To test their mettle, Pu pits them against the troops' existing trainers, three Southern Shaolin experts whom Bao, Xu, and Yang decisively triumph over.

Pu reveals his true intentions to the dying men: to rid the Qing Empire of the Shaolin factions, perceived as threats to the autocracy of the ruling Manchus, by stirring up internal conflict amongst them and ultimately have the Northern and Southern sides kill one another.

When Bao, Xu, and Yang learn of the deaths, they are in disbelief that their blows could have caused their compatriots' demise and go to the Southern Shaolin school in attempt to find out the truth.

While he teaches He the staff, Zhang is sent to learn the Southern Mantis style, techniques which respectively counter Yang's Butterfly Flail and Bao's Iron Palm.

Xu meanwhile, begins to suspect something has run afoul after learning that the first three Southern fighters died of internal wounds, injuries neither he, Bao, nor Yang could have inflicted.

During this time, the three men begin courting three women: Xu develops a relationship with Xiu Yun (Kara Hui), a servant girl of Pu's, and Bao and Yang pursue two food vendors, the latter who share in their disdain of the Manchus.

Sure enough, He, Zhang, and Mai, still in mourning, are infuriated and on the day Pu adopts Xiu Yin, arrive at the general's estate to challenge Bao, Xu, and Yang, who willingly accept.

Qing troops arrive to kill them but He urges Zhang and Mai to escape to reveal Pu's treachery as well as ensure the survival of Shaolin martial arts.