Following its humiliation in the Opium Wars Qing China attempts to modernise its military, part of this modernisation being the belated creation of a modern military academy. Despite secretly being a revolutionary Chan Do Yeung (Damian Lau) is chosen to be principal of the academy and agrees, on the proviso that he be allowed to admit Han students. Among the first intake of students are a scion of a noble family Tam Chi Tung (Bosco Wong) and a commoner Wong Ng (Ron Ng), despite their differences the two become bosom friends. Also amongst the students is Cheuk Lan (Shirley Yeung), a princess belonging to a cadet branch of the ruling family.
