A h Chien (Lo Meng ) and Ta Po (Philip Kwok) are steadfast friends who make their meager living as errand boys for a restaurant and a bean curd maker. They are also quite adept at martial arts, with Ah Chein favoring the Mantis Fist Style, and Ta Po using the Black Tiger style, which basically is an acrobatic and improvisational weapons (like stools, bowls, and chopsticks) form.

Both wish for something more out of life, and they soon get it. Renegade monk Pai Mei, has aligned himself with the Manchu�s, betrayed his fellow monks, destroyed the Shaolin temple, and sent its members fleeing into the hostile countryside. Chief among these men is Hung Sze Kwan (Jason Pai Pao), who was severely wounded in the attack. Sze Kwan makes his way to the Llama School, but is turned away because the schools master Chow Ching has also bowed to the Manchu�s power. Also, thrown out of the Llama School was student Chi Chai (Sun Chien), who was the envy of his fellow classmates, and who found friends in Ah Chien and Ta Po, the three hanging out and training together. And it is the three of them that discover the badly wounded and castaway Sze Kwan, recognizing him as a Shaolin patriot, the kind of man they envy.

They hide him away and try to gather the money for the much needed special medicine that will cure his wounds. While Sze Kwan heals, the Llama School and five deadly Machu warriors continue to hunt around and try to find Sze Kwan. The bad guys begin to close in, tracking the medicine to the three men, so it is a good thing that Sze Kwan is healing, training them, polishing their martial skills, and waiting for a fellow Shaolin compatriot to appear.

The Manchu�s eventually find them, and after a narrow escape, the five men seek revenge on the Llama school, and hole up in a dye mill, awaiting the inevitable battle (involving so many weapons I cant begin to name them all- poles, spears, hammers, fork daggers, vases, iron rings, swords, etc.) with the deadly Manchu�s waiting outside.

Han Chi is played by Chiang Sheng and a cameo appearance by Wang Li as brother Wong. Chiang Sheng takes a back seat while Sun Chien gives us a rare performance of playing comedic roles with Lo Meng and Philip Kwok. This film also cameos newcomer Wang Li whose performance taking on all the Baby Venoms and Lu Feng, assured him furture, more prominent roles in other VenomsFilms. Lu Feng won Best Actor Award for his performance in this film.