[3] This version is set in 1930s Shanghai and stars South Korean actor Jang Dong-gun and Chinese actresses Zhang Ziyi and Cecilia Cheung.

Fenyu, a young widow who has just arrived from Northeast China (aka Manchuria) where the Japanese are making incursions, is staying at the country home of Madam Du, her grand-aunt.

Sensing an opportunity for some sport, Jieyu makes Yifan a wager: if he can seduce Fenyu without falling in love, she will finally agree to have sex with him; if he fails, he will sign over a valuable piece of land to her.

Meanwhile, Jieyu employs a different strategy to get her revenge on Jin, encouraging an attraction between Beibei and her young drawing teacher, college student Dai Wenzhou.

One year later, Fenyu becomes involved in charitable causes to educate children, while Yifan's death brings guilt and sorrow to a mourning Jieyu.