This thesis explores the intertextual dynamics between William Shakespeare’s King Lear and Akira Kurosawa’s Ran through the lens of Cognitive Poetics. The study highlights the utilization of cognitive strategies such as foregrounding and defamiliarization to construct meaning and shape audience perception. The research also investigates how Ran, as a cinematic adaptation, builds upon and transforms King Lear’s rich thematic and narrative layers while engaging with its cultural and historical context. As a library-based textual analysis, both King Lear and Ran are examined using theoretical frameworks from Cognitive Poetics, particularly figure-ground gestalt and defamiliarization. The discussion applies insights from scholars such as Peter Stockwell, Reuven Tsur, and Joanna Gavins to dissect the structural and perceptual mechanisms embedded within the text and the adaptation. The findings of this study reveal that both Shakespeare and Kurosawa employ defamiliarization techniques to challenge conventional narrative expectations. The study also identifies how visual and linguistic metaphors in Ran reinterpret Shakespeare’s themes through the lens of Japanese feudal culture, enhancing the adaptation’s distinct identity while retaining core elements of King Lear. Furthermore, the research underscores the figure-ground relationship, showing how character trajectories, narrative shifts, and symbolic imagery create layered meanings across both texts. In conclusion, the study demonstrates that Cognitive Poetics offers a compelling approach to adaptation studies, providing new insights into how classic works are reimagined in different cultural and artistic contexts. Through the Cognitive strategies employed in King Lear and Ran, both Shakespeare and Kurosawa engage their audiences in a deeply immersive and intellectually stimulating experience. This research reinforces the enduring relevance of literary adaptations, showing how intertextual engagements generate new interpre