It is a Shaolin Temple-themed martial arts film about their rebellion against the Qing, featuring David Chiang and Lo Lieh as Priest Pai Mei.

The Monk Chi San (David Chiang) is sent by his Shaolin masters to learn a special kung fu from a Wu-Tang priest and befriends his niece Wu Mei (Lily Li).

The priest's brother is Pai Mei (Lo Lieh), who disapproves of his associating with Shaolin rebels who oppose the Qing, leaves as his nephew Dao De (Ku Kuan Chun) remains behind to cause trouble for Chi San.

At this point Chi San gains his first student, Jin Lun nephew of Mr Li and goes through various integrity "tests" from local businessmen to prove if he is a true Shaolin monk.

Chi San orders his students to head south to wait on a ferry while he pursues Pai Mei and the Lama.