After their parents are murdered by bandits, Chen Jun (Donnie Yen) and his younger sister are forced to journey to Shanghai in order to raise enough money to rebuild their homes. Neither of them, particularly Chen, realized just how dangerous city life could be. Chen quickly finds himself the member of a gang, which nearly gets him killed. Finally, he becomes a student of kung fu master Fok Yuen Gaap (Eddy Ko).

As the dejected citizens of Shanghai cower in fear of the Japanese occupation, Chen Jun joins the Jin Wu Martial Arts Academy in hopes of refining his skills and striking back at his oppressors through the formation of a well-organized underground resistance. When Chen's master is poisoned by the leaders of the Japanese occupation, the furious student puts his skills to the ultimate test by embarking on a skull-cracking revenge spree that will leave martial arts fans breathless.