The film opens in 1895 when a band of nationalists calling themselves the Black Flag Troop get annihilated while attacking the Japanese army during the Sino-Japanese war. Fast forward a couple years to 1898 when kung-fu master Tan Tzu-tung (Ti Lung), along with his assistant Nine Catties (Cynthia Yang Li-ching), stop over in a small town. Tan quickly learns that ruffians have infiltrated the berg hoping to murder a government official. Tan, Nine, and a surprisingly skilled blacksmith manage to fight off the thugs. The blacksmith turns out to be none other than Wang Wu, the leader of the Black Flag Troop. Tan quickly tries to recruit Brother Wu to his cause -- to reform China and expel the foreigners. Soon Tan, Nine, and Wu find themselves in a plot to assassinate China's wizened, corrupt Empress Dowager.