Once Upon a Time in China III

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Once Upon a Time in China III
Film poster
Traditional 黃飛鴻之三獅王爭霸
Simplified 黄飞鸿之三狮王争霸
Mandarin Huáng Fēihǒng Zhī Sān Shīwáng Zhēngbà
Cantonese Wong4 Fei1-hung4 Zi1 Saam1 Si1-wong4 Zaang1-baa3
Directed by Tsui Hark
Produced by Tsui Hark
Ng See-yuen
Written by Tsui Hark
Cheung Tan
Chan Tin-suen
Starring Jet Li
Rosamund Kwan
Max Mok
Lau Shun
Music by William Hu
Tsui Hark
Cinematography Andrew Lau
Chow Man-keung
Edited by Marco Mak
Angie Lam
Film Workshop
Paragon Films Ltd.
Distributed by Golden Harvest
Gala Film Distribution Ltd.
Release dates
  • 11 February 1993 (1993-02-11)
Running time
105 minutes
Country Hong Kong
Language Cantonese
Box office HK$27,540,561.00[1]

Once Upon a Time in China III is a 1993 Hong Kong martial arts film written, produced and directed by Tsui Hark. The film stars Jet Li returning as Chinese folk hero Wong Fei-hung. It is the third installment in the Once Upon a Time in China film series.


In the late years of the Qing Dynasty, China experiences turmoil as foreigners usurp and erode the sovereignty. To restore national pride and put on a display of the might of Chinese martial arts, the Empress Dowager Cixi and Governor Li Hongzhang decide to stage a lion dance competition, inviting all interested parties from within the country to participate and compete for the title of "Lion Dance King".

Wong Fei-hung, accompanied by his romantic interest "13th Aunt" and student Leung Foon, arrive in Beijing to visit his father Wong Kei-ying at the Cantonese Association. At the train station, they meet a Russian diplomat called Tomanovsky, who knew 13th Aunt when they were studying in Britain. He starts vying for her attention and annoys Wong, who is disgusted by the Western custom of kissing a woman's hand. When Wong reaches the association, he learns that his father had been attacked by a wealthy rival martial artist called Chiu Tin-bak and his lackey Clubfoot. Fortunately, Wong Kei-ying only sustains minor injuries, and he decides to give his blessing to his son and 13th Aunt when he notices that they have become closer to each other.

Prior to the actual competition, all the lion dance troupes that have gathered in Beijing start fighting among themselves and they hold a contest of their own before the actual one. Wong Fei-hung does not participate and instead, spectates. However, unknown to him, Leung Foon and another student have secretly joined the contest out of mischief. They annoy Clubfoot and a short scrimmage between Clubfoot and Leung ensues. Clubfoot's legs are crushed when Leung accidentally releases a rampage of horses, and Chiu Tin-bak abandons Clubfoot after seeing he is useless. Wong takes pity on Clubfoot, brings him into his home and nurses him back to health. Clubfoot is initially hostile towards Wong, but becomes touched by the latter's kindness and eventually becomes Wong's disciple.

With the help of a film camera given to her by Tomanovsky, 13th Aunt inadvertently uncovers an attempt on Li Hongzhang's life and learns that Tomanovsky is one of the conspirators. She warns Wong and he joins the competition to foil the assassination attempt. In the final round, Wong, together with Leung Foon and Clubfoot, face off dozens of rival lion dancers as they battle their way to reach the top of a scaffolding. Chiu Tin-bak also joins the contest, carrying a large and deadly lion mask, and fights with Wong for the prize, a gold medal.

Wong ultimately overcomes Chiu and wins the competition. Meanwhile, Tomanovsky fails to assassinate Li Hongzhang and is shot dead by his fellow Russians, who confirm their suspicions that he is a spy for the Japanese embassy. Wong refuses to accept the gold medal, claiming that his triumph is a Pyrrhic victory, because the contest only leads to more bloodshed, and that every Chinese must play a role to restore national pride. He tosses the medal to Li, turns his back on the governor and walks away.


Awards and nominations[edit]

Alternate versions[edit]

Hong Kong[edit]

  • A scene of a horse falling down is BBFC censored on UK releases (the Hong Kong Legends DVD (released 21 January 2002) and Made In Hong Kong VHS).
  • In the 1996 Hong Kong VHS distributed by Paragon Films, the opening is in Mandarin and the rest of the film is in Cantonese. This release was converted from a Laserdisc and some of the film's chapters are in the incorrect order.


There is an English export version entitled "The Invincible Shaolin". In comparison with the Hong Kong version, there are English credits and the scene with 13th Aunt teaching Fei-hung English is cut.

Columbia Tristar released both versions on DVD in the US.


There is a Taiwanese version of the film (in Mandarin) that included approximately 15 minutes more footage than the Hong Kong version.

It is distributed by Long Shong and features a 4:3 cropped image with embedded Chinese and English subtitles. In most scenes, their logo appears on the upper left corner of the screen.


  1. A shot of some lionheads at the opening of the film.
  2. Leung Foon argues about rickshaws as the trio arrive in Peking.
  3. 13th Aunt finds a spoilt camera, but Wong presumes that it's not working.
  4. Leung Foon tries to find a rickshaw.
  5. Wong Kei-ying tells 13th Aunt to give his son more advice and guidance.
  6. 13th Aunt gets a book from the library called Stories of Filial Piety.
  7. Wong Fei-hung's students read the book on filial piety for homework.
  8. The schools of martial arts argue amongst each other.
  9. After the heads of the schools agree to meet Wong at the restaurant, Wong's students go to protect their teacher, thinking that it might be a trap. However, Wong clears the misunderstanding.
  10. After 13th Aunt boards the Russians' carriage, Wong takes some soup for energy before going back.
  11. Wong's students give their copy of Stories of Filial Piety to their teacher. Leung Foon reads an account book out-loud to them.
  12. Leung Foon climbs a roof during the chase scene with Clubfoot. He runs up the stairs of the restaurant, but they give way. Leung's lion head gets stuck in the stairs and gives him a chance to escape.
  13. Wong's students find an egg stuck inside the steam engine.
  14. Chiu shouts "Shut up! I'm gambling!" after the injured Clubfoot falls down the restaurant stairs.
  15. When Clubfoot crawls away from Wong Fei-hung, Wong's father says "Your friends have left you. If you don't cure your leg, you won't be able to earn a living. Don't you have anywhere to go?"
  16. The film projection of Wong's martial arts display is completely different - Leung Foon sees the speed of his moves in the B&W film. He moves closer to the projection screen and his shadow blocks the screen. Wong's students see how fast they act on screen, whilst Leung Foon distracts Wong when he was performing.
  17. Leung Foon sticks out his tongue to Clubfoot, who looks sad after (later to become friends).
  18. Wong spars with one of his students on the projection screen.
  19. 13th Aunt cranks Wong's martial arts performance from her projector before she leaves him.
  20. The Russians prepare their rifles as Wong makes his lion head. Wong writes his name on the lion head, whilst the Russian theme song is playing in the background.
  21. The Russians cheer over wine glasses.
  22. 13th Aunt, Leung Foon and Wong Kei-ying walk up the stairs to mount the movie camera prior to the competition opening.
  23. Wong Kei-ying tries to load the negative motion picture film. He opens the film can, but 13th Aunt says that B&W film cannot be loaded inside in the presence of sunlight. She gets a black cloth.
  24. 13th Aunt calls Wong Kei-ying "brother", but he wonders why.
  25. Extensions in the lion dance competition before it is almost over. Wong, Leung and Clubfoot are seen fighting to defend themselves from swords.
  26. 13th Aunt runs away from Tomanovsky.


External links[edit]