On a moonless night, Sayo, Takeshi and Kyoko are running for their lives. Takeshi is killed by pursuing ninjas ; Sayo runs into Chow Hao Yin and escapes; Kyoko disappears. The head of the ninjas, Kota decides to finish the job himself.

Chow and Sayo take shelter in a small town. They run into the 4 Little Fortunes, soon they become the best of friends.

Madame Ho runs a gambling operation in town, she organizes a competition to safeguard her interests.
Various martial arts club send their best fighters in to win the protection fees from her 18 shops. Tong Lu of the Righteous Hall is a powerful contestant, he takes the trophy together with Chow. A rematch
is arranged between Chow and Tong Lu. But both Chow and Tong have much respect for each other and become good friends.

During the rematch, their true characters are revealed. Tong Lu will resort to anything in order to succeed ; Chow realizes that friends are more important than material gain. He decides to quit the match, this also ends his friendship with Tong.

Chow leaves town with Sayo and begins looking for a job and a teacher to further his martial arts skills.
With help from the 4 Little Fortunes, Chow finds Master Way who emphasizes that the mind is the most powerful weapon of all. Meanwhile, Tong indulges himself after he's won the championship. To celebrate his mother's birthday, Tong insists on taking over an occupied private room in a wine house. On entering, he finds Kota there. Tong decides to leave town but he's intercepted, a fight ensues. Chow arrives and helps Tong who is badly injured and later dies.

It turns out that Kyoko has been in a coma all this time in Master Way's cellar. With Big Fortune's acupuncture, together with Sayo's reed music, miraculously, Kyoko wakes up to disclose a big secret. military map. Meanwhile, the ninjas arrive. A big battle takes place.

Finally, Chow faces Kota. At first he has trouble countering Kota's powerful moves. In a critical moment, he remembers what Master Way said about the mind being the most powerful weapon. Finally, Chow is able to achieve the ultimate victory.