The anti-Ching patriots, under the guidance of Ho Kuang-han, have secretly set up their base in Canton, disguised as school masters. During a brutal Manchu attack, Lui manages to escape, and devotes himself to learning the martial arts in order to seek revenge.

The workers of a dye factory have their pay cut by 20% when the factory owner brings in some Manchu thugs to try and increase production. Desperate to reclaim their full wages, the workers hire an actor to impersonate a priest and kung-fu expert from the temple of Shaolin. The factory owner proves the actor a fraud, and punishes all those involved. The young actor feels he has let the workers down, and promises to atone. He sets out for Shaolin, determined to be accepted as a kung-fu pupil at the elite temple.

Monk San Te tries to support and protect Shaolin and her Fang Shih-yu who purposely attacks corrupt Ching officials.