Ambitious Chinese general Xian Yu (Ray Lui), disgusted with the wickedness of the great Qin Dynasty, joins forces with an intrepid peasant, Liu Phang (Fengyi Zhang), to unseat the emperor through civil war. Behind the scenes, Phang's mistress, the cunning Lu Zhi (Gong Li), orchestrates her own road to power by befriending the innocent Lady Yu, and through deception and bold measures applied equally against her lover and enemy, ensures that a new dynasty will be born.