Hsiao Hai (Ting Wa-Chung) is a kung-fu servant of the big boss (Lung Fei). Bullied and abused, he finds himself taken under the wing of the boss when he stops some troublemakers rising in status. Hsiao Hai begins to learn the boss's dreaded chicken fist and also falls in love with a girl, Shao Hua, who works at a food stall. Shao Hua and her father are mantis-fist experts and inform Hsiao that his boss is not the upstanding man he appears to be.

During the Japanese occupation of Shanghai, a Chinese woman trains in the covert arts. When she arrives in Hong Kong, she learns that her brother works on behalf the Japanese cause. She then pulls together a team of women warriors to stop her brother