During the early years of the Republic era, in the North-East region of China, the people are suffering from the power struggle among the local Warlords, bandits, and Japanese invaders. Warlord Lam (Sammo Hung), is not a leader of great vision, but stands firm in his own beliefs. The only paradise within the region is ‘Lucky Town’, the one place where no one dared to attack as it was protected by the seven kung fu masters who have resided there. When young patriots, Yan Fang (Rose Chan) who disguised herself as a man, and Howard Luo (Dennis To), infiltrate Tiger’s Den at night trying to steal the code book fail in their mission and tries to run, only Yan survives and is rescued by Cheryl. Mistaking Yan as a man, Cheryl falls for Yan. She then brings Yan to Lucky Town and begs the Seven Masters to cure Yan. Cheryl and the Seven Masters are then told of the secret plan by the Japanese, and together, they resolve to fight against Tiger Den and save Warlord Lam.

Fung, aka “King of the Gigolos”, is now ‘retired’ and running a nightspot in Hong Kong’s Lan Kwai Fong entertainment district. He takes on a rare new client, Monica, who has reluctantly turned to prostitution to pay her mother’s medical bills. Having been referred to him for carnal guidance after a customer labels her a “dead fish”, Monica inevitably falls for Fung’s charms.