Chang Wen Hsiang (David Chiang) and Huang Chung (Chen Kuan Tai) are two highwaymen with little ambition outside of filling their bellies. They stop Ma Hsing I (Ti Lung) on the road to demand money. Ma meets and defeats their challenge in a lighthearted battle and finishes by offering the surprised pair all of his money. He then follows them to their hideout and recruits them in a bid to take over a large gang of hill bandits. The three succeed and under Ma's ambitious leadership, they begin to train in kung fu. At this time Ma is drawn to Huang's wife (Ching Li), who sees
Ma as the noble man her harsh, philandering husband is not. Huang is oblivious, but a more perceptive Chang clues in.
The affair is cut short when Ma leaves to join the Ching army and work his way up to a generalship. As he had promised earlier, Ma sends for his friends and the rest of the bandits to become part of his new army. "Good times" follow as Ma leads his forces with Chang and Huang as his chief lieutenants to wipe out rebels and bandits alike. But soon, Ma resumes his tryst with Huang's wife. With the encouragement of his aids who see Huang as a liability, Ma orders Huang's death in order to keep the affair secret. Unable to save his brother and infuriated by this betrayal, Chang does the inevitable and faces the judgment of the Ching government.
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