
The 108 rebels of the Liang Shang marshes are a constant thorn in the side of the corrupt government ruling China. The on-going battles between the two forces is seemingly endless, though the government officials manage to secure some very powerful allies in the shape of renowned general Shih Wen and his troops. On noting Shih Wen's involvement, Sung Chiang - the leader of the outlaws - fears for his 'brothers' and realises that there are few man who will be able to combat this new foe. The one man who stands out as worthy of the challenge is Shih's old kung-fu colleague Lu Chun though he is more interested in perfecting his skills rather than being involved in the fruitless battles of the rebels. Sung Chiang resolves to travel to Lu's town and persuade him to join the cause, hoping that this righteous master will feel an impulse of duty. However, on his arrival, Sung's identity is revealed by Lu's adopted son Yen Ching and his proposal therefore falls upon deaf ears. The situation takes a dramatic turn when Lu's oily assistant frames him for treason and the uninterested master now finds himself accused of collaborating with the Liang Shang rebels. It is this turn of events that persuades Yen Ching to join the rebels and help them rescue his wrongly imprisoned 'father' while also helping his new brethren plot a way of defeating the formidable Shih Wen.

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