During the Anti-Japanese War, patriot Mr. Gao was dissatisfied with the treasonous acts of the Wang Jingwei puppet regime. Together with the master thief Black Hat (played by Wang Yu), they stole a secret agreement between both parties and planned to make it public. The wealthy businessman Shen Gangfu (played by Chen Kuan-tai) was entrusted by others to have the thirteen gangsters of Shanghai protect Mr. Gao as he left Shanghai for Hong Kong. Meanwhile, the Minister of Internal Affairs in Nanjing, Hong Shu, also took action, bribing some gangsters to assassinate Mr. Gao. Long Gun (played by Li Hsiu-hsien) struck first to attempt the assassination but failed and was eliminated by Hong Shu. Mr. Gao, protected by Jin Bang from Mian Zi (played by Jiang Sheng), Glasses (played by Wang Zhong), the wealthy businessman Tao Da Ye (played by Leung Ka-Yin), student Guan Wei (played by Andy Lau), the prodigal Ye Bu Fan (played by Ko Hung), young master Liang Shao Xiong, and the master (played by Ti Lung), endured several bloody battles and finally broke through the encirclement. It is regrettable that the thirteen gangsters of Shanghai, known for their boldness, have now been scattered.