Set in the Ming State, Fei-fei is an orphan who crosses paths with two aging masters, Madman Lu and Hu, who duel every five years to settle whose martial arts are superior. For twenty years these duels have ended in a near-equal balance, leaving Fei-fei curious about their different styles. She asks them to teach her their skills, hoping that whoever’s techniques prove more useful will reveal which school truly dominates in practice.
Her journey takes an explosive turn when she meets Ku Cheng-Yuan, the first disciple of the Five Forms School, who is fleeing from the Three Birds of the Hundred Birds School — Roc, Hawk, and Little Bird. Fei-fei lends a hand to Ku to fend off the pursuit, and Ku explains he’s hunted by Lo Kuan-tien, chief of the Hundred Birds School, and the Upturned Horse fighter Ma Fa-chun, who killed Ku’s sifu Lin Nien-hai and has sworn to wipe out all Five Forms disciples. Lo wastes no time and assigns his top disciple, Bird Egg, to finish the job.
The chase leads Fei-fei and Ku to a wider world of rival schools and stubborn loyalties, bringing them to Willow Bridge where the brother of Ku’s sifu, Hsu Chia-wu, runs a school. As Bird Egg and the Three Birds close in, a raid erupts on Hsu’s school: Lo, Ma, Bird Egg, and Ma’s disciple, Shui Chang-liu, descend on the building and kill Hsu Chia-wu, Ku, and Hsu’s disciple Lung-yu. Fei-fei escapes into the night, her resolve hardened by loss.
Back with Lu and Hu, Fei-fei trains with new intensity, blending what she’s learned with her own grit. After days of grueling practice, she returns to face the Three Birds and Bird Egg again, this time turning the tide and defeating Bird Egg. The early triumph is tempered by the continuing pursuit of Ma Fa-chun, and Fei-fei confronts Lu at the Hundred Birds School to learn more about Ma’s whereabouts. The trio’s duel is intense, but the balance between Lu and Hu’s techniques remains unsettled, a signal that true mastery defies easy comparison.
Seeking a decisive edge, Lu and Hu recall the dancing martial arts they witnessed at a local brothel and conceive a new approach: a Dance-Boxing style that fuses grace with ferocity. They teach Fei-fei this innovative method, while Ma also transmits his Upside-down Horse Boxing to Shui. The sense of impending doom grows as Ma and Shui press their attack, determined to kill Fei-fei and her mentors.
In the climactic confrontation, Shui first faces Fei-fei, but when Ma steps in, he unintentionally kills his own disciple. Enraged, Ma duels Fei-fei, and she, wielding Dance-Boxing and supported by Lu and Hu, finally bests Ma Fa-chun. The battle answers some questions about technique, but it leaves the lingering mystery of whose art is truly superior still unresolved. In a poised gesture, Fei-fei bows to Lu and Hu, signaling a truce and a new understanding between the competing styles, much to the delight of her two masters.
