It`s 1645, and the forces loyal to the Ming are fast losing out to the Ching (Manchu). Treacherous quisling Shu Ting Kao betrays Captain Sher and takes him prisoner, as per the (Ching) emperor`s orders. Sher`s loyal comrades include Yuen, who is the daughter of a general recently killed in battle. Yang Chao is overrun, but Sher`s comrades disguise themselves as Ching soldiers to rescue him.