Following his defeat by WONG FEI-HUNG (John Chiang) in a duel, Guangzhou’s number one kung-fu master LUI KONG (Dominic Lam) is diagnosed with leprosy and he runs off in secret. Blaming HUNG, LUI CHING-LUNG (Bosco Wong) who knows nothing about martial arts, is resolved to seek revenge for his father. Surprisingly, HUNG offers to teach LUNG the renowned LUI’s kung fu stances, and urges him to come back for revenge when he has picked up all the martial arts techniques. LUNG is deeply touched by HUNG’s generosity, which also marks the beginning of a complicated relationship. HUNG meets MOK KWAI-LAN (Liu Xuan) and her sworn brother YAU SAM-SHUI (Kenneth Ma) in a restaurant, who has always wanted to be his apprentices. Despite their father’s opposition, HUNG decides to teach them kung-fu, and is particularly amazed by LAN’s sparkling talent. They gradually fall in love. On the other hand, SHUI hopes to win the heart of his dream girl KWAI FA (Fala Chen) with his kung fu skills, though FA is actually in love with LUNG. KONG emerges in Guangzhou all of a sudden, this time a tool of TONG YUET-HANG (Yueh Hua), Chief Commissioner of the Western District in his conspiracy against HUNG. Po Chi Lam’s reputation soon becomes tarnished.