Junbao (Jet Li) is a monk who grows up in a Shaolin temple with his friend Tienbao. Their friendly competitions to see who is stronger frequently gets them into trouble. At a competition for promotion to a higher place in Shaolin, Tienbao almost kills another student for cheating and using a concealed weapon. After a disagreement with a master, who refuses to believe Tienbao, a fight erupts which results in Junbao and Tienbao being expelled from the temple. Having lived in a temple their entire lives, they have trouble adapting to the outside world and eventually gets mixed up with local rebels who frequently steal from a corrupt governor and give the proceeds back to the poor. Tienbao, who was always very ambitious and competitive, gets tired and disillusioned by their new lifestyle, accepts an offer by the governor to join his army. The two childhood friends reluctantly decide to go their separate ways. Seeing an opportunity to secure a promotion in the army, Tienbao sets a trap for Junbao and the rebels by giving them false information. Many rebels are killed in the ensuing battle and Junbao, in disbelief that his friend would betray him, temporarily loses his mind. He only recovers by discovering the art of Tai Chi with the help of his friends and a book that his former master had given him prior to leaving Shaolin. In a final showdown, Junbao kills Tienbao after realizing his boyhood friend is beyond salvation.