The dying master of the powerful Poison Clan dispatches his last pupil, Yang Tieh, on a crucial mission. Worried that the skills he has taught are being used to evil ends, he orders Yang to trace a retired colleague and warn him that the fortune he amassed from the clan’s activities is under threat from five of his former pupils, each an expert in his own lethal combat style. Yang must discover the whereabouts and true identities of these masked warriors, and decide which, if any, he can trust to join him in his mission. The 5 pupils are Centipede, Snake, Scorpion, Lizard, and Toad.

The Centipede and The Snake come to the Yun family house to steal money, but they never find the money. They murder the Yun family, including the Bookkeeper, Yuan, the witness who sees the Centipede at the scene of the crime. After the centipede is arrested and charged with murder, the Scorpion, who wears a mask, tells the Snake to frame the Toad for the murders. The judge sends the Lizard away on government business. The Snake pays the officer to make the witness commit perjury. The Toad is framed by the witness, who tells the judge that he saw the Toad at the scene of the crime. The Toad is drugged by the officer in the jail cell, then executed. The Centipede is acquitted from the murder charge and goes free. The officer suffocates the Toad and hangs him in the cell as if he committed suicide. The Centipede and Snake killed the witness and the officer. Two Chinese men in the restaurant tell the Lizard what happened to the Toad,the witness and the officer while he was gone. The Lizard and Yang practice the techniques on how to defeat The Snake.Yang and The Lizard took matters into their own hands by fighting 3 pupils,The Centipede,Snake,and The Scorpion. The Snake was killed by The Scorpion’s damaging kick.The Centipede was killed by the Lizard’s drop kick.The two pupils were defeated by Yang and The Lizard,and they got the map of the money.