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In the late 1920s, Chen Zhen (played by Jet Li) went to Oriental to learn advanced technology in order to fulfill his master's wish. He liked the Japanese girl Mitsuko Yamada (played by Nakayama Shinobu). Because of the death of Master Huo Yuanjia, Chen Zhen returned to China to assist Master's son Huo Tingen (Qian Xiaohao) to manage the business of Jingwumen. Unexpectedly, it aroused his jealousy and caused a power struggle between the brothers. On the other hand, Chen Zhen traced the cause of Master’s death and suspected that it was Japanese officer Fujita Takeshi (played by Zhou Bili) secretly using chronic poison to kill Fearless. Chen Zhen asked a doctor for an autopsy to confirm that Master was indeed poisoned and died. Fearing that the conspiracy would be revealed, Fujita started a series of fierce battles by murdering others and setting up blame. Soon, Fujita challenged the Jingwumen, and he induced the head of the Japanese Black Dragon Society to challenge the Jingwukan. On the day of the competition, the two sides launched a thrilling decisive battle.