Ma Wing Jing and his older brother Ma Tai Chueng arrive in Shanghai to make their fortune at the end of the Qin Dynasty. Be-friending a powerful mobster Wing Jing is given his nightclub in return for saving Tam Sei's life. Unfortunately another Gangster wants the territory a well. Corruption and violence rule the streets as Wing Jing and Tam Sei must battle not only the rival gangs but the corrupt police officials as well.