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Feng (Daniel Wu), Gang (Ye Liu) and Gang's little brother Hu (Tony Yang) are three best friends living in a small town in rural China during the 1930's. Feng is pretty happy with his life in the small town with his baby sister, ailing mother and potential girlfriend, spartan though his life may be, but Gang who is the overpowering personality of the three believe they should head to Shanghai to find their fame and fortune. In Shanghai the three young men struggle to make a living, dragging rickshaw carts around to make ends meet. Eventually the ultra aggressive Gang manages to hook his two friends in a deal that involves stealing from a competitor of Boss Hong, Shanghai's top gangster, but Feng wants nothing to do with it. Circumstances however forces Feng's hand and as such he finds himself waist deep in a game that he has no desire to play.