Too epic in scope to be contained in just one film, the historical saga that began in John Woo's RED CLIFF heats up as Prime Minister-turned-General Cao Cao (Zhang Fengyi) leads the Emperor's army southward to do battle with a small but resolute coalition led by fierce opponent Zhou Yu (Tony Leung Chiu-Wai). Incensed at the rebellion displayed by southern warlords Liu Bei (You Yong) and Sun Quan (Chang Chen), Emperor Xian (Wang Ning) grants his trusted General Cao Cao permission to crush their outspoken opponents. But the journey south isn't easy for Emperor Xian's massive military, and before long, the soldiers are tiring from lack of water and sheer exhaustion. Meanwhile, Zhou Yu's army draws a line in the sand and prepares to defend it with their lives. When typhoid breaks out among Cao Cao's troops, the quick-thinking strategist successfully infects Zhou's army with the disease, causing the latter to realize that psychological warfare has finally come into play. Subsequently deserted by Liu Bei, Zhou prepares to lead an army of approximately 30,000 men against Cao Cao's massive force of several hundred thousand. The battle drawing near, Zhuge Liang (Takeshi Kaneshiro) resorts to some clever tactics in order to undermine Cao Cao, and undercover princess Sun Shangxiang (Vicki Zhao) delivers secret messages from the Cao Cao's camp. As violence erupts on the Yangtze River, Zhou Yu's wife (Lin Chi-Ling) emerges to play an unexpectedly crucial role in the historical proceedings.