Set in Foshan, China, during the late Qing dynasty, the story follows a tapestry of loyalties, clashes, and personal vows that shape a city on the edge of upheaval. On a ship, the famed martial arts instructor Wong Fei-hung witnesses a lion dance that becomes a moment of tension when nearby sailors mistake the sound of firecrackers for gunfire and strike back. In the chaos, Wong seizes the lion head and completes the performance, and Liu Yongfu, commander of the Black Flag Army, hints at China’s perilous position before handing Wong a hand fan inscribed with all the unequal treaties signed with foreign powers.
Wong Fei-hung runs Po-chi-lam, a traditional Chinese medicine clinic, and mentors three apprentices—“Porky Wing”, “Bucktooth” So, and Kai. He also encounters Siu-kwan, the daughter of a sworn brother of his grandfather, whom the family calls “13th Aunt” due to her senior status. A quiet but potent romance forms between them, restrained by the era’s conservative norms.
Leung Foon arrives in Foshan with an opera troupe and crosses paths with 13th Aunt, sparking a few clumsy encounters and a growing crush. Trouble flickers as the Shaho Gang begins to terrorize local businesses for extortion. A violent confrontation erupts between the gang and Wong’s militia in a restaurant where the Governor witnesses the disruption; the gang flees, and the Governor disbands and arrests the militia. Wong defeats the gang’s leader in a subsequent clash, but the absence of reliable witnesses prevents a solid legal outcome.
Meanwhile, Leung Foon befriends a northern martial artist nicknamed “Iron Vest” Yim, who seeks fame and wants to establish a martial arts school in Foshan but needs a proving victory. One night, the Shaho Gang burns Po-chi-lam, and a Jesuit priest identifies the gang as the arsonists. The gang escapes and seeks shelter with Jackson, an American entrepreneur who runs a covert operation—kidnapping Chinese women to sell them as prostitutes in America. The violence reaches a head during a public opera when Jackson’s men and the Shaho Gang ambush Wong and the Governor, aiming to assassinate them. The plan fails, but the theatre becomes a scene of tragedy as many are wounded or killed, including the priest who sacrifices himself to block a fatal shot. The Governor blames Wong yet allows him to give medical aid to the injured.
In the clinic, Wong meets an escaped Chinese laborer who recounts the misery of life in America. Soon after, Yim returns to challenge Wong for a rematch, dragging Leung Foon into the mix when Leung is fired from the troupe. The Governor orders a sweep of Po-chi-lam; Wong and his apprentices fight off the authorities, and 13th Aunt and the laborer escape. Wong then surrenders and is imprisoned with his apprentices, sidelining the public rematch. The Shaho Gang hires Yim to pressure the confrontation, even as Leung objects to allying with them. In the meantime, the gang abducts 13th Aunt and kills the laborer; Bucktooth So escapes and warns Wong, who is eventually released from prison out of respect.
Disguised, Wong and his team infiltrate Jackson’s base to locate 13th Aunt. Yim confronts Wong in a one-on-one duel and is decisively defeated; Wong exposes Yim’s cheating—finding a hidden spearhead tied to the end of Yim’s queue—and tears it away in retaliation. The apprentices and Leung Foon rally to overpower the Shaho Gang and Jackson’s men, freeing 13th Aunt and the kidnapped women. As Wong is about to board Jackson’s ship, Yim makes one final appearance and is fatally shot by Jackson’s men. With his dying breath, Yim declares, “martial arts stand no chance against guns.”
In the ship’s climactic fight, the Shaho Gang’s leader meets his end when he is pushed into a furnace. Jackson holds the Governor at gunpoint, but Wong ends the confrontation by flicking an unused bullet into Jackson’s forehead, saving the Governor. The finale sees Wong accepting Leung as his fourth apprentice, and the two plus their friends pose for a group photo at Po-chi-lam.
