After MASTER SIU has finished the 'TEARFUL SWORD', he holds a premonition that his own son will be killed by this superb sword. To save his son from the ill fate, he sends him to live with his friend, SZE-MA, whilst he resides in a quiet place carrying the sword with him.

Years later, the TEARFUL SWORD is stolen by a girl, SHIU. Fearing that the sword may hurt his son, MASTER SIU thus sends his student KO to protect KWAN, MASTER SIU's son, who grows up to be a kung-fu master and also the chairman of the SZE-MA SECURITY ORGANISATION. KWAN is controlled by an ambitious counsellor, LOI, who plot to posses LION HALL, another prestigious security organisation run by CHU.

KO secretly follows SHIU to LION HALL where he meets CHU. KO and CHU, both appreciate the other's heroic mettle and become good friends.