During the early years of the Ching Dynasty, the Chinese suffered tremendous hardships and suppressions from the Government which led to the outburst of the Tai Ping Rebellion. WEN, a popular drama actor, was also an active member of the rebellion. In a futile attempt to assassinate the much hated YEH, Viceroy of Gwongtung and Gwongsee, WEN was brutally wounded by BAH, a wicked monk and an expert of Kung Fu who was also the central government's watch dog on YEH. WEN was accidentally saved from BAH by CHAN, a student on his way to the county's examination. But CHAN's accidental involvement got himself arrested by BAH who suspected CHAN is a member of the rebellion also. Failing to obtain any information from CHAN with harsh punishments, BAH deliberately let CHAN escape and instructed MA to follow CHAN in hope that CHAN would lead them to the other rebels.

The Kung Fu Master of Fat Shan, LEONG JAN, came across the unconscious CHAN and took him into his care. LEONG had three students, MU, TSE and MOK. Because of their limited physical abilities, none of them were able to master all of LEONG's Kung-fu. One day another Kung-fu expert, a beggar called HONG challenged LEONG to a dual. When he lost to LEONG, he decided to learn from LEONG instead. YEH in his attempt to be rid of BAH, hired three assassins to kill BAH. Instead the three were killed by BAH. Since then the internal conflicts between YEH and BAH intensified. CHAN during one of his visit to the restaurant met CHIU and was mesmerized by her beauty.

CHAN ran into WEN on the street but failed to make contact with WEN. CHIU was the daughter of a once famous MANCHU family. Her father JING had CHIU and son TEH, a useless person. TEH wanted to gain wealth and power by forcing CHIU to marry a powerful Ching official MAN. But CHIU hated MAN for being a corrupted government official. CHIU moved to the temple to avoid MAN. There she met CHAN again. LEUNG saw CHAN and CHIU joking around in the temple and gave them a scolding. Meanwhile, WEN was having a secret meeting with his fellow rebels in a "lady's house". The meeting was known to MAN who led his troops to arrest them. WEN managed to escape again. CHAN and some other students discovered irregularities with the county examinations. YEH used his troops to break up the students protest and banned CHAN from the examination. CHAN was depressed and got drunk over the incident and was captured by some beggars.

After torturing CHAN, the beggars wanted to kill CHAN, but at the last moment, HONG saved him and chased the beggars away. Having no more prospects in studying, CHAN wanted to follow and learn from LEONG but was refused. TSE and the others, who befriended CHAN, arranged for CHAN to watch their practice without LEONG's knowledge. CHAN practiced feverishly and his Kung-fu improved. Finally LEONG became aware of it and was moved by CHAN's desire to learn. Finally LEONG took CHAN in as a student. In his attempt to locate the rebels, BAH discovered two Kung-fu experts hiding incognito in the temple, LEUNG and PO. One day BAH was carrying out a search in the theatre. CHAN in the audience saw BAH, decided to leave. BAH, saw CHAN leaving became more suspicious and decided to give chase. TSE followed BAH and a fight started. In confusion, CHAN escaped but TSE was arrested by BAH.

The next morning, BAH returned TSE to LEONG and hoped to force LEONG to clarify his loyalties to the Government. LEONG refused to bow to BAH's threats and his challenge. But BAH saw it a necessity to defeat LEONG in order to control all the Kung-fu experts and weaken the rebels force. So he continued to prompt LEONG to a fight. Although LEONG was able to maintain self-control over BAH's endless challenges, CHAN and the other students decided to face up to BAH. In a fair fight, HONG was defeated and hurt badly by BAH. BAH, in another attempt to force LEONG to a dual, went on a sweep at several Fat Shan Kung-fu schools and hurt a great number of Kung-fu teachers.

Finally, LEONG agreed to face BAH in a duel. BAH was defeated by LEONG and returned to his temple to recuperate. At this time, MA reported that the leader of the rebellion HUNG had sent a message for the rebel spy; 'HEAVEN'S HOUND'. BAH began to lay a trap for the 'HEAVEN'S HOUND'. One day CHAN met WEN again and began the friendship, not knowing they were both involved with CHILI. CHILI was also troubled by MAN's proposal to marriage. YEH bought a load of firearms to help in suppressing the rebellion. An instructor CARTON came along to teach YEH's soldiers. CHAN helped a man FLING in beating back a bunch of killers. FLING returned to LEONG's school with CHAN and asked CHAN to help to deliver a message to 'HEAVEN 'S HOUND'. One night, CHAN and the others were lured away by a faked attack……

CHAN in hope to locate the HEAVEN'S HOUND, spoke to WEN about his promise to FLING. WEN, who was the HOUND, was not ready to disclose his true identity yet. So he sent a messenger to CHAN. But the messenger was killed. WEN thought CHAN had killed his messenger and decided to retaliate. When CHAN and WEN was about to fight, FLING appeared. FLING was actually MA and had disguised as the rebels to trap the 'HEAVEN'S HOUND'. WEN and CHAN joined forces to kill MA. Meanwhile CARLTON and his riflemen were bullying the citizens of Fat Shan. MOK and TSE were angry at CARLTON and decided to steal one of the rifles. CARLTON learnt of the incident and was furious. CARLTON was having lunch faith his riflemen at the restaurant. MOK and TSE put some medicine in their food but were discovered by CARLTON. CARLTON pulled his gun and chased MOK and TSE.

MU ran into CARLTON. CARLTON had killed MU's father and the two got into a fight. MU was no match for CARLTON but rescued by MOK and TSE. CHIU in order to stop MAN once and for all, refused his marriage proposal. Meanwhile PO learnt of WEN's relationship with CHILI, tried to persuade WEN from getting involved with a Manchu. CHAN become very depressed for losing CHILI to WEN. He got drunk and beaten up by some riflemen. LEONG became aware of CHAN's depression and told him to forget his personal feelings but concentrate on Kung-fu. The street-performer HO's daughter, WAN was abused by some riflemen. HONG stood up for WAN but was beaten up by CARLTON. WAN was grateful to HONG, cared for his wounds and the two fell in love.

JIN discovered CHIU's relationship with WEN. He took CHIU back home and forbade CHIU to see WEN again. WEN was not discouraged and approached JIN to propose to marry his daughter. JIN refused. HO was the messenger with a message for the 'HOUND'. In his attempts to locate the 'HOUND', he was discovered and followed by MA. After a few days with no results, BAH instructed MA to bring HO in for interrogation. HO at the last minute hid the message in a temple. HO refused to speak even under the harshest torture. WAN wanted to rescue her father and sought MAN's help. MAN would only help HO if WAN would marry him. WAN had to agree. Because MA was sent by the Central Government, MAN dared not release HO without YEH's help. YEH in hope to weaken BAH, sent the riflemen to help H0. At this time HO tried to escape and was killed……

On the way to her execution, WAN was rescued by HONG and his fellow beggars. They returned to the temple for the secret message. MA and CARLTON arrested the beggars and tortured them. The beggars leaked the whereabouts of HONG and WAN. CARLTON surrounded the temple with his riflemen. In their escape, WAN was shot and killed but HONG escaped to LEONG's school wounded. MU was furious at CARLTON but cannot beat him. Finally it was decided that TSE and CHAN would challenge CARLTON while MU would watch and try to find a way to beat CARLTON. The attempt offered no solution to MU. But MU could not wait any longer and challenged CARLTON to a duel on LEONG's birthday. . Since MU did not want to involve LEONG, he managed to break his relationships with LEONG. No one knew of his real intention but MOK. MOK told LEONG. LEONG was moved by MU's regards for him so he taught MU the way to defeat CARLTON.

MU and CARLTON held their duel on the beach. MU had a narrow victory and CARLTON was killed. However, since then he had to live as a fugitive from YEH's wanted circular for him. On the other hand, CHIU was sick from missing WEN. JIN felt sorry about that. When LIU learnt of that, he advised JIN not to meddle in their love affair. After careful consideration, JIN finally agreed to betroth CHIU to WIN. CHIU was overjoyed. She quickly went to the Club House to find WEN. However, to her great disappointment, WEN was nowhere to be found. Meanwhile, in order to hand the secret message to WEN in person, CHAN requested the beggars to help him to locate WEN. At last, WEN was found - in the slums, fatigue and shabby.

WEN received the 'secret message' and was requested to lead the rebel forces. On the other hand, he also learnt that JIN was now ready to betroth him CHIU. He was in a dilemma. However, after very careful consideration, he decided to give up his personal feelings for the country's sake. He summoned his fellow operatic artists to return to. Fat Shan Apparently, they were here for a benefit performance, yet in fact, they were preparing for a rebellion. In order to strengthen their forces,. PIEN also purchased a load of fine-arms from Hong Kong. After WEN had settled everything, he went to request CHAN to take good care of CHIU. CHIU was deeply hurt after knowing that WEN had rejected the proposal. Meanwhile, after an in-depth investigation, MA finally made out that WEN was in fact the 'HEAVEN'S HOUND'. He led an army to arrest WEN. However they were defeated by the rebels……

When WEN was ready to proceed to Canton following his victory at Fat Shan, TOI requested to let him be the leader. WEN was obliged to obey as TOI threatened to retreat with his beggars once he refused. Meanwhile, CHIU was staying at LEONG's house. The special regards from C1iAN sparked off their romance once again. CHAN even intended to give up Kung-fu for the sake of CHIU. LEONG was greatly disappointed. Knowing that the rebels would soon attack Canton, YEH and BAH 'fully equipped themselves. The very long journey from Fat Shan made the rebel forces all too fatigue to be able to win the battle. Even worse, the fire-arm supplier in Hong Kong ate his words, sold his fire-arms to YEH instead of WEN. HONG was getting anxious. He decided to steal the fine-arms from the go down in order to help the rebels. Yet, unluckily, he fell into the ambush led by BAH.

MAN re-conquered Fat Shan. Knowing that the operatic artists were among the rebels, MAN ordered for the closing down of their Club House. LEUNG and PO refused to move out and the situation grew tensed. Upon hearing the news, LEONG came to dissuade them from further conflicts with MAN. However, instead of listening to LEONG's advice, they persuaded LEONG to Join them in. their cause. MAN determined to take his revenge on LEONG. The case was finally settled, but MAN ordered for the arrest of LEONG. In order not to involve the others, LEONG surrounded. CHAN motivated the public to launch a petition for the release of LEONG. They succeeded. WEN was very anxious of the failing morale of his army, and the retreat of TOI and his beggars. He believed that to get rid of BAH was their only chance to win the battle. So one night, he and three others broke into Canton city to launch a sudden attack on BAH. Unluckily, they were defeated……

CHIU fainted upon hearing WEN's death. She murmured WEN's name in her unconsciousness. CHAN by then realized that CHIU was still in love with WEN. Once again, he determined to withdraw himself from this whirl. Also, he volunteered to go to Canton to find WEN's corpse. In fact, WEN was still alive. He was rescued by an old man. However, this was later known by BAH. He traced WEN to the old man's house. Luckily, by that time, WEN had already left. In order to cover up the fact, he stilled the old man. CHAN failed to find WEN's dead body or obtain any information on WEN. He was very upset. On his way back to Fat Shan, he stopped by the but where he first met WEN. He went in to take a rest and was surprised to find WEN there.

CHAN saved WEN back to LEONG's house. CHIU was too happy to have a reunion with WEN; LEONG thought that his house was not a safe hiding place, so he suggested WEN to hide himself at CHIU's house. However, it was already too late. The house was already surrounded by BAH's army. After much bloodshed, WEN was able to have a narrow escape. BAH, in order to force LEONG to a duel, set fire to the Club House. In anger, LEONG went to find BAH for explanation. MU and MOK followed him secretly to protect him. However, all of them fell into the ambush of BAH. LEONG and MU were both killed, only MOK was lucky enough to escape. Afterwards, BAH threatened to close down LEONG's school if CHAN failed to tell him WEN's whereabouts. CHAN disregarded his threats. So, BAH ordered for his arrest……

EH rushed to Fat Shan to settle the case. WEN blamed himself deeply for involving CLAN. He felt miserable. After very careful consideration he decided to surrender himself to YEH for the release of CHAN. CHAN was now free. However once he learnt of the fact, he sneaked into the cell to rescue MEN. Nevertheless, WEN refused to be paved. He had already decided to sacrifice his life for the revolution. YEH ordered for the execution of WEN. CHIU was stunned upon the news. She begged to have a last chance to meet WEN. WEN was dead, but his heroic deed had aroused the consciousness of the public.

The death of WEN led to the outburst of the rebellion in Canton. The situation was unsettled. YEH and BAH had long been at feud. Both would like to make use of this chance to get rid of the other. YEH deliberately disclosed to MAN the whereabouts of BAH. In order to take revenge for LEONG, CHAN learnt Kung-fu from LEUNG and P0. He practiced feverishly. With his intelligence and diligence, he was able to master all of the Kung-fu from his teachers. On the other hand, WK brought about reconciliation between CHIU and him. CHAN was now fully equipped and was ready to challenge BAH to a duel. However, CHIU in fear that she might lose CHAN, just as WEN, begged him to give up his urge to revenge. CHAN was in a dilemma. What should he do?