A poor homeless kid who can't afford shoes known as the bare-footed kid is in search of a family friend to help him after his father passed away. The kid is illiterate and has no skills other than kung-fu. So, when he found the family friend, it turns out the guy works for a linen-dying factory owned by a woman who is kind and smart. The factory is a family business with a small group of employees. When they encountered the kid, they decided to give him a job and offered free boarding. While there, his family friend, who is secretively a high level martial artists, offers the kid shoes, advice and kung-fu training. This family friend has the kid's father's secret weapon and wants to be sure to train the kid his father's kung-fu. The bad guy is a wealthy triad who wants the linen-dying factory badly and tries to force a sale by burning the place down to devalue it. Simultaneously, the bad guy is under investigation by the local police due to reports of illegal gambling on boxing bouts to the death. It turns out the family friend is wanted by the police, and he works out a deal to expose the bad guy if the police lets him disappear into society. While all this is happening, the kid falls for a teacher who is willing to teaching him to read and write, but she also teases him for being illiterate. He was also tricked into joining the triad and enjoys his new sets of shoes and clothes. Soon, he learns he made a mistake for wanting luxury.