Imperial General Pang Qingyun (Jet Li) miraculously survives a catastrophic battle that decimates his battalion. As he pulls himself from the piles of fallen bodies, his mind remains numb, detached from life. Wandering aimlessly, he crosses paths with a mysterious stranger, Lian (Jinglei Xu), who realizes she’s being followed and comes to a halt. Eventually, hunger overwhelms Pang, causing him to faint. Lian takes him into her home, where she nourishes him back to health.
In a surprising turn of events during the night, Lian joins him in bed, and after a night of intimacy, she slips away by morning. However, Pang awakens rejuvenated and determined to live on. Later, Jiang Wuyang (Takeshi Kaneshiro), engaged in charitable work for the needy, encounters Pang. The two engage in a fierce duel where Jiang tests Pang's combat skills and is impressed with his prowess. Subsequently, Jiang takes Pang to meet "big brother" Zhao Erhu (Andy Lau).
In this reunion, Pang is astounded to see Lian again, and their shared glances hint at a deeper connection. They secretly meet, enabling Pang to learn more about her intriguing past. As chaos unfolds, bandits ambush a food convoy belonging to the Taiping. Just in the nick of time, Pang intervenes to rescue Jiang from peril and subsequently aims for the convoy’s leader. The bandits hail Pang as a hero, though Zhao harbors a sense of envy toward him.
Upon their return to the village with food, they find it seized by aggressive imperial troops. In a moment of unity, Zhao, Jiang, and Pang pledge brotherhood and resolve to enlist in the imperial army. They embark on successful campaigns against the Taiping, quickly climbing the military ranks. Through these events, Pang reveals his true motivations: a desire to restore peace for the people amid the burgeoning chaos. He shows willingness to make harrowing sacrifices, putting the lives of his own men on the line for vague political maneuvers, which stirs conflict with Zhao, who prioritizes his men’s honor and trust above all else. Jiang finds himself torn between the two, understanding Pang’s intentions yet adhering to Zhao’s loyalty.
In the climactic finale, Zhao pays the ultimate price for Pang’s ambitions, followed closely by Pang losing his life due to political machinations born from his desire for peace. Jiang, grappling with his feelings towards the two brothers and believing their rivalry is fueled by their affections for Lian, tragically takes her life and sacrifices himself as a scapegoat for Pang’s demise.
