The film is set sometime in between the late Qin Dynasty and early Han Dynasty. Xiaowei is a fox spirit who feasts on human hearts in order to maintain her lovely, youthful appearance. When General Wang Sheng rescues her from a band of Xiongnu and brings her home, trouble brews as the demon falls in love with the general, who is married to Peirong.
Another older love triangle is present, between Pang Yong, Wang Sheng and Peirong. Pang Yong is a former general who was in love with Peirong, but eventually lost her to Wang Sheng. Peirong asks Pang Yong for help as she suspects Xiaowei for what she really is. Pang is aided by an inexperienced "demon hunter", a young female fighter called Xia Bing. Hints of a developing relationship between Xia and Pang are there, although this is never fully explored. Another subplot revolves around Xiaowei's demon ally, who is actually morphed from a chameleon, and who also has unreciprocated feelings for Xiaowei and helps her obtain all the human hearts she needs to maintain her human "skin", whom many a times almost got caught by Wang's soldiers, thus enraging Xiao Wei into chasing him off despite his pleas and advise that a love between demon and human is impossible and to let him stay by her side.
One night, Pei Rong found out about Xiao Wei's true form when she undresses and peeled off her human skin right in front of her very eyes. Horrified at her findings, she tried again and again to tell Wang of Xiao Wei's true nature, but he brushes them off as her being tired and fatigue and told her to rest more. Pei Rong went back to Xiao Wei's residence and confronted her. Xiao Wei told Pei Rong that she wanted to be Madam Wang, and told her to back down. Pei Rong made Xiao Wei swear that she won't feast on another human's heart in order to be youthful and love Wang Sheng faithfully until they're aged. Xiao Wei agreed and forced Pei Rong to drink a potion which would make her the 'demon' while she becomes Madam Wang. After drinking the potion, Pei Rong's hair and skin turned white like Xiao Wei's true form and in order to keep her promise, she ran away from Wang residence while everyone framed her for being the demon. Pang Yong came and rescued Pei Rong just as she is about to die and together with Xia Bing, they ran off to a nearby mountain's cave and hide there.
Xia Bing recounted her grandfather's experience that the color white is the most poisonous form of demon's poison, and the whiter Pei Rong is, the closer she is to death. Wang Sheng arrived with his soldiers and Xiao Wei with her maidservants, whom all wanted to kill Pei Rong. Wang Sheng shouted to his soldiers that he will kill her himself if she really is the demon. Tearfully, Wang Sheng asked Pei Rong if she really killed humans and if she really is the demon, all of which she answered yes tearfully. Wang Sheng announces that even if she is a demon, she is his Pei Rong, and she is still his wife. Smiling, Pei Rong impaled herself with a dagger Wang Sheng is holding and died in his embrace. Xiao wei tried to gain Wang Sheng's affection by getting closer to him, but he only cried sadly while holding on to Pei Rong's body. At that moment, Xiao Wei realized that no matter what she did, Wang Sheng will never love her.
Heartbroken, Pang Yong shouted to the entire soldiers troupe that Xiao Wei is the real demon, not Pei Rong, and he proved it by trying to slash Xiao Wei but couldn't since Xiao Wei's body is as hard as steel. Pang Yong almost got defeated when Wang Sheng came towards Xiao Wei. He knelt down in front of her and tearfully begged her to bring Pei Rong back to life. Xiao Wei, heartbroken, asked Wang Sheng what would she get if she bring her back to life, and Wang Sheng told her that he loves Xiao Wei, but he already have Pei Rong, and killed himself. Xiao Wei screamed her heart out and her skin whitened to her demon form but her hair still remained black. Xiao Wei willingly gave Wang Sheng her life power in the form of a small sphere, but before she could bring Wang Sheng back to life, her demon ally, the chameleon came and snatched it from her, reprimanding her for her willingness to sacrifice her power which she had cultivated from thousand of years. He swallowed it and told her that he is going to take her back home.
Pang Yong and Xia Bing fought the chameleon, and at last, Xia Bing drew out a demon slaying sword and killed the chameleon, but not before the chameleon killed Pang Yong. Xiao Wei tearfully gathered two of the glowing life spheres, one of hers while the other of the chameleon's. She crushed it and dies as Pei Rong and Wang Sheng came back to life. Everyone in the cave who had died were brought back to life as well, including Pang Yong.
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