Just before the WWII, at the verge of Japanese general invasion to China, XU Wenqiang, a disenchanted college graduate, went to Shanghai and met DING Li, a simple street merchant. The two soon found themselves involved in gang fights involuntarily. By chance XU saved the daughter of gang boss FENG Jingyao, and obtained both the love from the daughter and the admiration from the father. When XU found out FENG was conspiring with the Japanese, XU killed the Jap spy and went on the run just before the wedding with Miss FENG took place. She followed him down to HK, his father's killers too. They killed XU's uncle, thus XU declined the supplication to follow her to Paris. Miss FENG, heartbroken, married DING, now the new gang boss and madly in love with her. XU avenged his uncle by killing FENG, and just when he decided to pursue Miss FENG who was in Paris alone, the gunshots from Jap soldiers put an end to his life. The general invasion of Japanese troops to China began...