A masked Swordswoman, the "Black Butterfly", steals from wealthy People and Bandits only to give it to the Poor. Actually, she is Bao Zhu (Chiao Chiao), the Daughter of a retired Swordsman, Kwan Yee (Tien Feng), who has refused to teach her Martial Arts which he is been teaching to the locals, including Xi Lang (Yueh Hua), his Number One Disciple. As a result, Bao Zhu has secretly turned for Instruction to a local Drunkard known as Drunken Beggar (Yang Chi-ching), who is actually a Kung Fu Expert believed to have died ten years earlier. Because she's supposedly never learned Kung Fu she's not considered a Suspect in the Black Butterfly robberies. Trouble starts when a Banditgang whose Gold had been robbed by Bao Zhu comes to Town looking for her. Eventually, Kwan Yee and his students, Black Butterfly and Drunken Beggar, have to fight the Bandits at their Fortress..
