During the Ming Dynasty, the Japanese tyrants have attacked the Chinese coast. General Chi Chi Quong developed a strategy to surround the remaining bandits and destroy them. The Japanese bandits have resorted to hiring skilled assassins - the ninja - to kill the general and take over the coast once and for all.

General seeks Master of the 3 Arts - - an old chief well versed in the Ninja. He gives the general's son an old book. He taught 3 students 1 for each art. Pau Jin Lung (Philip Kwok) is an expert at running, climbing, jumping. Tung Yin (Lu Feng) expert at making weapons and using them in combat. Jo Yeu (Chiang Sheng) is an expert in hand to hand unarmed combat and in stealth. They never met but all know a secret sign to identify each other with.

As the general's son rounds of the students of the 3 arts, the Japanese work their way into the general's stronghold - seducing the doctor, and killing off his workers. Once united, the 3 students disguise themselves as well: Jo Yeu a cook (Chiang Sheng), Tung Yin a fortune teller (Lu Feng), and Pau Jin Lung (Philip Kwok) a friend - so that they may guard the general secretly. The Venoms are at their best as they fight off the Ninjas at every turn - with a few stealth surprises of their own. This DVD release has a great audio commentary track by martial arts historian Ric Meyers.