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Burn Baby, Burn!
- Kyuzo, Heihachi, Kikuchiyo and Rikichi head out to the bandits' fortress.
- They set the fortress on fire and kill the bandits as they come out.
- Rikichi's wife emerges from the flames too, only to run back inside when she spots him and perishes.
- Heihachi is shot by another one of the bandits and dies. The seven samurai are down to six.
- The bandits arrive in force to attack, bringing three guns with them.
- In the midst of the attack, Gisaku tries to get back to his home: an old mill outside of the village defenses. Kikuchiyo dispatches Gisaku's son and daughter in law to get them back.
- The bandits torch the outlying buildings, including the old man and the peasants who went to get him.
- Gisaku's daughter-in-law staggers out of the burning buildings and hands her baby boy to Kikuchiyo. Weeping, Kikuchiyo claims that he too was orphaned at a young age, just like this baby.
- The bandits continue their attack, but are driven back from the village. Kambei warns them all that a second attack will come.