A band of fighting Ming Dynasty loyalists branded as enemies of the state are driven underground following the burning of the Shaolin Temple by Qing Dynasty officials. Due to a misunderstanding, Shaolin kung fu prodigy Fong Sai-yuk (Alexander Fu Sheng) is duped into helping Qing agents to capture leading Shaolin rebel Hung Hei-gun (Chen Kuan-tai). Upon discovering his mistake, Sai-yuk teams up with the remaining rebels to free Hei-gun before his planned execution. Plotting to stop them is General Che Kang (Zhu Mu), a formidable Tibetan kung fu master who commands an army of fighters including four deadly Tibetan llamas.

Cheng Pei-pei plays Golden Swallow, a fighter-for-hire who has been contracted by the local government to retrieve the governor’s kidnapped son. Holding him is a group of rebels who are demanding that their leader be released from prison in return for the captured son. After a brief encounter with the gang at a local restaurant, Golden Swallow is joined by an inebriated wanderer Drunken Cat (Yueh Hua) who aids her in her mission.