HEUNG is jealous that BEN has turned all his attention towards LI-YIM. LI-YIM escapes with the help of BEN. She throws her doubts at LIP WAN and is convinced by him of his integrity. LIP WAN masks himself and secretly teaches KUEN martial arts skills. KUEN injures BEN in a contest. As he is about to leave the Ghost Valley, he is made to confess for killing TIN KAP. GWAI GUK TSU puts him in prison, hoping that he would repent for his wrongs. BEN gets the help of CHING and release KUEN. GWAI GUK TSU discovers it and orders master Yeung and madam Kung to get him back.