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FAN CHIN-Wan (Yang Qun), Fong YUE-TING (Zhang Tianhe) and LEE YUEN-LUNG, father of LEE TONG (Wong Yat Wa), are the three main gang leaders in Shanghai. LUNG is later accidentally killed by WAN in a mishap, following which his assistant KOON SZ (Kwan Hoi San) flees to Hong Kong with TONG and his own children KOON KUNG (Lui Kai Chi) and KOON FUNG (Chan Man Yee). To avenge LUNG's death, SZ starts to train the three kids. A few years later, WAN and TING have moved to Hong Kong. TONG and his best buddy AU-YUENG KONG (Miu Kiu Wai) seek to approach WAN and finally manage to become his assistants. Desperate for revenge, TONG means to woo WAN's only daughter YUK-YING (Cheng Yu Ling) and has thus seriously offended LAU MAN-FU (Shek Sau). Having fallen into TONG's trap, WAN and TING begin to fall out and attack each other. While still reveling in the joy of revenge, TONG suddenly comes to realize that he is beset by dangers and teetering on the verge of death...