The film is set in early 11th century China during the reign of Emperor Renzong of the Song Dynasty. The emperor neglects state affairs and indulges in personal pleasures, while the government sinks into corruption and war continues to rage on at the borders of the Song Dynasty. The Song Dynasty is being invaded by the armies of the rival state of Western Xia. Yang Zongbao is the last man standing in the Yang clan, a family of generals who have dedicated their lives to defending the Song Dynasty from foreign invaders. He apparently dies in battle tragically when the treacherous Imperial Tutor Pang refuses to send reinforcements to aid him. Yang Zongbao's widowed wife Mu Guiying leads the other widows of the Yang clan into battle to continue the legacy of their husbands.
張柏芝
as Mu Guiying
任賢齊
as General Yang Zongbao
鄭佩佩
as She Taijun
Ge Chun-Yan
as 1st Lady Yang / Zhou Yunjing
Yukari Ôshima
as 2nd Lady Yang / Zou Lanying
Li Jing
as 2nd Lady Yang / Geng Jinhua
Jin QiaoQiao
as 3rd Lady Yang / Dong Yue'e
Yang Zitong
as 4th Lady Yang / Meng Jinbang
周海媚
as 5th Lady Yang / Ma Saiying
刘晓庆
as 6th Lady Yang / Princess Chai
于娜
as 7th Lady Yang / Du Jin'e
陈紫函
as 8th Sister Yang / Yang Yanqi
