Once Upon A Time in China - Plot

Plot

Locals are concerned with the growing influence and presence of Westerners and foreigners in Foshan. General Liu Yongfu of the Black Flag Army approaches Wong Fei-hung and requests that the latter help him muster and train a militia to assist in defending the town. Among those recruited by Wong are the butcher Porky Wing and an American-educated Chinese called Bucktooth So.

Wong meets Siu-kwan, who is around the same age as him, and whom he addresses respectfully as "13th Aunt". Although they are not direct blood relations, her father was a sworn brother of Wong's grandfather so she is considered to be Wong's elder. They develop romantic feelings for each other but their relationship is often restrained as it is considered taboo in traditional culture.

Leung Foon arrives in town with an opera troupe to stage performances. He runs into some trouble with the Shaho Gang, which terrorises local businesses by demanding "protection money" from them. He accidentally runs into 13th Aunt and falls in love with her. After being fired from the team, Leung meets a martial artist called "Iron Vest" Yim and becomes the latter's student. Yim wants to make his name and establish a martial arts school in Foshan, but he knows that he must first defeat Wong, the best fighter in town.

Meanwhile, the Shaho Gang sets fire to Wong's clinic Po-chi-lam as a warning after Wong interfered when they caused trouble in town. The gangsters later seek shelter under the Americans from the Sino-Pacific Company after the governor issued orders for their arrests. In return for protection from the authorities, the thugs aid foreigners in human trafficking by kidnapping local women to be sold to distant lands as prostitutes. The Shaho Gang's boss meets Yim and agrees to help him if the latter allies with his gang and the Americans.

The Shaho Gang abduct 13th Aunt while she is assisting an escaped labourer from America to avoid the local government's inspection. Wong and his followers are thrown into prison for fighting with soldiers sent by the authorities while buying time for 13th Aunt and the labourer to flee. The guards release Wong and his companions out of respect for them. Just then, Bucktooth So reports to Wong that 13th Aunt has been captured by the Shaho Gang.

Wong and his men disguise themselves and infiltrate the Americans' base and defeat the foreigners and gangsters after a battle. Wong faces Yim in a man-on-man fight and overcomes the latter. Yim is killed by gunfire from the Americans, who were actually targeting Wong. Wong and his companions eventually succeed in rescuing 13th Aunt and the kidnapped women, and Wong kills the American leader Jackson by hurling an unused bullet into the latter's forehead with his fingers. At the end of the film, Leung Foon is seen being accepted by Wong as a student.