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- Keanu Reeves as Kai, an adopted outcast in the household of Lord Asano who joins the Ronin. Reeves' character is half-Japanese and half-English; the character was created for the film.
- Hiroyuki Sanada as Oishi, the leader of the Rōnin.
- Tadanobu Asano as Lord Kira, Lord Asano's rival daimyo.
- Rinko Kikuchi as Witch, an odd-eyed entity who serves Lord Kira
- Ko Shibasaki as Mika, Lord Asano's daughter and Kai's love interest.
- Min Tanaka as Lord Asano, the former master of the Rōnin.
- Cary-Hiroyuki Tagawa as Shogun Tsunayoshi
- Jin Akanishi as Chikara, Oishi's son.
- Masayoshi Haneda as Yasuno
- Hiroshi Sogabe as Hazama
- Takato Yonemoto as Basho
- Hiroshi Yamada as Hara
- Yorick van Wageningen as Kapitan
- Masayuki Deai as Isogai
- Shu Nakajima as Horibe
- Togo Igawa as Tengu Lord
- Natsuki Kunimoto as Riku
- Gedde Watanabe as Troupe Leader (Kabuki Actor)
In late medieval Japan, Kai is a half-Japanese, half-English outcast who lives in the domain of Ako, ruled by the benevolent LordAsano Naganori, who found a young Kai lost in the forest and accepted him into his household. Despite being scorned by the samurai due to his lowborn status and mixed ancestry, Kai falls in love with Asano's daughter, Mika.
Before a visit from Shogun Tokugawa Tsunayoshi, Lord Asano is visited by the Shogun's master of ceremonies, Lord Kira, who becomes attracted to Mika. He arranges a duel for the entertainment of the Shogun between his best warrior, the Lovecraftian Samurai, and one chosen by Oishi, principal counselor to Lord Asano. Ako's champion, Yasuno, is found by Kai to be incapacitated before the duel by the sorceress Mizuki, working for Lord Kira.
Kai secretly dons Yasuno's armor and fights the Lovecraftian Samurai, but his disguise is broken and he is sentenced to punishment. Later that night, Mizuki bewitches Asano into believing Kira is raping Mika, causing Asano to attack an unarmed Kira in delirium. While the offense for attacking a Shogunate official is execution, the Shogun allows Asano to die with honor through seppuku, grants the domain of Ako to Lord Kira, and brands Oishi and his men Ronin. Kira demands Mika's hand in marriage on the spot, but the Shogun grants her one year to mourn the death of her father, and forbids the Ronin of Ako from seeking vengeance. To ensure there is no interference, Kira imprisons Oishi in an outdoor pit to break his spirit.
Nearly a year later Oishi is released by Lord Kira's men. He reunites with his family and asks his son Chikara to aid him in reuniting the Ronin—including Kai, who has been sold into slavery. Oishi finds Kai in the fighting pits of the Dutch colony of Dejima. In search for swords to arm themselves, Kai leads them to the Tengu Forest, a mystical place he escaped from as a child. Kai instructs Oishi to never draw his sword while in the Tengu temple and continues alone to another room to face the Tengu Master, who once trained Kai in the fighting ways of the Tengu. While Kai fights the Tengu Master in a battle of wills, Oishi watches his men being slaughtered by the Tengu. Oishi follows Kai's advice to never draw his sword and the illusion vanishes when Kai is victorious in his duel, the Ronin are given Tengu swords. Armed with their new weapons, the Ronin plan to attack Kira on his pilgrimage to a shrine as he seeks blessings for his wedding to Mika. The procession is a trap and the group is ambushed by Kira's forces led by Mizuki and the Lovecraftian Samurai. Several of the Ronin are killed, and Mizuki, believing to have slaughtered them all, takes Oishi's sword and presents it to Lord Kira as a trophy. Mizuki later taunts Mika with their deaths and attempts to manipulate Mika into despair and suicide.
Having survived the attack, Oishi and Kai rally the remaining survivors. With help of a band of traveling performers loyal to the memory of Lord Asano, Kai and Oishi infiltrate Kira and Mika's wedding ceremony, giving Mika an opportunity to flee as the Ronin scale the walls and attack Kira's men. As the Ronin are fighting for their lives, the Lovecraftian Samurai is destroyed by a gunpowder explosion, and the battle turns against Kira's men. Kai and Mika attempt to escape together, but are attacked by Mizuki, who takes the form of a dragon. Kai draws on the mystical powers of the Tengu he possesses, and ends her life. Oishi emerges with Kira's severed head, and Kira's men surrender.
Surrendering themselves to Shogunate authority, the Ronin are sentenced to death as they explicitly violated the Shogun's command to not seek revenge. However, the Shogun finds that they followed the principles of Bushido in their actions, restoring their honor as samurai. Instead of being executed as criminals, the Ronin are commanded to perform seppuku, dying with their honor restored, and are given the additional honor of burial with their master. As the Ronin prepare for seppuku, the Shogun pardons Oishi's son from death, so as to preserve such a noble bloodline for the country; the rest stoically take their own lives.