A plainclothes policeman, Chin Tai Ba, is seriously wounded in a fight with some ruffians but is helped to safety by a young wiseguy, Cub. Here he is taught the art of Sleeping Fist by Cub's master Chung Yiu, and the trio march to the Shang Wei martial arts school to take revenge on the thugs. However, in a last desperate attempt to get even, the gang call on Eagle Claw master Kao to sort out the snoozers.

At the end of the Qing Dynasty, Shandong warrior Ma Yong-Zhen was murdered in Shanghai by the evil Axe gang. His sister, Ma Su-Zhen heard the news and swears to take revenge for her brother. Alone she makes her way to Shanghai to tackle the Axe gang and the evil forces that control them.