In 1940s Shanghai,

wannabe gangster Sing and his friend Bone try to join the Axe Gang.

Their attempts to extort Pigsty Alley backfire when hidden kung fu masters, including the Landlady and Landlord, reveal their skills.

A flashback explains Sing’s desire to be a villain stems from a childhood humiliation.

The Axe Gang leader, Brother Sum, escalates the conflict, eventually leading Sing to free the legendary assassin, the Beast.

After the Beast takes over the gang, Sing has a change of heart and is nearly killed. However, his own latent kung fu abilities awaken, and he masters the Buddhist Palm technique.

Sing then defeats the Beast, finding peace and reuniting with Fong, a girl from his past, to open a candy store.