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Yuen Baio and Ka-Yan Leung play brothers Yipao and Taipao, lovable rogues who convince a martial arts expert to take them on as students. When Yipao discovers that their teacher is actually a wanted criminal, Silver Fox (Chia Yung Liu), he is attacked by his master. Taipao jumps in to protect his sibling but is killed; Yipao barely escape with his life. Seeking revenge, Yipao enlists the help of a beggar (Sammo Hung) who is a master of monkey-style kung fu, and together they take on Silver Fox in a breath-taking fight to the death.