Emperor Wen of Sui orders the digging of the Canal to unclog the drain. Foreman Wang Shih-chung squeezes on food ration and persecutes the workers. Chang San-lang inflicts bodily punishment on him. Shih-chung seeks Peng Shan Old Man's help to fight against him and Chang beats him by a narrowmargin.
Indignant over her recklessness, Chang teases Lan Ling, much to her mortification.
Ke Pan discovers that Liu Chiang has turned against him and blames Liu for all mishap. Ke Pan releases Yang Yung back to mainland; Yang Yung and the Prince of Ti Chi reluctantly say good-bye to each other.
Lan Ling interrogates Shu-wing hoping to find out Chang San-lang's identity; Shu-wing refuses to talk: Lan Ling goes to Chang's house and wants Chang to go to Thousand Leaves Heights to rescue Shu-wing. Yang Kuang appears while Chang San-lang is thinking and says he can help rescue Shu-ming. Chang San-lang does not trust Yang and does not consent.
Lan Ling sets up a trap in the cave, Chang San-lung gets poisoned and faints. Siang-r tries to save him. Lan Ling follows in, the two women meet and fight. The cave collapses, and the three think that they will die in the cave and show their true feelings. Later, no name Taoistsaves them. Lan Ling is jealous of Siang-r and goes away. Meanwhile, Shu-wing escapes amidst the commotion.
Mrs Hsuan Hua and Lan Ling protect Yang Gian. Shu-ming runs back to Chang. Chang San-lang knows Lan Ling will come and ask Taoist Sun to lead Shu-wing away. Lan Ling and her men arrive at Chang's house to arrest Shu-ming and fight with Chang San-lang. Lan Ling is captured. Bo Li S holds Siang-r hostage and saves Lan Ling. Li Yan and other ministers beg Yang Gian to release Yang Yung. Yang Kuang tries to hinder but fails. He speaks ill of Li Tsing, hoping to rid Yang Yung's wise man. Yang Gian is tricked and sends his men to capture Li Tsing.
Chang San-lang finds that Shu-wing is recuperating at I Xung Brothel and rushes there. Bai Mu Dan warns Shu-wing and he escapes.
Lan Ling changes to be kind to Chang San-lang and Siang-r. Chang knows Lan Ling is after something and does not respond to her.
Xung Fu Nu (The Girl with the Red Duster) seduces Yang Xyan Ting and Yang brings her into Ye's Palace. Xung then uses her talents to attract Yang Su, causing Yang Su to keep her as a singer in the Palace.
Chang San-lang touched Lan Ling while dressing her wounds. Their feelings are tingled.
In order to forget Lan Ling, Chang San.-lang decides to go to the West. Siang-r and Taoist Sun want to follow. Lan Ling learns about it and secretly follow them. Meanwhile, Yang Kuang sends Liu Chiung to the West to kill Chang.
Li Tsing entreats Yang Su to save Yang Yung. Yang Su refuses and sendsLi away.
Chang San-lang and the others arrive at Tai Yan and go visit Sh Min. Liu Wen Zing is afraid that the three will bring trouble to the Li family and thus send them away and does not let Sh Min know.
Yang Kuang speaks ill of Li Tsing in front of Yang Gian. Later, he hypocritically helps the two be friends again. Yang Gian and Li Tsing like Yang Kuang better.
Wu Gou goes to Chang An to look for Chang San-lang. Siang-r feels uneasy and tells Wu Gou about the relationship between Chang San-fang and Lan Ling. Wu Gou asks Chang San-lang, Chang only admits that he is friends with Lan Ling. Wu Gou and Siang-r feel relieved.
Yang Yung, Li Tsing and Xung Fu Nu meet and are surrounded by Yu Wen Shu's men. Fortunately, Li Mi and Shu-ming save them.
Li Tsing thought Yang Yung was dead and since Chang San-lang and Lan Ling cannot be found, thinks they are dead. Li Tsing and Xung Fu Nu are very sad.
Yang Kuang kills concubine Yuan and puts the blame on Yang Yung saying that he forced concubine Yusn to commit suicide. Queen Solitary is angry and puts Yang Yung in the Palace prison.
Yang Yung lives in Tao Rhan Gy, Cha ng San-lang says Yang Kuang is suspicious. Yang Yung does not believe him and argues with Chang. Li Tsing tries to pacify them.
Mrs Hauan Hwa resists and finally escapes from Yang Kuang. Yang Gian knows about the attempted rape and discovers Yang Kuang's true self. Yang Gian decides to collaborate with Gian Zhang and asks Doctor Dun to look for Yang Yung.
On Yang Kuang's inauguration, Gian Zhang reprimanded him in front of other people and wants to kill Kuang. He is outnumbered and commits suicide.
Yang Kuang orders the custody of Sh Min and gives his authority to Yang Yan Gan. At the same time, there is news that Ti Chi has invaded. Yang Kuang orders Yan Gan to defend. Yan Gan is afraid. Yang Kuang then suggests having Sh Min .take the troops to remedy his crime. Yang Su agrees and gives back his authority and some of his troops.
Hsuan Hwa tells Li Tsing about Yang Kuang's killing his father to become emperor. Li Tsing takes Hsuan Hwa to go with him. Yang Su finds out and sends his men after them.
Yan Gan helps Li Tsing and Mrs Esuan Hwa. Xua Gi arrives and starts killing. Yan Gan fights with him. The no-name Taoist helps Li-and Hsuan Hwa escape.
Li Tsing kills the peasant Hsuan Hwa wants Li to go away to save his life. Li refuses and wants to go to Ti Chi with Hsuan Hwa. Meanwhile, Xung Fu Nu, Yan Gan and Chang San-lang all feel that Li will be going to Ti Chi and go there.
Yan Gan forces Chang San-lang to give Iisuan Hwa in exchange for Xung ru Nu.
Yang's wife finds out that Mrs Hsuan Hwa is sill alive anal is imprisoned in Ye's Palace. She then tells Yang Kuang; Yang Kuang orders Lan Ling to go kill Hsuan Hwa.
Chang San-lang and Li Mi wants to win Yan Gan by their wisdom. Yang Su is very proud on the birthday party. During the feast, the news that Yan Gan has lost, causes Yang Kuang to be very angry. He then gives Yan Gan's authority to Sh Min and says he will punish Yan Gan.
Yang Kuang wants to force Yang Su to revolt so as-to have a reason to kill him. Kuang first accuses Yan Can of absconding and kills him. Yang Su gets angry and sends for his 6 troops to come to the capital in preparation for overthrowing the throne.
Yang Su wants to die with Lan Ling. Chang San-lang, Li Tsing and Xung Fu Nu arrive to save them. Yang Kuang captures Yang Su and orders his men to arrest the three. Lan Ling and the three escape. Lan Ling questions Yang Kuang after helping Chang San-lang and others escape. Yang Kuang tries to cover up what he did. Lan Ling does not truly believe him.