In 19th-century Japan a master swordsman turns a girl named Azumi (Aya Ueto) and a group of other orphans into assassins whose mission is to eliminate hostile warlords. When one such warlord orders the destruction of the young assassins, his lackey liberates a fearsome killer named Bijomaru to accomplish the task. A grisly battle ensues as Azumi and her comrades fight for survival.