What's the use of good Kung Fu? A businessman's father Master Yeun Ying Fei (Lu Feng) was famous through use of the Golden Sword. Now with the dawn of new transportation - such as trains and ships - people no longer need the help of skilled escorts. This leads to little or no business. The Kwan family is only one still in business. Master Yeun is troubled with pride. He wishes to achieve fame like his father. He feels all will be in vain if he does not use his wealth and kung fu as a means to his deserved success. To satisfy his thirst for Kung Fu. He invites visitors, Mr. Chen, Mr. Lei, and the 5 Mong Brothers, not for hire, but rather to test their kung fu. What follows is a deadly game where whoever counters the Golden blade techniques, can stay as his guess. They all fall victim to his deadly kung fu skill. Master Yuen wishes to occupy the business area from the successful Kwan family. Unfortunately, young Kwan refuses to give up his business so easily. He is aware that Master Yeun wants a monopoly of all the escort businesses and will not tolerate his bullying ways.

Former escorts, skilled in Kung Fu and now out of work are also known as Ruffians. We meet 4 ruffians whose hard life includes getting beat up at restaurants when they don't have the money to pay. Fed up with sponging off of others, and getting no respect despite their martial arts mastery. The Ruffians are determined to show they have pride and will not eat for free. They do this by trading their martial arts weapons. Fortunately, for them Master Yeun owns the local restaurant and the pawnshops. He hears of their skill and plans to make friends with them.

The Ruffians practice their Kung Fu with one another. It is what they know and do best. They develop friendship, trust and ability when they fight together. Master Yuen finds them fighting and offers them to stay at his place as guests. He makes the point that he is just like them, except he has a lot of money. What he doesn't tell them is he plans on using them to help rid him of young Kwan and his family business.

Unaware of his motives, the Ruffians take with open arms Master Yuen's hospitality. They 'Eat good food, practice Kung Fu, lie around, and generally make a mess'! They are grateful for all he's given them. Master Yuen convinces the Ruffians that young Kwan is bullying HIM. Out of respect they visit Kwan to test his Kung Fu. In the process they find that he is just like them: A fair man, who will do anything to protect those he cares about. And besides he loves, and is good at, Kung Fu. Instead of enemies, they become 5 good friends who practice Kung Fu daily at the Old Temple.

When Yuen finds out a friendship has been developed between the Ruffians and Kwan, he sabotages Yang's (Philip Kwok) pole to explode upon impact. Disgusted by his treachery, the Ruffians team up to take on the Golden Blade in one of the Venom's greatest weapon clashes.