People of the BAT PALACE suddenly attack WU and CHOR but are defeated. Believing that it is a means to test their kung-fu, HANG asks the others' to be careful.

Asked by KO to elope with her, WU hesitates. KO runs away misunderstanding that he loves LING.

The People are exhausted after struggling with a poisonous bay which suddenly attacks the Peaceful Mansion. Bitten by the bat, HANG and the others turn mad.

Seeing that the others die because of the bat's poison, CHOR persuades HANG to find a doctor but is rejected. CHOR uses his kung-fu to stop the poisonous blood from flowing to HANG's heart. Losing control, CHUN admits her love for CHOR. CHOR persuades FU MUI who intends to kill CHUN in order to save face to consult DR.CHEUNG.

At the meeting of all clans, people are besieged by the BAT PALACE's assassins. Disguising as MASTER BAT, YIU of DIM CHEONG CLAN is killed by HANG.