Japanese evil warlord Lord Godless (Simon Yam) desires to conquer China and imprisons a large number of martial artists trying to make them subjugate. Among the prisoners are Cloud (Aaron Kwok) and the martial arts elder statesman Nameless (Kenny Ho). Wind (Ekin Cheng) comes to their rescue and the trio is badly wounded by Lord Godlesss evil martial arts attack. The remaining martial artists sacrificed their lives to save the trio, hoping that the trio would beat Lord Godless one day and save the country