天下会帮主雄霸(千叶真一饰)欲得天下,请神算泥菩萨(黎耀祥饰)批算,泥菩萨预言他的前半生:“金鳞岂是池中物,一遇风云便化龙。”于是雄霸下令找两名孩童收为徒弟,他们生辰八字要与批示相符,以助雄霸大业。他们就是聂风(郑伊健饰)和步惊云(郭富城饰),但实际上二人都与雄霸有不共戴天之仇。 风、云与大师兄秦霜及雄霸女儿孔慈(杨恭如饰演)成长成人,习得一身好武艺,天下会几乎称霸武林。惟有死对头剑圣让雄霸不放心,但“成也风云,败也风云”,雄霸开始以女人为工具对付聂风和步惊云,并造成孔慈之死。逃走的步惊云为楚楚(舒淇饰演)所救回。步惊云、聂风携手对付雄霸……Lord Conquer is a great and mighty warlord who wants to take over the world. To do so, he must defeat another warrior named Sword Saint; but the battle is prophesized to take place in ten years. Lord Conquer's servant, Mud Buddah, says that he can make himself invincible by then if he can make two certain children into his disciples. Those children are Whispering Wind and Striding Cloud. But Lord Conquer discovers that if Wind and Cloud were to unite against him, they could overthrow him. He tries to avoid this by marrying his daughter Charity to Wind. Cloud intervines and Lord Conquer accidentally kills Charity. Meanwhile, the time has come for Lord Conquer's duel with Sword Saint. He shows his true intentions by turning against Cloud and Wind. Now it's a free-for-all battle between Lord Conquer, Sword Saint, Cloud, and Wind. And only one will emerge the victor!