In a small town somewhere in China, three boys dream of a better life.
Fung's (Daniel Wu) mother is sick and he's in desperate need of some money to take care of her. Then one of his friends, the impetuous Kang (Liu Ye), suggests that Fung should join him and his somewhat simpleminded little brother Hu (Tony Yang) on a trip to Shanghai to seek out fame and fortune.
Soon the three boys find themselves in the busy city. Fung and Hu are working running rickshaws, but Kang has different plans. He's managed to get a job in the posh Paradise Club, run by the uncrowned king of the Shanghai underworld, Boss Hong.
As Fung, Hu and Kang share a drink in the fancy establishment the lights suddenly dim, soft music begins to play and the spotlight finds a stunning woman on the dark stage. This is Lulu (Shu Qi). As she sings a slow soulful song, every male heart in the room beats just for her, but Lulu is off limits. She's Boss Hong's girl. At least that's what he thinks. Unbeknownst to Boss Hong, Lulu is secretly seeing his enforcer Mark (Chang Chen).
While Fung questions their decision to go to Shanghai Kang is getting deeper into trouble with Boss Hong. He manages to get Fung and Hu to help him steal some weapons, but they're caught by a rival gang and Fung is forced to shoot everybody.
This turn of events is enough to secure the boys a place with Boss Hong's outfit. Kang seizes the opportunity and quickly moves up through the ranks. Hu turns to the bottle to dull his disappointment with himself. Meanwhile Fung, still tormented by his deed, seeks out the comfort of Lulu.
And so the three friends slowly drift apart. And one of them drifts towards a very dark place indeed.