In the late Ching reign when Shantung was hit by drought under German rule, Ma Wing Jing (Takeshi Kaneshiro) and his brother Tai Cheung (Yuen Hua), like other villagers, fled to Shanghai. Unable to make a living in the then foreign concession, the two were forced to become wharf coolies. In the city thriving on sex and drugs, the Chinese, for the sake of enhancing their social status, invariably wooed foreigners and conspired with the police station to cash in on the boom. Two influential figures in open and clandestine struggle with each other then sprang up. They were Tam See (Yuen Biao) and Yang Shuang (Yuan Te). Ma, a young man, won the recognition of Tan, See for saving his life, and the possession of a territory as a result. This provoked Yang Shuang to get rid of them both. Tam See further let Ma take over a brothel run by him and his mistress Yam Yeung Tien (Chow Kar-ling). Ma rocketed to fame and had an affair with songstress Kim Ling Tze (Jessica Hester Hsuan). However, tired of the underworld hatred, her father and she both left the establishment to make another living. Yang colluded with the police station to murder Tam See and to ambush Ma. To save Tam See, Yam double-crossed Ma resulting in Tam and Ma both getting seriously wounded. Having removed his rivals, Yang throve on porno, gambling and drugs and succeeded as the Mayor of Shanghai. During the inaugural ceremony, Ma, pretending to attend Tam’s funeral combined with the latter to wipe out Yang,, thus removing a district evil. Tarn unfortunately got killed as well. Weary of the underworld feud, Ma returned with Kam to Shantung to lead a quiet life.