Ta Pien (Bruce Leung) is the hapless village thief who picks the pocket of Ah Chai (Hon Gwok Choi) a local money lender and is badly beaten by his henchmen. Kicked out of the town, he befriends a local brothel cleaner named Chi, and the two move into an abandoned monastery also occupied by a drunk warrior. Meanwhile a martial arts master named Kwai (Lee Hoi San) enters the town looking for a secret manual which is held by the masters of a Kung Fu school. When they refuse to give up the manual he cripples three martial master brothers and ruins their school. Ta Pien sees this and nurses them back to health. In return they teach him the twelve sections of Tan Toi kung fu so he can exact his revenge on Ah Chi and his gang.