He calls himself Devil Boy (John Reardon) abandoned at birth and rescued from the docks of Shanghai to grow into an adventurous young thief, who steals to provide food for the street children he considers his family. Now the clever lad and his faithful companion Bird (David Carradine) have their eyes on swindling the royal court of its jewels. The best way to do it is by winning the hand of the Governor's daughter. Princess Li Wei (Desiree Siahaan) with whom he is immediately and genuinely smitten. As luck would have it, she's being presented with potential suitors. There is formidable competition with the Prince of the North (Rupert Graves), who is the political choice for the Governor. The Princess, however, is secretly attracted to Devil Boy and manages to convince her father to challenge all her suitors with vigorous tests. As the suitors are tested, the Princess sends along her companion and accomplished sword master, Ting Ting (Theresa Lee), disguised as a man to keep D.B. safe. What the Princess does not know is that Ting Ting comes from the same 'street" family as D.B., and she is in love with him. It is immediately apparent that the Prince of the North is playing by a far more dangerous set of rules. Using under-handed methods, he has the help of a misguided Ting Ting who grows more angry and jealous of the love between D.B. and the Princess. Framed for attempting to poison the Princess, D.B. and Bird are condemned to death. In the last moment, a guilt-ridden Ting Ting helps D.B. break free from the dungeon, safeguard the royal family, and claim Li Wei's hand in marriage as his own. But it takes the faith of Bird, a magical flying carpet, and the mystical Fruit of Life for D.B. and Li Wei to see their dream to the end.