At the end of the 1930s, the Japanese Empire struck deep into the Chinese mainland, and even the little town Guning was not spared; they secretly infiltrated Guning before beginning a massacre. Enraged, Ouyang Shanchuan, a local middle school literature teacher and secretly a member of the Underground Faction of the communist party, begins to fight back. He meets the strong but somewhat boorish Sidaofeng, with whom he forms an unlikely friendship and a top secret resistance organisation.