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In AD 200 during the late Eastern Han Dynasty, Cao Cao eliminates his political opponents Dong Cheng and others, before turning his attention towards rival warlords Liu Bei and Yuan Shao. To avoid fighting a war on two fronts, Cao Cao decides to attack Liu Bei first, and swiftly defeats Liu in Xu Province. Liu Bei flees north to join Yuan Shao, while his family is captured by the enemy. Liu Bei's sworn brother Guan Yu conditionally surrenders to Cao Cao to uphold his oath of brotherhood and preserve his honour.

Months later, Yuan Shao leads a large army south to attack Cao Cao and both sides clash at the Battle of Boma. In that battle, Guan Yu slays Yuan Shao's general Yan Liang and receives an honorary title of "Marquis of Hanshou" from Cao Cao for his effort. Cao Cao hopes that Guan Yu will continue serving him and showers him with gifts and rewards, but is rejected by the latter. Guan Yu is secretly in love with his sworn brother's concubine Qilan, but is afraid to express his feelings to her. Qilan reproaches Guan Yu for serving Cao Cao. By then, Guan Yu has also received news of Liu Bei's whereabouts, so he prepares to leave Cao Cao.

Cao Cao is reluctant to let Guan Yu go, so he tricks Guan into consuming wine spiked with aphrodisiac, in hope that Guan will show his love to Qilan. However, Guan Yu manages to remain rational and did not take his sworn brother's concubine for himself. Eventually, Guan Yu escorts Liu Bei's spouses out of Cao Cao's territory to rejoin his sworn brother. Cao Cao is unable to stop Guan Yu and gives orders for the defending generals at the various passes to let Guan Yu through. Despite so, Cao Cao's followers feel that Guan Yu will become a threat to them if he succeeds in escaping, so they plot to have Guan killed. Guan Yu then embarks on a dangerous long journey through the passes to reunite with Liu Bei.