Junbao (Jet Li) and Tianbao, two young monks, grow up together in a Shaolin Temple, where they train in martial arts and share a close bond. Their mischievous nature often leads to trouble, but their martial skills set them apart. During a sparring match, Tianbao loses his temper when he perceives his opponent cheating and nearly kills him. This impulsive act results in both Junbao and Tianbao being expelled from the temple. Before their departure, their sympathetic teacher provides them with parting guidance, warning Tianbao about the dangers of his temperament.
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Leaving the temple, Junbao and Tianbao set out to find their way in the outside world. They soon come across a gang of henchmen extorting money from a local shop owner. During the commotion, a young woman known as Miss Li steals the money back and returns it to its rightful owner. Realizing what has happened, the gang chases Miss Li, who holds her own in a fight but is quickly outnumbered. Junbao intervenes, using his martial prowess to defeat the gang members. Before the situation escalates further, army reinforcements arrive, forcing Junbao, Tianbao, and Miss Li to flee.
As they escape, they encounter the eunuch governor, Liu Jin, traveling through the town with his entourage, terrorizing locals along the way. Tianbao becomes infatuated with the governor’s power and wealth, but Miss Li warns him that Liu Jin has “the heart of a viper.”
Miss Li leads the brothers to a pub where they meet Qiuxue (Michelle Yeoh), a young woman searching for her missing husband. She supports herself by playing the sanxian, a musical instrument her husband gave her as a wedding gift. Qiuxue’s search ends when she discovers her husband in the pub, now married to Liu Jin’s sister. A confrontation ensues when Qiuxue challenges the governor’s sister, eventually defeating her in a fight. However, her husband, eager to please his wealthy new wife, betrays her by striking her on the head with a stool. Junbao steps in to protect Qiuxue, fending off the bodyguards before fleeing with her.
The next day, as Junbao and Tianbao showcase their martial arts skills to earn money, the governor’s second-in-command notices Tianbao’s talent and eagerness to serve authority. He offers Tianbao a position in the army, which Tianbao readily accepts. Junbao, however, declines, unwilling to align himself with the governor. This decision causes a rift between the two brothers, and they part ways.
Later, soldiers arrive at the pub to collect increased taxes imposed by the greedy governor. Junbao and a group of rebels, who have been stealing from the governor to redistribute to the poor, confront the soldiers in a deadly fight. Though most of the soldiers are defeated, one escapes to warn the army. Junbao chases him, but before the soldier can reach the camp, Tianbao kills him to prevent the warning. Tianbao advises Junbao to distance himself from the rebels, warning of the danger they pose. However, Tianbao secretly uses the information to set a trap for the rebels, hoping to gain favor with the governor and secure a promotion.
Junbao, Qiuxue, and the rebels fall for Tianbao’s trap and attack the army camp. A fierce battle ensues, resulting in heavy casualties among the rebels. Tianbao captures Miss Li and Qiuxue, while Junbao and a few others manage to escape. Impressed by Tianbao’s cunning, the governor promotes him to lieutenant of the Embroidered Uniform Guard. To prove his loyalty, Tianbao kills Miss Li and holds Qiuxue hostage, using her as bait to lure Junbao into defecting.
Junbao confronts Tianbao, but when offered the chance to join him, Junbao refuses. A brutal fight breaks out, during which Junbao manages to rescue Qiuxue. However, the betrayal by his closest friend and the injuries he sustains in the battle cause Junbao to suffer a mental breakdown. Qiuxue helps him recover in a countryside safehouse, where Junbao has an epiphany. Observing natural phenomena, such as the flowing of water and the movement of leaves, inspires him to create a new martial arts style that uses soft, fluid movements to counter power and aggression.
Meanwhile, Liu Jin prepares to travel to Beijing to meet the emperor. Junbao and Qiuxue intercept the convoy, defeating Liu Jin’s sister and her guards before taking the governor hostage. They return to the army camp to confront Tianbao. Confident in his strength, Tianbao underestimates Junbao’s newfound skill. Junbao’s mastery of his new style, which he calls tai chi, allows him to neutralize Tianbao’s attacks with ease.
Frustrated and desperate, Tianbao kills Liu Jin, hoping to seize full control of the troops. However, Qiuxue intervenes, convincing the soldiers not to follow Tianbao, pointing out his betrayal and disregard for their lives. Disillusioned by Tianbao’s cruelty, the soldiers abandon him, leaving his fate to Junbao. In a climactic battle, Junbao defeats Tianbao using his innovative tai chi techniques. Tianbao meets his end when he falls onto a bundle of spears.
With the conflict resolved, Junbao parts ways with Qiuxue and returns Tianbao’s ashes to the Shaolin Temple. He then establishes his own martial arts school in the Wudang Mountains, spreading the teachings of tai chi and continuing his journey as a martial artist.
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