Brothers, Yipao (Yuen Biao) and Tai Po (Leung Kar Yan), are a couple of conmen who try to pull a fast one on an Old Man (Liu Chia Yung) in a restaurant. The Old Man out-smarts the two, so later, the brothers decide to gang up on the Old Man and teach him a lesson. To their surprise, the brothers are given a display of gung fu that they have never witnessed before as the old man beats them without breaking a sweat. Knowing that they can better themselves, the two brothers beg the old man to teach them gung fu. The Old Man, whose name is Ku, breaks down and teaches the two brothers gung fu. After some events past, Yipao and Tai Po find out that Ku is a killer wanted by the law and because of this, Ku tries to kill his two students. Ku manages to kill Tai Po, but Yipao escapes and meets an undercover cop posing as a beggar (Sammo Hung) who teaches him "Garbage Kung Fu". With his new learned gung fu, Yipao and his new beggar teacher take on Ku, the Old Fox.