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In ancient China, the emperor of the Han Dynasty allows General Cao Cao (Fengyi Zhang) to declare war against the rebellious southern provinces, with the intention of unifying the entire country. Cao's large army quickly advances, killing civilians and soldiers alike. To resist Cao, the southern warlords form an alliance led by Viceroy Zhou Yu (Tony Leung). Outnumbered, Zhou relies upon elaborate formations and unorthodox strategies to fight against Cao's overwhelming forces.