China is plunged into strife as feuding warlords try to expand their power by warring over neighboring lands. Fuelled by his success on the battlefield, young and arrogant warlord Hou Jie (Andy Lau) sneers at Shaolin masters when he beats Jing Neng (Wu Jing) in a duel. But the pride comes before a fall. Soon, Hou Jie is betrayed by Cao Man (Nicholas Tse), who is the 2nd-in-command and his buddy, and walks right into a trap and gets waylaid by rival warlord Song Hu (Shi Xiong Hong). To make matter worse, his wife (Fan Bing Bing) deserts him, while his child is killed. The crestfallen and heartbroken Hou Jie seeks refuge at Shaolin. As the civil unrest spreads and the people suffer, Hou Jie and the Shaolin masters are forced to take a fiery stand against the treacherous warlord Cao Man and his collaborator Suo Xiang Tu (Xiong Xin Xin). Led by Hou Jie, they launch a daring operation.