Locals are concerned with the growing influence and presence of Westerners and foreigners in Fat-san. General Lau Wing-fuk of the Black Flag Army approaches Wong Fei-hung and requests that Wong helps him recruit and train a local militia of civilian martial artists to help defend the town. Among those recruited by Wong include the butcher "Porky" Wing and an American-educated Chinese called "Bucktooth" So.
Wong meets Siu-kwan, who is around the same age as him, and whom he addresses respectfully as "13th Aunt". Although they are not direct blood relations, her father was a sworn brother of Wong's grandfather and that technically makes her Wong's elder. Romantic feelings between them gradually develop but it is considered to be taboo in traditional Chinese society and their relationship is often restrained.
Leung Foon arrives in town with a Chinese opera troupe to stage performances. He runs into some trouble with the Shaho Gang, which terrorises local businesses by demanding "protection money" from them. He accidentally runs into 13th Aunt and falls in love with her. After being fired from the opera troupe, Leung meets a martial artist called "Iron Robe" Yim and becomes Yim's student. Yim wants to make his name and establish a martial arts school in Fat-san, but he knows that he must defeat Wong Fei-hung, the most powerful and famous martial artist in Fat-san in order to achieve that.
Meanwhile, the Shaho Gang set fire to Wong's clinic Po-chi-lam as a warning after Wong interfered when they caused trouble in town. The gangsters went to the Americans led by Jackson from the Sino-Pacific Company to seek protection after the governor issued arrest warrants for them. In return for protection from the local government, the gangsters aided the Americans in their slave labour trade by kidnapping Chinese women to be sold to America as prostitutes. The Shaho Gang meets Yim and agrees to help him if he allies himself with the Americans and their gang.
The Shaho Gang kidnaps 13th Aunt while she was helping an escaped labourer from America to flee from the local government's inspection. Wong Fei-hung and his followers have also been placed under arrest by the governor for hitting government soldiers while buying time for 13th Aunt and the labourer to escape. The prison guards release Wong and his men out of respect for him as they know that he had been wronged. Just then, Bucktooth So reports that 13th Aunt had been captured by the Shaho Gang.
Wong Fei-hung and his followers disguise themselves and infiltrate the Americans' base. They engage in a battle with the Americans and the Shaho Gang, and emerge victorious. Wong faces Yim and defeats Yim in a fight. Yim is later killed by gunfire from the Americans, who were actually targeting Wong. Eventually, Wong Fei-hung and his followers succeed in rescuing 13th Aunt and the captives from Jackson. At the end of the film, Leung Foon is accepted by Wong Fei-hung as a disciple.
Cast
- Jet Li as Wong Fei-hung (doubled by Hung Yan-yan)
- Yuen Biao as Leung Foon
- Jacky Cheung as "Bucktooth" So
- Rosamund Kwan as "13th Aunt" Siu-kwan
- Kent Cheng as "Porky" Wing
- Yuen Kam-fai as Ling Wan-kai
- Yen Shi-kwan as "Iron Vest" Yim
- Jonathan Isgar as Jackson
- Steve Tartalia as Tiger
- Mark King as General Wickens
- Lau Shun as Lau Wing-fuk
- Yau Kin-kwok as Shaho gang leader
- Bruce Fontaine as policeman
- Wong Chi-yeung as Governor
- Yuen Cheung-yan as Yim's opponent
- Yuen Shun-yee as honourable Manchu guard
- Jimmy Wang Yu as slave from America
- Hung Yan-yan as Shaho gang member
- Wu Ma as Granduncle Cheung (cameo)
- Shih Kien as old man who gives advice (cameo)
- Simon Yam (cameo)
- Colin George as Jesuit priest
- Leung Gam-san as opera troupe boss
- Joanna Peijiffers as Joanna
- San Sin as lion dance drummer
- To Wai-wo as local militia
- Ling Chi-hung as local militia
- Fei Gin as local militia
- Lam Foo-wai as local militia
- Cho Yuen-daat as local militia
- Lung Biu as Shaho gang member
- Tong Pau-chung as Shaho gang member
- Kong Chuen as Shaho gang member
- Hui Si-man as hawker
- Chan Siu-wah as thug
- Sham Chin-bo as thug
- Wong Wai-leung as thug
- Anthony Carpio as thug (extra)
- Chun Kwai-bo as thug
- Sham Tsim-po
- Sin Ka-fai
- Marcus Fox
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