The evil Ching government has taken over and is out to rid the land of the remaining Ming rebel patriots, including the still surviving Ming Prince. Unknowingly, the evil Ching overlord and his men capture the incognito Prince and throw him in jail. Hearing word of the Prince's capture, Shao Chang and Fang Ping mount a rescue effort to get the Prince before his identity is found out.

The parents of a young girl, Chou Shao Hwa were slaughtered by the Three Rogues of Black Hills; she escapes thanks to the help of the Blind Swordsman Zatoichi. He teaches her and her boyfriend fighting arts, and together they seek revenge on the Three Rouges.