It is the early years of the republic and China has been plunged into chaos as feuding warlords battle to expand their power and their lands. Young army leader Hou Jie (Andy Lau) and his sworn brother Cao Man (Nicholas Tse) find little resistance in conquering the township of Dengfeng. With the warlords leaving devastation in their wake, the venerated Shaolin Temple throws open its doors to help the injured. But when Hous brother violently betrays him, he is forced to repent and seek refuge at Shaolin. While recuperating at the temple, Hou finds inner peace and has the chance to learn Shaolins powerful martial arts from the monk Wu Dao (Jackie Chan). However it is not long before Cao Man brings his army to besiege Shaolin, and Hou and the peace-loving monks are forced to take up arms to protect their beloved temple.