清帝康熙自知不久人世，决定传位于十四太子（莫少聪）；后十四太子忽遭蒙面杀手行刺，幸为亲信曾静（徐少强）所救。原来四太子（刘永）早已觊觎帝位，乃派人行刺胞弟；四太子计划失败后，收买曾静不果，乃四出求贤，卒觅得文武双全之年羹尧（白彪）相助，更拉拢反清文人吕留良（谷峰）及其侄女吕四娘（刘雪华）等，佯称若助其登上帝位，誓必履行“满汉一家”之协议……

Yun Fei Yang is the viciously bullied orphan who takes on the unpleasant tasks at a formidable kung-fu school. Constantly mocked by the other students of the school, Yen counts as his only friend the daughter of the resident master. Any internal wrangling between the various members is put to one side when a swordsman from a rival clan reminds the master of the duel he must take part in once a decade. Unfortunately the defending clan chief is well aware that his rival is more powerful than himself. The expected defeat is further complicated when a wandering swordsman arrives on the scene and joins himself to the injured party, immediately adding to Yen's woes.