Imperial General Pang Qingyun (Jet Li) survives a battle which wiped out his whole battalian. As he climbed out from the bodies lying dead in the battlefield, his numbed mind, deadened to life, he wanders around and ends up following a stranger (Jinglei Xu) who stops when she realizes that she's being followed. Pang continues moving forward and faints from hunger. The stranger takes him into a home and feeds him. In the middle of the night, she gets into his bed and they had sex. By morning, she has gone, but Pang regains his strength and his will to live.
Jiang Wuyang (Takeshi Kaneshiro) is amongst those distributing food to the poor when he chanced upon Pang and they get into a fight. Apparently Jiang is testing Pang's skills and is impressed, and he brings Pang back to see "big brother" Zhao Erhu (Andy Lau). Here, Pang meets the lady stranger who fed him earlier, Lian (Jinglei Xu) and they exchange glances, and later they meet in secret where he finds out more about her background.
The bandits make a raid against a food convoy of the Taiping. Pang makes his move just as Jiang is about to be killed and saves him, and moves to kill the leader of the convoy. The bandits cheer for Pang, with a bit of envy showing from Zhao. They return and feed the village but the food is confiscated back by attacking imperial troops. Zhao, Jiang and Pang swear to be brothers and they take Pang's survival suggestion to join the imperial army. They make some successful attacks against the Taiping, advancing quickly in ranks and we get an insight into the driving force behind Pang's motives - bringing peace to the people. He is able to focus beyond the current issues, not hesitating to sacrifice the lives of his people, even brothers, nor flinching away from secret political deals with his rivals. This brings conflict between Pang and Zhao, who always has the interest of his men first and believes in trust and honour above all. Third brother Jiang is caught between them, understanding the reasons behind Pang's motives yet believing in Zhao's loyalty.
In the final conflict, Zhao is sacrificed by Pang and yet, himself killed by people in politics because of his ambition to bring peace. Jiang, believing the reason behind the conflict behind his brothers is caused by their love for the same woman, kills Lian, and made scapegoat for Pang's death.