Black Butterfly, steals from the rich and gives to the poor. In reality, she is Bao Zhu, the daughter of retired swordsman Kwan Yee. Trouble starts when a bandit gang who she has robbed come to town looking for her. Kwan Yee, his students, Black Butterfly and her kung fu master Drunken Beggar, will have to confront the bandit gang at their fortress.