The film creates a fictional chaotic era, with the background of 19th century China. There is a powerful Lion Gang in the north. The court wants to buy them with gold, but at this time the gang is in internal strife. The boss Golden Lion (played by Chen Kuantai) is killed by the second Silver Lion (played by Wenfeng Byron Mann) and the third Bronze Lion (played by Li Liegong Cung Le). The son of Golden Lion Zeng Yi (played by Yin Chengzhi Rick Yune) is determined to avenge his father. A blacksmith (RZA) in a remote town wants to save enough money to run away with his beloved brothel girl Sisi (Jamie Chung), but he is forced to get involved in the incident because of his good skills. At this time, an unknown master Jack Knife (Russell Crowe) comes to the town, and the twin male and female killers (Lian Kai) and (Grace Huang) sent by the court also come to the town. Then the Lion Gang's thug "Brass Valve" (Dave Batista), the court's special official (Daniel Wu) and the brothel madam Hua Madam (Lucy Liu) also join the battle one after another, and the town falls into an unprecedented bloody storm. Director, screenwriter and starring RZA said that the original intention of shooting this film was to pay tribute to Shaw Brothers movies.