David Lai Tai-wai directs this period kung-fu yarn, set in the 1920s, about Fei Yu-shu (Chin Kar-lok), an undisciplined, wayward student who is about to be kicked out of school. One day, he saves a beautiful young maid named Hsiao-ju (May Lo Mei-mei) from being sold to a whorehouse by her venal master Wang (Victor Hon Kwan). Later, Fei is sent to live with his Uncle Yi (Lau Kar-leung), who runs a noodle shop. When Wang's thugs try to trash Yi's shop in retaliation, Fei's uncle reveals himself to be a master of kung fu as well. Aided by muscle bound health nut Jean Pol (Frankie Chin Chi-leung), Yi instructed Fei on the finer points of the Scorpion style of kung fu, as Fei prepares himself for his final showdown with Wang.