Pai Mei, [Chow Kin-Ping], the Wu-Tang leader, and his formidable pupil Gao Jinzhong, [Lu Feng], launch a brutal assault on the Shaolin Temple, slaying the disciples San-De and Fang Shiyu, [Hsiao Yu], while a wounded Hong Xiguan, [Jason Pai Piao], narrowly escapes.
Chen A Jin, [Lo Meng], a local tofu maker and mantis-style practitioner, is a loyal friend to Yang Dabao, [Phillip Kwok], a waiter and Hei Hu disciple. Although they toil at unglamorous jobs, they nurture a shared dream of becoming great heroes who could die for a noble cause. They form a bond with Zhu Cai, [Sun Chien], a light-skill student at a nearby martial arts school, after rescuing him from a brutal beating at the hands of Zeng Shiguang, [Ku Kuan-Chung].
As Pai Mei and Gao keep hunting Shaolin disciples, they murder Huang, [Wong Lik], and the abbot of Qing Yun Temple, Master Zhishan, [Tai Kwan-Tak], but Zhishan still entrusts Han Qi, [Chiang Sheng], a young boatsman, with locating Hong Xiguan. Hong then arrives at Zhu Cai’s school, where Zhou Cheng, [Chan Shen], an old friend of his, is the master. Zhou, however, rejects Hong’s plea for help and promptly reports his visit to Gao, sending his students to search for Hong. Hong later dines at Yang’s restaurant, asking about Han Qi, but there’s no answer to be found. He collapses from his wounds and Chen, Yang, and Zhu pool their money to buy medicine and nurse him back to health. In return, Hong shares some of his techniques with them, a gesture that deepens their resolve.
When Zeng causes trouble at Yang’s restaurant, Yang fights back with unexpected aid from Han Qi and learns of Hong’s location. Zhu goes to fetch more medicine, but Zeng spots him and reports to Gao, who captures the ingredients and deduces Hong’s hiding place. A distraction arranged by Yang and Han buys the fugitives time to slip away and seek refuge at Zhu’s martial arts school. There, they join Hong in a bold assault on Zhou Cheng and the remaining students.
Gao and his men close in, finding Zhou and his pupils dead. They pursue the fleeing group to a nearby cloth-dyeing building, where Gao waits for morning, when Qing troops have been alerted and escape seems nearly impossible. At dawn, Gao launches his assault; Hong, Chen, Yang, Zhu, and Han strike back, cutting down Gao’s soldiers, but Gao himself kills Zhu and mortally wounds Chen and Yang. The five warriors press the fight, finally killing Gao in a fierce together-on-one-front strike. Chen and Yang choose to stay behind, buying Han and Hong the time they need to escape, and achieving their dream of dying for a noble cause. Bold, unflinching, and deeply human, the tale endures as a testament to sacrifice, loyalty, and the price of heroism.