Before leaving the martial arts genre, Jet Li wanted to make a film that presented the practice in its entirety. In his opinion, too many films focused only on the fighting and physical aspects while completely leaving out the mental/spiritual components that are equally as important. He accomplished his goal with Fearless, a fictionalized biography of Huo Yuanjia, a Chinese martial arts master who rose to notoriety at the beginning of the 20th century and the end of Qing Dynasty as European countries and Japan colonized China.

The film opens in Shanghai 1910 during a martial arts bout sponsored by the Foreign Chamber of Commerce between Huo and four international fighters: an English boxer, a Belgian spear-man, a Spanish swordsmen, and Tanaka, a Japanese martial artist. The plan is for Huo to be defeated, and in turn the spirit of the Chinese people.

After the first three bouts, the story flashes back 30 years to when Huo was a young boy. He was headstrong and wanted to learn his father’s wushu teachings, but his father forbid it. Over the years, Huo persevered and was determined to be the best fighter ever, although much like being the fastest gunslinger, the title brought with it fortune, good and bad.

Huo became a celebrity. Everyone wanted to be close to him. He had a school where he trained fighters and held court at the restaurant of his childhood friend, Nong, where he always picked up the check, but soon had trouble paying it.

Chin, another well-known fighter, came to town and tensions rose. One of Huo’s students was given a beating by Chin, enraging Huo, who sought revenge. Chin was celebrating his birthday at Nong’s restaurant and Huo barged in. Chin and Nong asked for the fight to wait, but Huo called out Chin in front of everyone and his pride forced him to accept. The battle had tragic results for everyone involved.

Filled with shame and remorse, Huo exiled himself and wound up in the care of a Siamese village where he learned about life’s truths. He returned a better man only to find his city occupied by foreign powers. When American boxer, Hercules O'Brien, challenged any of the “Sick Men of Asia” to fight, Huo accepted. At the time, all the fights may have ended in death for the loser, so both men had to sign a waiver beforehand. Huo illustrated his spiritual growth by not allowing O’Brien to die.