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1913, Cheng Daqi (Huang Xiaoming) is a fruit seller who is framed for a crime he didn't commit. With the help of soldier Mao Zai (Francis Ng), Daqi escapes from jail and goes to Shanghai to start a new life. He eventually becomes a well-liked disciple of underworld tycoon Hong Shouting (Sammo Hung). Through Daqi's wits and courage, Hong comes to recognize him as a brother. In the late 1930s, Daqi (Chow Yun Fat) has become a respected figure in Shanghai. However, the invading Japanese army is looming on the city, while Mao Zai asks Daqi to investigate possible rebel spies working in Shanghai. In the process, he encounters Zhiqiu (Yolanda Yuan), a long-lost love from long ago.