Yen Shih-san (Ling Yun) is reputed to be a swordsman without an equal, and in a brief space of time kills several challengers, all of who were also skillful swordsmen. One day, Miss Mu Yung Chiu-ti (Chen Ping) suddenly appears on the scene and proclaims that Shan Shao-yeh (Derek Yee) is the most superior swordsman, and that he has killed several hundred swordsmen all of whom had challenged him to duels.

Mu Yung Chiu-ti is anxious to have Yen Shih-san oppose San Shao-yeh, but Yen Shih-san knows that she only wants him to take revenge against San Shao-yeh because he killed 46 of her henchmen. Nevertheless, he feels he must test his own sword-fighting sills, and therefore seeks San Shao-yeh out. However, Yen Shih-san learns from a retainer that 15 days earlier, San Shao-yeh died of natural causes. This news prompts him to sheath his sword forever. Yet San Shao-yeh is not dead. In order to escape his fame, he changes his name to Ah Chi and begins working as a menial laborer at a local brothel where he befriends a prostitute named Hsiao Li (Yu An-an), and a mute labourer.

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