Raymond Lee Wai-man remakes King Hu's 1966 masterpiece about revenge and intrigue between imperial eunuchs during the Ming Dynasty. At the film's outset, the villainous Eunuch Tsao (Donnie Yen Chi-tan) has assassinated one of his primary court rivals and is looking to take out his former rival's right-hand man Chow Wai-on (Tony Leung Kar-fai). Tsao orders that his rival's children be exiled, hoping that Chow will try to rescue them. Instead, Chow's lover Yau Mo-yin (Brigitte Lin Ching-hsia), along with her small band of fighters, saves the children and takes to a desolate tavern called the Dragon Inn, run by the sexy, but wily, Jade (Maggie Cheung man-yuk). Chow soon catches up with Yau at the Inn, catching the eye of Jade. Before the two can move the children to a more secure location, Tsao's henchman pay them an unwelcome visit. While the two sides maneuver, Jade plays both sides of the fence.