Sunny (Aaron Kwok) is a clown in a circus act but he aspires to be a top performer just like his dad, The King of Flying Knife. While in Malaysia, Sunny and a few of his circus performer friends go for a treasure hunt, stumbling upon barrels of bio-chemicals left from the war. Upon returning, some of the members are mutating due to inhaling the bio-chemicals but Sunny seems fine from the exposure. They gain extraordinary superhuman powers. The leader of the entertainment outfit Chang Tai Chu (Colin Chou) decides to use this newfound strength to do evil. As there is an increase of crime in the city, the media and the police get involved. Kungfu master Suan Hou (Wu Jing) and policewoman Xin Hua (Zhang Jin Chu) enter the fray, while Angel (Shu Qi), a reporter who is recently demoted, also pursues the case in hopes of rescuing her flagging career.