The story begins in the 1910s in early Republican China. Cheng Daqi, a young fruit vendor from Chuansha, is arrested and imprisoned after being framed for murder. He is saved by Mao Zai, a military officer working for the secret police. He travels to Shanghai in search of a new life with loyal friend “Fatso” in tow. In Shanghai, he meets Hong Shouting, a mob boss, and becomes one of Hong's protégés. He also falls in love with Bao, a singer whom he eventually marries. His true love, however, is actually Ye Zhiqiu, an opera actress from his hometown, and who he has been attracted to since his early days. At one point, Hong unknowingly offends the son of a general and is captured by the general's men. Cheng negotiates with the general and succeeds in persuading him to release Hong and even invest in their bank. Feeling himself indebted, a grateful Hong proclaims himself sworn brothers with Cheng, putting Cheng in a position of major power. 20 years later, a middle-aged Cheng has become one of Shanghai’s most influential tycoons; amongst his entourage are "Fatso" and rival-turned-bodyguard Lin Huai. He maintains close ties with Hong and Hong's wife, Ling Husheng. At the same time, he has a shaky relationship with Mao Zai, now a general in the National Revolutionary Army. He meets his old flame, Ye Zhiqiu, when she visits Shanghai, but she is already married to Cheng Zhaimei, an anti-government rebel. They are caught up in the events of the Second Sino-Japanese War, which breaks out in 1937. After surviving both a massive air raid and an abduction attempt from the Japanese, Cheng has Mao arrange for Cheng, Ye and her husband to escape to Hong Kong in the midst of the Battle of Shanghai, but is forced to leave Bao behind as Mao’s hostage. After the fall of Shanghai, Mao defects to the Japanese and is appointed a provincial governor. Japanese General Nishino intends to make Cheng the puppet mayor of Shanghai, so Mao suggests to him to keep Cheng's loved ones alive and use them to lure Cheng back to Shanghai. In Hong Kong, Cheng and Ye hear of the imprisonment, torture, and humiliation at the hands of the Japanese and Mao of Hong, Ling, and others. Cheng and Ye return to Shanghai and reluctantly cooperate with the Japanese though they find themselves despised by the Chinese population. They secretly plan to save their loved ones and assassinate Nishino. One evening, while Nishino and Mao Zai are distracted by an opera performance by Ye and her troupe in a theatre, Cheng, rejoined by Lin Huai, "Fatso," and his mob, leads a raid on a prison and the nearby barracks and airfield where Hong, Ling, and other prisoners are held. The prisoners are liberated, but they are too late to save Ling and Hong. Lin Huai sacrifices himself to deter pursuit. Cheng, Ye, and their comrades then strike at the theater, killing Nishino and several Japanese officers and collaborators. Mao flees backstage, where he holds Ye at gunpoint and threatens to kill her if Cheng does not surrender. Just then, Bao shows up and saves Ye from Mao, but is killed herself. The furious and saddened Cheng then kills Mao, riddling him with bullets. Cheng walks out of the theatre with Bao in his arms but is surrounded by Japanese soldiers. Calmly sheltering with Bao and “Fatso” in a car, they are all killed when the Japanese open fire.
