The story follows three men--Chang, Huang and Ma. The former two are good friends and partners in crime, who make a living stealing from travellers, but Ma is a refined man with great ambition and a desire for power and fame. Chang and Huang, despite having different goals to Ma, become his close friends and join forces with him to conquer a rebel outpost, receiving the surrender of a small army of warriors. All seems to be going well, until an affair starts between Ma and Huang's wife...