Lun Man-chui (Dicky Cheung) and Lau Sin-hoi (Aaron Kwok) are students at Ming College who always disputed with each other. Lun is a poor but smart scholar who liked to do petty tricks on others. Lau is a straightforward and smart man who is martial artist since he was a kid. They both fall for their beautiful classmate Ching-ching (Vivian Chow), who is Headmaster Heung's (Ng Man-tat) niece. Later, a competition arises between Ming College and its rival, Oriental College. To win in the competition, Headmaster Heung hires martial arts expert Lee Tai-chun (Bryan Leung) to teach the students. Lee is being pursued by Imperial Secret Agents and took the job to cover up his real identity. On the day of the competition, Lee was found by the Imperial Secret Agents, however, with the help of Lun and Lau, Lee manages to escape and they make their way back to the competition and triumphed. From then on, Lun and Lau become best friends.
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