Once Upon a Time in China poster

Once Upon a Time in China

Updated July 11, 2026

Action

New

90%Tomatometer30 reviews
88%Audience10,000+ Ratings

R · 1992 · 1h 35m

A man (Jet Li) must protect his martial-arts school while sorting out his feelings for a young woman (Biao Yuen) who is his aunt by adoption.

Directed by Hark Tsui · Starring Jet Li, Rosamund Kwan, Biao Yuen, Steve Tartalia

Scores via Rotten Tomatoes ↗

Spoiler warning — the ending is revealed below.

Trailer

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Pooper:
Wong Fei-Hung wins his duel with Iron Vest Lim, who is then shot to death by the foreigners. Fei-Hung successfully leads his disciples in defeating the Shaho Gang, as well as defeating the US and British forces. They rescue 13th Aunt and the other women (the women themselves kill the leader of the Shaho Gang, who tried to sell them into the sex trade) and reopen Fei-Hung’s martial arts dojo/hospital.
Long Ending:
In the late 1800s, China’s ports are being preyed upon by various outside nations (featured in this film – the British and Americans) – seeking to take over China’s resources and trick immigrants with false promises of wealth into journeying to their countries to work hard labor. Additionally, local gangs like the Shaho Gang roam the streets and extort “protection” money from local businesses. The local government is largely loyal to the outside nations. In this town, Master Wong Fei-Hung (Jet Li) runs a martial arts school and hospital. He, along with his students like Buck Tooth So (Jacky Cheung), Kai (Kam-Fai Yuen), and Porky Wing (Kent Chen), try to live honorably, stand against the local corruption, preserve traditional Chinese culture, and resist the exploitation of the foreigners. However, when Fei-Hung’s love interest nicknamed 13th Aunt (Rosamund Kwan) returns to China after a long trip abroad, she encourages Fei-Hung to embrace Western Civilization. A local theater worker and aspiring student of Fei-Hung’s named Leung Foon (Biao Yuen) meets 13th Aunt and is immediately smitten with her.

Fei-Hung’s students (and eventually he himself) begin openly resisting the Shaho Gang. Upset by Fei-Hung’s opposition, the Gang’s leader Tong (Jianguo Qiu) approaches the Americans (who are also frustrated with Fei Hung’s opposition to their efforts to obtain Chinese resources and manpower). The Americans agree to assassinate Fei-Hung in exchange for the Gang capturing local women to serve as forced prostitutes for the Americans. The Americans attempt to have Fei-Hung assassinated during a theater production, but he’s able to uncover the plot and fights against his assassins. The skirmish ends when American forces open fire on everyone, killing many innocent Chinese in the battle (and horrifying 13th Aunt with their barbarism). A Jesuit Priest is also killed when he takes a bullet for Fei-Hung. During the melee, Fei-Hung accidentally fights and embarasses a disguised Foon. Upset, Foon falsely blames Fei-Hung for the skirmish. Fei-Hung and his followers are therefore put on house arrest by the police and warned (under the penalty of execution) not to leave the dojo. Meanwhile, a Chinese man that had been taken to America and witnessed the degradation of his people working on the railroads there had smuggled himself back to China aboard the US ship and takes sanctuary in Fei-Hung’s dojo. Fei-Hung swears to protect him so that the man may tell the truth to the townsfolk.

Foon, no longer welcome at the dojo, comes across an incredibly strong, but destitute, marital arts master named Iron Vest Yim (Shi-Kwan Yen). He convinces Yim to take him on as an apprentice, and urges Yim to challenge Fei-Hung for ownership of the dojo. Yim, who is rash and jaded by his hard life, assaults the police standing watch outside the dojo. They run off to their commander to charge Fei-Hung of violating the house arrest order. Knowing the police are coming, Fei-Hung has 13th Aunt and Buck Tooth So smuggle the refugee out of the dojo. Fei-Hung is then defeated by Yim during the challenge (due in part to being distracted by trying to rescue the refugee). His efforts are for naught as the fleeing trio run into the Shaho Gang. They kill the refugee and take 13th Aunt to serve as a prostitute for the Americans. Buck Tooth So manages to escape. Meanwhile, the police arrest Fei-Hung, while Yim takes on the role of the preeminent martial arts master. Yim then agrees to serve as the new boss of the Shaho Gang, much to Foon’s disgust (as he knows the Gang are a violent bunch of lowlifes).

Buck Tooth So manages to make his way to Fei-Hung in prison. The guards, many of whom respect Fei-Hung, let he and his followers go in order to rescue 13th Aunt. Meanwhile, Foon stands up to the Gang and prevents Tong from raping 13th Aunt. For his disobedience, Yim allows the Gang members to beat Foon. The Gang then transport the women aboard the American ship. Fei-Hung and his disciples arrive and successfully subdue most of the Gang. Ultimately, Fei-Hung challenges Yim to a solo battle, while his disciples pursue the women on board the US ship. Once aboard, the disciples trick the Americans into shooting a cannon onto the British ship (destroying it completely). They also defeat many of the American guards, and the women rise up and overwhelm Tong (killing the Gang leader by throwing him into a furnace).

Fei-Hung also successfully defeats Yim in battle. The remaining US soldiers open fire on the two masters after the battle, mortally wounding Yim (who tells Fei-Hung that guns can’t be defeated by martial arts). An outraged Fei-Hung tries to use guns recovered from fallen soldiers to fight back, but isn’t proficient in their use. So instead, he ends the battle by flicking a bullet into the forehead of the US commander and killing the Commander. With no leaders left alive, the Americans allow Fei-Hung, the women, and his disciples to leave in peace.

Jumping ahead, 13th Aunt is living with Fei-Hung, and Foon (who saved 13th Aunt and fought alongside Fei-Hung vs. the Americans) is accepted as a new disciple. Fei-Hung is more amenable to dealing with the West, now wearing a Western style suit and getting a photograph taken. The film ends with Foon secretly vowing to court 13th Aunt and convince her to marry him instead of Fei-Hung.