Tom Chan, Dick Ching and his older cousin Hairy Mo live in the same tenement building but each of their love life is different.

Ma Wing Jing and his older brother Ma Tai Chueng arrive in Shanghai to make their fortune at the end of the Qin Dynasty. Be-friending a powerful mobster Wing Jing is given his nightclub in return for saving Tam Sei's life. Unfortunately, another Gangster wants the territory a well. Corruption and violence rule the streets as Wing Jing and Tam Sei must battle not only the rival gangs but the corrupt police officials as well.