Mok Kwai-lan (Liu Xuan) is an ordinary girl working as a water labourer in one of Guangzhou's most famous restaurants.

This simplicity is shaken when she meets the unsociable and eccentric young boxer Lui Ching-lung (Bosco Wong) in an underground martial arts arena, and the ambitious Kwai Fa (Fala Chen), an assistant chef who begins working in the same restaurant as her.

Longing for Fa's affections, Sam-shui hopes to become a student of Wong Fei Hung (David Chiang), the greatest martial artist of Guangzhou, in order to impress her.

Kwai-lan, originally uninterested in martial arts, becomes spellbound by the sport after watching an intense fight between Fei-hung and Fok Koon-wai (Kenny Wong), a Mizongyi practitioner.

When Kwai-lan finds out that Ching-lung's father Lui Kong (Dominic Lam) is sick with leprosy, she asks for Fei-hung's help.

When Lui-Kong, feeling guilty over his inability to provide for his son, decides to drown himself Ching-lung seeks revenge and attempts to kill Fei-hung in public.

Unknown to his son, Lui Kong is actually saved by Tong Yuet-hang (Elliot Ngok), Guangzhou's chief commissioner.

Yuet-hang talks Kong in starting his life over, and suggests him to rebuild the Lui Gar martial arts school in order to compete with Fei-hung's Po Chi Lam.

While Lui Kong recovers and prepares to re-establish his school, Ching-lung is touched by Fei-hung's generosity and decides to become his student.

Kwai-lan not only helps Fei-hung in facing Kong's duel challenge, she also saves Po Chi Lam from collapsing.

Ching-lung, disgusted by his father's influence and still close to Fei-hung and Kwai-lan, chooses to stay in Po Chi Lam and allows Sam-shui to take his place in Lui Gar school.

Partially seeing her as an example and because he knew Fa would not give him any favors, Sam-shui marries Yuet-hang's daughter Shuet-kiu (Kaki Leung) and also becomes a spy for Kazuo.

The Japanese merchants and fighters gain control of Guangzhou's economy and martial arts schools, forcing Po Chi Lam out of business.

Sam-shui, now too invested in Japanese imperialist ambitions, starts a fire to burn Po Chi Lam down to the ground in order to destroy any evidence of his wrongdoings.

Kwai-lan moves into Hong Kong, meets up again with Ching-lung and Fa, and opens a school of martial arts, unprecedented of the time she takes in students of all ages and background.