Fei-fei (Angela Mao), an orphan, meets two elderly masters, Madman Lu (Hsu Pu-liao) and Hu (Wang Tai-lang), who duel every five years to determine whose martial arts are superior, but they have always been evenly matched for the past twenty years.

Fei-fei suggests the two to teach her their skills so she can use it on a worthy opponent and would determine whose martial arts is superior based on whose techniques are more useful.

At this time, Fei-fei also finds Shui and defeats him in a fight and tells him to send a message his sifu to meet at Wan Mountain to next day.

Lu and Hu think of a way to defeat Ma's techniques and remembers the dancing martial arts style they witnessed at the brothel.

Therefore, Lu and Hu create a Dance-Boxing style and uses it to Fei-fei while at the same time, Ma also passes his Upside-down Horse Boxing to Shui.

Fei-fei eventually gains the upper hand when she uses Dance-Boxing and with the help of Lu and Hu, manages to kill Ma.