Captain Nathan Algren (Tom Cruise) is haunted by dreams of how he was ordered to masaccres Indian women and children in General Custer’s army. Algren agrees to go to Japan to train the Emperor’s newly formed army to use guns. For six months work, he will receive three years pay. The new army is to put down a rebellion against the Emperor’s Westernization policies. The rebellion is led by a Samurai warrior named Katsumoto (Ben Watanabe) who follows ancient teaching and a traditional way of life.