Andy Lau stars as Hou Jie, an ambitious warlord in early Republican China. After his plans to assassinate his sworn brother Song Hu went awry thanks to his deputy Cao Man's betrayal, getting his wife and daughter injured in the proccess, he fled to Shaolin temple to seek medical help. The monks managed to save his wife, but were unable to do the same for his daughter, who died. Overcome with grief, he tried to attack them but was subdued.
In shock over the loss of his daughter, he wandered around the Shaolin grounds until he met the monk cook Wudao, who fed him and gave him shelter. Feeling remorse over his past misdeeds, he decided to atone by becoming a monk in the Shaolin monastery. The monks were hostile to him at first thanks to his earlier misdeeds against the monastery, but grew to accept him after a while. Learning the principles of Shaolin through study and martial arts, Hou finds peace and enlightenment.
His past is not about to let him go so easily, however, as he once again cross paths with Cao.
This film provides examples of:
- Almighty Janitor: Wudao, whose official position in the monastery is the cook. He's played by Jackie Chan. You do the math.
- The Atoner: Hou Jia. His atonement drives the whole plot of the movie.
- Badass Adorable: The soldiers laying siege to Shaolin end up facing a bunch of child monks, who kick their asses.
- Bare-Fisted Monk: The Shaolin monks, of course. They do break out their weapons when things get really serious.
- Bittersweet Ending: Shaolin temple was destroyed and all the named monks die except for Wudao, but he managed to get the refugees and surviving monks out to safety so they can continue the legacy of the temple. Also, Cao Man realized his sins after Hou Jie died saving him.
- Died Standing Up: Jing Neng and the Abbot. The Abbot plays with this a bit, as instead of standing up, he died in the Buddhist praying pose which he set up himself.
- Don't Make Me Destroy You: Wudao, who was reluctant to fight against soldiers who were sieging the monastery and hunting the small monks. He kicked their asses anyway.
- Dragon Ascendant: Cao Man, originally Hou Jie's number two, immediately took over after Hou is assumed to be dead and immediately enforces a dictatorship over the army.
- Dying Moment of Awesome: Jing Neng, Jing Kong, and the Abbot. Jing Neng died buying time for his fellow monks by turning himself into a human padlock. Jing Kong, after being stabbed by Cao Man's lead assassin, purposely ran himself through the assassin's blade to stab him with his broken blade, then twisted the blade embedded in his stomach and slashed the assassin several times with the blade that was poking out of his back, killing him. The Abbot, like Jing Neng, died trying to buy time for the refugees to escape. By the time he fell, there's a pile of unconscious or dead soldiers piled against the door behind him that reached almost to the top of the doorframe.
- Even Evil Has Loved Ones: Hou Jie truly loved his wife and daughter.
- Even Evil Has Standards: Hou Jie, ruthless as he was, still held patriotic beliefs and refused to let foreigners trade a railroad project with 80 gatling guns, unlike Cao Man.
- Foreshadowing: Wudao was first shown trying to decide whether to leave or stay in Shaolin, ending with leave. That's exactly what happened when the monastery was destroyed in the finale.
- HeelFace Turn: Hou Jie. Cao Man after Hou Jie was fatally injured saving him from a falling beam.
- Heroic Sacrifice: Jing Neng's is the most memorable, but by the end of the movie, pretty much all the important Shaolin monks died fighting the army with the exception of Wudao.
- It's All My Fault: Hou Jie was fully aware that what Cao Man was doing was exactly what he had been teaching him through his own example, which was why he was so adamant on making Cao Man do a HeelFace Turn.
- Kill the Cutie: Hou Jie's young daughter, an innocent child who did nothing wrong, dies halfway through the film.
- Martial Arts and Crafts: Wudao actually flunked out of the temple's martial arts classes when he was a boy, which is why he is now a cook. During the final battle, some of the children under his charge tell him to approach fighting the way he does cooking. It turns out that pounding somebody in the same way that one would knead a 50 pound mass of noodle dough is a fairly effective combat technique, especially when the one doing it has been tossing around and kneading 50 pound masses of dough several times a day for decades.
- My God, What Have I Done?: Hou Jie after discovering that Song Hu was planning to retire and hand over his power to him all along. Made worse when Song saved him from Cao's assassins despite having been shot by Hou himself. Also Cao Man after Hou Jie died saving him from the collapsing monastery after their battle.
- Never Bring a Knife to a Gun Fight: Subverted — many of the monks were killed by gunfire when the army attacks, including Jing Hai and the Abbot. The monks do manage to bring down quite a number through guerilla tactics, including the westerners manning the artillery. In fact, when faced with the prospect of war against the army, the monks' first instinct was to ge the refugess to escape ASAP.
- Redemption Equals Death: Hou Jie's true moment of salvation came when he was killed trying to save Cao Man, which made the latter realize what exactly he has done, turning him on to the path of his own redemption. The final shot of Cao Man was him breaking down crying in remorse amidst the bodies of the fallen soldiers and monks.
- Shout-Out: The beginning of the movie has Cao fighting against Kong with wing chun.
- Simple Staff: Hou's weapon in the final act of the movie.
- Villain Protagonist: Hou Jie in the beginning of the film was a ruthless warlord who was willing to kill his own sworn brother to gain power.
- War Is Hell: The first minutes of the film show the many casualties of China's civil war at the time as well as the refugees seeking shelter in the temple, and the declining supplies that will eventually kill them. the last scenes depict the same, but with the Shaolin monastery and many of its inhabitants as the victim.
- You Shall Not Pass!: Jing Neng pulls this off without talking during his Heroic Sacrifice. To elaborate, after he was slashed and stabbed enough times to kill any other man several times over, he grabbed the oversized door handles and basically turned himself into a human padlock. This stunt apparently bought the monks fleeing from Cao Man's mansion enough time to run back to the temple.