It is the early years of the republic and China has been plunged into chaos as feuding warlords battle to expand their power and their lands. Young army leader Hou Chieh and his sworn brother Tsao Man find little resistance in their conquer of the township of Dengfeng, leaving thousands injured and dead in their wake. The venerated Shaolin Temple throws open its doors to the wounded. Disciples Chingneng, Chingkung and Chinghai venture out in the day to save the villagers and at night, become masked Robin Hoods to help the poor and weak. When Hou Chieh learns that temple disciples are helping his enemies, he challenges the temple's kung fu. The abbot purposely loses the fight to Hou Chieh and the latter becomes even more arrogant. But Hou is forced to repent when the shock betrayal of Tsao Man wipes out his whole family and he is forced to seek refuge at Shaolin. While recuperating at the temple, Hou has the chance to learn Shaolin's powerful martial arts from the crazy monk Wudao and find inner peace. However, his wife Yan Xi has difficulty coping with the loss of their daughter and decides to seek out Tsao Man for revenge. In the meantime, Chingneng, Chingkung and Chinghai also have a confrontation with Hou. The encounters anger Tsao Man who brings his army to besiege Shaolin and the peace-loving monks are forced to take up arms to protect the refugees and their beloved temple.