An aging kung fu master wants to prove himself the grand master of all china before he retires and sets about travelling the country seeking out worthy opponents. Along the way he and his three followers and his daughter are joined by a happy go lucky fellow who quickly becomes proficient in the art of pak mei. But when the undefeated master returns home he discovers that there is one more contest to be fought. But why has his young disciple issued the challenge and what dark secrets does he bide? All is revealed in the end.