In the late Qing Dynasty, the economy in China has been in decline since the government secluded the country from the outside. Wong Fei-hung misses his own wedding to Thirteenth Aunt because of a matter of national interest, which makes Thirteenth Aunt leave for Shanghai in despair. To get his lover back and find the lost "Painting of Ink Dragon", Wong Fei-hung heads for Shanghai, too. Upon arrival in the big city, Thirteenth Aunt goes to her foreign classmate Pete for shelter, who has had a crush on her for many years and is very happy to see her again, but she just can't get over Wong Fei-hung. While looking for the precious painting, Wong Fei-hung gets involved in a dispute between rival gangs and is put in prison after being framed.