The story begins in the 1910s in
Republican China. Cheng Daqi, a fruit vendor from
Chuansha, is arrested and imprisoned after being framed for murder. After he is saved by a military officer Mao Zai, he travels to
Shanghai in search of a new life. In Shanghai, he meets mob boss Hong Shouting and becomes one of Hong's protégés. He also falls in love with Bao, a singer whom he eventually marries. His true love, however, is Ye Zhiqiu, an opera actress from his hometown. When Hong unknowingly offends the son of the warlord General Lu and gets captured by the general's men, Cheng negotiates with General Lu and manages to persuade him to release Hong and invest in Hong's bank. A grateful Hong becomes
sworn brothers with Cheng, putting Cheng in a more powerful position in Shanghai's underworld. 20 years later, a middle-aged Cheng has become one of Shanghai's most influential tycoons; amongst his entourage are his childhood friend Xiaopang and rival-turned-bodyguard Lin Huai. He maintains close ties with Hong and Hong's wife, Ling Husheng. At the same time, he has a shaky relationship with Mao Zai, now a general in the
National Revolutionary Army. He meets his old flame, Ye Zhiqiu, when she visits Shanghai, but she is already married to Cheng Zhaimei, an anti-government activist. They are caught up in the events of the
Second Sino-Japanese War, which breaks out in 1937. After surviving an air raid and an abduction attempt by the Japanese, Cheng gets Mao to help him arrange for him, Ye and her husband to escape to Hong Kong. However, he is forced to leave Bao behind as a hostage. After the
fall of Shanghai, Mao defects to the Japanese and becomes a provincial governor. The Japanese general Nishino wants to make Cheng the puppet mayor of Shanghai, so Mao suggests that he keeps Cheng's loved ones alive and use them to lure Cheng back to Shanghai. Meanwhile in Hong Kong, Cheng and Ye learn that Hong, Ling and others have been captured, tortured and humiliated by the Japanese. Cheng and Ye return to Shanghai and reluctantly cooperate with the Japanese. They secretly plan to save their loved ones and assassinate Nishino. One evening, while Nishino and Mao Zai are distracted by an opera performance by Ye and her troupe in a theatre, Cheng, rejoined by Lin Huai, Xiaopang and his mob, leads a raid on the Japanese military base where Hong, Ling and the others are held. They manage to free the prisoners but are too late to save Ling and Hong. Lin Huai sacrifices himself to stop the pursuing Japanese soldiers, while Cheng, Ye and their companions launch an attack on the theatre, killing Nishino and several Japanese officers and collaborators. Mao flees backstage, where he holds Ye at gunpoint and threatens to kill her if Cheng does not surrender. Just then, Bao shows up and sacrifices herself to save Ye from Mao. Upon witnessing Bao's death, Cheng breaks down and kills Mao, riddling his body with bullets. Cheng then walks out of the theatre with Bao in his arms but finds the place surrounded by Japanese soldiers. Together with Bao and Xiaopang, he takes shelter in a car and they all die when the soldiers open fire at them. ==Cast==