In the late Yuan Dynasty, a mysterious group named Xiuluomu claimed that they had the Baji Black Box, the most valuable treasure in the martial arts world. They invited top martial artists to attend the martial arts assembly, but Xiuluomu secretly made a poison with which they turned the martial artists into half-human and half-beast creatures enslaving their minds. Zhang Sanfeng wanted to spoil their evil plot, but was attacked by the creatures. Luckily, he was saved by Taoist Qiu. But Bai Qingqing fell off a cliff trying to protect the Baji Black Box. While searching for Bai, Zhang Sanfeng got to know the secret of the Box. At this time, Xiuluomu secretly abducted Bai who have lost her memory and they demanded for Zhang Sanfeng to hand the Box over to them. Zhang Sanfeng was caught in a dilemma.
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