Bitter over an unforeseen defeat to rival states Shu and Wu, Cao Cao (Fengyi Zhang) of the Wei Kingdom is confident that his million-man fleet will crush the under-manned alliance once and for all.
An epidemic and seasickness cripple Cao Cao's men, however, postponing D-day. Gen. Zhou Yu (Tony Leung Chiu Wai) and strategist Zhuge Liang (Takeshi Kaneshiro) take the time to demoralize their enemy, and trick Cao Cao into practically giving read morethem 100,000 arrows and even beheading his top generals.
Nevertheless, the allies are still seriously outnumbered and can only increase their chances of winning by attacking with fire. A northwester, however, compromises their plan, as the flames would blow back in their direction. Zhuge Liang, foreseeing an astronomical movement that will change the circumstances, urges the allies to postpone the attack. Meanwhile, Xiao Qiao (Chiling Lin), Zhou Yu's beautiful wife whom Cao Cao lusts after, heads to the enemy line with a plan of her own.