashi carves an oar into a bokken. Sasaki waits on the island with a large group of witnesses. As the sun breaks the horizon Musashi arrives and the two top samurai in all of Japan face off. Musashi is backed into the water on defense with his wooden sword, but the glare of the rising sun behind him gets in Kojiro's eyes. Very tense, the men thrust and parry, Sasaki with his long nodachi "The Clothes Pole". A sudden flurry and Musashi jumps back, slightly cut on the forehead. Kojiro smiles at the sight of the blood, then...drops dead. Two nobles come to congratulate Musashi, he sets off for the mainland in the boat. As the bos'n babbles on Musashi fights back tears. The End.