Ling Wan is a beautiful young girl who pretends to have an ugly face to prevent marrying. Her friend Chor Chor is not pretty looking either, therefore they became best friends. One day, Ling Wan accidentally saves the Emperor in disguise. He sees Ling Wan’s real face and immediately falls in love with her. When he returns to the Imperial Palace, he could not get her off his mind so he sends someone to bring Ling Wan into the palace. Once Chor Chor realizes that Ling Wan’s ugly face was fake and that the Emperor was bringing her into the palace she immediately goes find the ‘face changer’, Siu To who she met beforehand in the village. Chor Chor makes Ling Wan unconscious and they switch faces. With now Ling Wan’s face, Chor Chor takes her place and goes into the palace. The confused Ling Wan decides to travel to the palace alone to tell the Emperor the truth.