Brothers Yipao (Yuen Biao) and Dai Rao (Leung Kar-yan) are a couple of down on their luck conmen. After getting soundly defeated by the kung fu master, Silver Fox (Lau Kar-wing), the brothers realise it would be in their own self-interest if they learn how to fight, and they ask him to train them. Unfortunately, their new master is actually a ruthless killer, and when the brothers realise this, one of them is murdered. To get revenge, the surviving brother must learn a unique form of kung fu from an unlikely source, a beggar who just happens to be a master fighter!