Takeshi Kitano has always done things his own way, but with his samurai film, Zatoichi, he's setting out to remake a cinematic legend.

For the first time on film, Takeshi Kitano looks harmless. He's sitting on a rock in a rural Japanese nowhere, eyes shut. A band of thieves enters the frame and sees what the audience sees: an old blind man, easy pickings. Two swaggering ruffians approach with swords drawn. Kitano pricks an ear-and faster than a whirring Cuisinart, they're in pieces on the ground, and Kitano is wiping the blood from his blade. The lesson is clear: whether he's blind or not, you don't tug on Superman's cape.

Stand-up comic, TV host, auteur-Takeshi Kitano has never been shy about meeting a challenge. With each movie in his ultra-violent oeuvre, the 56-year-old Kitano has raised the critical stakes to become one of Japan's best filmmakers. Along the way, he's defined an original film persona, that of "Beat" Takeshi, the artful gangster. But in his newest movie, Zatoichi, a don't-call-it-a-remake of one of the country's longest-running and best-loved film series, and which opened last Saturday in Japan, Kitano is facing the biggest challenge of his moviemaking life: stepping into the shoes of an actor who is every inch the celluloid icon that Kitano is. Imagine replacing Sean Connery if he'd been in every Bond film, and you have some idea of what faces Kitano in taking on the mantle of the late Shintaro Katsu, the actor who played Zatoichi, the blind swordsman, from 1962 to 1989. To succeed, Kitano must make audiences forget Katsu-and Beat Takeshi. "Zatoichi and Katsu are mentioned in the same breath," says Kitano. "So if another actor tried to do it, then there is a lot of incompatibility. And that worried me."

So why would Kitano trade in his pistols for samurai swords and tackle the legacy of a cinema legend? Why abandon the complexity of his recent films to remake an action franchise that he admits he "did not particularly" like? The answer is simple: because he was ordered to do so by a 76-year-old strip-club owner and former nude dancer named Chieko Saito, known to her family, friends and everyone else around her as Mama.

Located in Tokyo's semi seedy entertainment district of Asakusa, the same streets that birthed Kitano's career, the Rokku-za strip theater has been XXX-rated since 1945, when its owners discovered what cable TV has since learned: even the dullest entertainment can be made palatable with toplessness. In the postwar years, the Rokku-za was a popular hangout for rebel intellectuals; now the club entertains Scottish salarymen with nice Japanese girls and sultry Russians gyrating to pop ballads. This is, literally, Mama's house.

With her violet, oversized glasses, baggy purple smock and toothy smile, Chieko Saito could be your grandmother. But she is a bit different from the average septuagenarian. When Saito was in her mid-30s, she decided to get into the nude-dancing business, recalling, "I liked dancing, and as for the nude part, I didn't care." At first, she danced in a friend's theater after the movies played. Then, in 1962, she bought her own strip club; less than a decade later, she owned more than 20 theaters across Japan. Along the way, Saito's money and her clubs' popularity helped her build a slew of connections with Tokyo's entertainment ?lite.

Saito's bond to Shintaro Katsu goes back a long way, equal parts cents and sentiment. Those who knew him say Katsu's ability as an actor was matched only by his oversized generosity offscreen-and his terrible business sense. "He was known as someone who liked to play around," says Yukichi Shinada, a veteran Tokyo film critic. "Say he went to a club, he would always buy really expensive cognac and then buy drinks for other people." Saito's son, Tsunehisa Saito, who worked with Katsu for more than 20 years, says, "He was a really caring, very generous man. If somebody asked him, he would lend money even if he didn't have it. So, in order to do that, he had to borrow money from someone else." Among his creditors was Chieko Saito. According to Tsunehisa, she first lent the actor money in the 1970s to save his debt-plagued film company, Katsu Productions. Despite her help, it eventually went broke, but Saito and Katsu remained close, even after his 1990 arrest in Hawaii for drug smuggling. At her office next to the Rokku-za, Saito shows photographs taken of her and Katsu together just days before he died of throat cancer in 1997. More than 10,000 people came to his funeral in Tokyo.

Not long after Katsu's death, Saito decided that a new Zatoichi film had to be made, both to honor the actor and because she had a claim on the Zatoichi copyright. "Everyone knows I did a lot for Shintaro Katsu," she says now. "I deserve the right to do anything." She already had someone in mind, the only actor and director she believed had the toughness to play Zatoichi and the clout to turn the blind swordsman into an international name: Takeshi Kitano.

There's a reason why everyone calls Chieko Saito "Mama." To know her, it seems, is to be loved by her, or at least adopted. Her dancers "are like my children," she says. "Sometimes they would get sick, so I would dance for them." The last time she did that she was 58. Saito met Kitano in 1999 when she brought her girls on his TV program, and they quickly grew close. "When we met," she says, "it was like we'd known each other for 30 years." When Kitano's mother died that year, Saito decided he needed a little adoption. "She adores Takeshi," says Masayuki Mori, president of Kitano's production company and a producer of the film. "When Takeshi's mother died, she said, 'Oh well, now I am his mother.'"

After a visit with Kitano to Katsu's grave, Saito popped her question: Would Kitano be interested in doing a new Zatoichi film? Like a victim in one of his films, the cinematic tough guy never saw it coming. "He was really surprised," says Saito. "He even became speechless." At first, Kitano turned her down, thinking the only person who could ever play Zatoichi was gone. That didn't matter to Saito. "Takeshi-san said, 'Even if I say no, you're just going to keep asking me, aren't you?'" she recalls. "It's not like I was asking. It's more like it was an order." Anyone who tried to give a Kitano character an order in one of his movies would probably get a chopstick in the eye. But despite his initial reservations-including concerns over the rights to Zatoichi-Kitano was intrigued. The box office potential of an action flick could not have hurt, either; Kitano has never directed a major commercial hit. Once Saito had fully secured the film rights and agreed to give Kitano's production company total control-her contributions from then on would be lunch boxes for the cast and 15% of the film's funding-the stage was set for the first new Zatoichi film in more than a decade.

Kitano started the new Zatoichi by leaving his hair the decidedly unsamurai blond shade he'd recently dyed it. "I think that if I tried to imitate Katsu, then a viewer would have a lot of problems with it," says Kitano. "So I thought I should make everybody think it's a completely different thing." So what else sets Takeshi Kitano's Zatoichi apart from its 26 predecessors? The auteur explains: "Throughout the film there is a feeling of fast action at the contemporary speed of the modern film." Translation: everything from the electron-quick fights to the rapier-thin characterizations is designed to move the film as fast as Zatoichi's blade. Katsu's early Zatoichi films helped free the samurai genre from its funereal pace and inflexible morality. His garrulous Zatoichi loved gambling and sometimes had to be convinced, or bribed, to do the right thing. But next to Kitano's rapid exercise in amoral action, Katsu's Zatoichi films can seem like plodding and preachy relics. "There is no waste," Kitano says. "There is no glaring at the opponent as Zatoichi is holding a sword. The fight is over as soon as it begins."

The film's plot is as streamlined as its combat. Zatoichi (Kitano) wanders into a village beset by gangs, one of which has hired a lethal samurai (Tadanobu Asano) to wipe out its enemies. Meanwhile, a geisha assassin and her brother, a female impersonator, seek revenge on the criminals who slaughtered their family. Zatoichi ends up in the middle. This is a film designed to get to the payoff as fast as possible, and that payoff is bloodier than a hematology convention. Hyperviolence is not new to the Zatoichi oeuvre, but Kitano does Katsu one, two or 11 better. To Kitano, Zatoichi is "about a guy who comes into town and cuts down everybody in sight and then leaves." That's about right.

Kitano has also shifted the spotlight further away from the title character, giving his co-star, Asano, much of the film's focus. Japan's king of cool, Kitano, and its crown prince of cool, Asano, had already served in a samurai drama of a different sort, Nagisa Oshima's gay-themed Gohatto. Unhappy with Asano's fighting scenes in that film, Kitano put the indie icon through three months of extra sword training before filming began. "I put a lot of energy into Asano's scenes," says Kitano. "I gave him all the cool ways of withdrawing his sword and ended up with nothing to do myself." The energy pays off. As a samurai on the edge, the brooding Asano almost manages to outmenace Kitano - even if the two seem to be holding a contest to see who can react less to the camera.

Kitano's boldest update involves the film's music, replacing traditional festive dance with hip-hop-influenced tap routines. "Takeshi has a special feeling for tap music," says Hideboh, the film's choreographer and leader of the fusion tap group the Stripes.

The dance troupe appears throughout the movie as jiving peasants, providing a pulse of human percussion. The result is something like the Broadway show Stomp transplanted to Edo-era Japan. It's Kitano's way of embedding the dynamic heartbeat of the modern inside the body of the traditional - a hallmark of his recent work.

That driving energy was recently on display on a Tokyo stage, where the Stripes were performing routines from the film. A crowd of young things stomped along while the Stripes tapped in a blue-lit fever dream. Shintaro Katsu's shuffling samurai couldn't have felt further away-or so close. For all their differences, the two Zatoichi's share the same spirit as their creators: independent, charismatic, innovative. Kitano's Zatoichi succeeds, not by obliterating Katsu's character but by giving it a new Beat. The winning result (the film had critics swooning at the Venice Film Festival last week) is as cutting edge and timeless as the samurai genre itself. "There are bad guys, sword fights, pitiful kids, and everyone ends up dancing," says Kitano. "There are no more righteous films around." Even a blind man could see that.

By Michiko Toyama (TIME Asia, 15/09/2003). Online: by Brian Walsh (Monday, 08/09/2003). All rights are reserved by TIME Asia. The article is reproduced by Kitanotakeshi.com.