The Tang emperor is betrayed by one of his generals, who installs himself as emperor in the East Capital. The son of one of his slave workers escapes to the Shaolin Temple, learns kung fu, and sets out to kill the traitor who killed his father.

China is plunged into strife as feuding warlords try to expand their power by warring over neighboring lands. Fuelled by his success on the battlefield, young and arrogant Hao Jie sneers at Shaolin's masters when he beats one of them in a duel. But the pride comes before a fall. When his own family is wiped out by a rival warlord, Hao is forced to take refuge with the monks. As the civil unrest spreads and the people suffer, Hao and the Shaolin masters are forced to take a fiery stand against the evil warlords. They launch a daring plan or rescue and escape.

清朝道光年间，年轻人杨昱乾（吴京 饰）一直跟随师傅修习外家拳，因受先天条件限制，一直没能修炼到登峰造极的境界。因此，师傅建议他改为修炼内家拳，可惜杨昱乾一直没有机会。一次，杨昱乾的父亲回来摆寿时被人上门破坏，杨父迁怒于师傅没有好好教杨昱乾，于是赶走了师傅。随后杨父前往找人晦气时被官府逮住，回来后自觉没脸在家而外出了。而没了师傅的杨昱乾为了修习武艺，也辞别了母亲外出拜师学艺。
杨昱乾来到了京城，因为人老实而且没有出过远门，他被人骗光了钱财，只好到一家花店当伙计。一日，花店收到订单拍杨昱乾送一批花篮到漕帮帮主的灵堂。在灵堂上，杨昱乾遇到了前来拜祭的高手董海川，想拜他为师，无奈海川此时有事要办，无法答应，不过海川再次指出杨昱乾的天资应该修习内家拳。随后，陈氏太极高手陈正英（于海 饰）的女儿陈少琪（樊亦敏 饰）代父前来拜祭，此时恰逢漕帮众人为了争夺帮主之位而大打出手，其中一伙竟然还劫持了已故帮主的妻儿。杨昱乾看不过眼，出手相助，被众人打伤。危急关头陈少琪以太极拳相救，帮主夫人趁乱救出了杨昱乾。杨昱乾获救后决心找寻太极高手学艺……

Falsely accused for cheating in a martial arts competition, two boyhood friends are banished from their Shaolin Temple and go their separate ways. As adults, they join opposing sides in a civil war. When one betrays the other, they settle their differences mano-a-mano.

Romance blossoms between two rival families practicing Shaolin and Wudang kungfu respectively. despite familial opposition - until they overcome a gang of scheming bandits together.

In Beijing, a young martial artist's skill places him in position to experience opportunities and sacrifices.