At the beginning of the twentieth century, Yu-liang leaves a brothel in a small Chinese town, to become the second wife of Mr. Pan. While Pan is away at the revolution in Yunnan, Yu-liang learns to paint and takes art classes at the Shanghai Art Institute, until it is closed for painting nudes. Because she cannot bear him a son, Yu-liang leaves Pan to his first wife, and studies art in Paris, where she wins an award for a nude self-portrait. She returns to join Pan in Nanking in the 1930's, and becomes a Professor until it is discovered that she came from a brothel. She returns to Paris to live the rest of her life there, and finally gains a major exhibition of her work.

After a devastating artillery attack on the island of Kinmen, commander Chi Liang-chen and his battery prepare a counter-attack.

Kao Han (Kenny Bee) and Pan-yun (Xiu-ling Lu) meet for the first time as strangers in a pet shop. It is destiny that they meet a second time and Kao Han takes a chance in this second meeting to pursue Pan-yun. Pan-yun is reluctant to get involved with Kao Han because she still thinks about and love her late-husband and also her late-husband's niece, Ko-hui (Lan-xi), is in love with Kao Han. Reluctantly and unwillingly Pan-yun falls for Kao Han but their love is not so easily obtained.

The kung-fu kids return to stop an evil dictator.