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Yun Fei Yang is the viciously bullied orphan who takes on the unpleasant tasks at a formidable kung-fu school. Constantly mocked by the other students of the school, Yen counts as his only friend the daughter of the resident master. Any internal wrangling between the various members is put to one side when a swordsman from a rival clan reminds the master of the duel he must take part in once a decade. Unfortunately the defending clan chief is well aware that his rival is more powerful than himself. The expected defeat is further complicated when a wandering swordsman arrives on the scene and joins himself to the injured party, immediately adding to Yen's woes.