One of the darkest times in Chinese history is the Qing Dynasty in the 1860’s. The Manchurians had invaded from the north and instituted imperialism. Ma Xinyi (Jet Li), general of the Qing army, is the only one left alive after a terrible slaughter. He is found and saved by Lian (Xu Jinglei), a beautiful woman with whom he becomes quite enamored. During his time of rest, Ma meets Cao Erhu (Andy Lau) and Lieutenant Zhang Wenxiang (Takeshi Kaneshiro). They band together and fight together, swearing a brotherhood to each other no matter what. Ma gains a growing obsession with power and victory, distancing him from the others, and when he finds out his love Lian is actually Cao’s wife, he decides to stop at nothing to get what he wants.