Wai Siu Po (Leung Chiu Wai) grew up in a brothel in Yang Zhou with his mother. One day, he is caught by the old eunuch (Lau Siu Ming) and sent to the Palace for helping the Universal Clan. There he gets to know the emperor - Hong Hei (Lau Tak Wah), and the two become good friends. Po Helps Hei stamp out the treacherous minister and has become an extremely highly regarded official. The leader (Tsang Kong) of the Universal Clan is so impressed by Po that he takes him as his secret follower. And when Po is asked to kill Hei, he is put in a dilemma.

Po enjoys indulging his passion for girls and he has seven wives, including Sheung Yee (Chou Sau Lan), Fong Yi (Lau Ka Ling), Ah Or (Sheung Tin Ngor), Tsang Yau (Ng Kwan Yue) and Muk Kim Ping (Mok Shun Kwan). After Hei has stamped out the rebellions in different provinces, he requests Po to destroy the Universal Clan. Po realizes only then that Hei has in fact learnt of his secret for quite some time...