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In the Imperial Court of the Eastern Han Dynasty in Xuchang in the summer AD 208, Prime Minister Cao Cao requests for the Emperor Xian's permission to launch a campaign against the warlords Liu Bei and Sun Quan in southern China, whom he considers rebels against the Han Dynasty. The Emperor hesitates, but reluctantly agrees after Cao Cao speaks of his contributions and loyalty (rescuing the Emperor when he was in exile, uniting northern China). A court official Kong Rong openly challenges and denounces him as a traitor, with the intention of usurping the throne. Kong claims Liu Bei and Sun Quan have no intentions of rebelling, especially when the former is the Emperor's uncle. Subsequently, Kong Rong is executed and Cao Cao placed in command of the Imperial Army, setting forth his campaign.
Cao Cao's mighty army swiftly conquers the southern lands. Meanwhile, Liu Bei abandons the city of Xinye and leads his army and 100,000 civilians unwilling to be under Cao Cao's rule on an exodus. However, Cao Cao's cavalry catches up with Liu Bei, igniting the Battle of Changban. Zhang Fei, sworn brother of Liu Bei, personally leads a small group of soldiers armed with reflective shields to hold off the enemy while buying time for the civilians to escape. As the enemy soldiers approached, Zhang's troops uses their shields to reflect sunlight into the eyes of the enemy's horses, throwing them into chaos and seizing the preemptive attack. At the same time, Zhao Yun is in search for Liu Bei's wives and son. He finds Lady Mi desperately trying to protect the infant Liu Shan from being seized by enemy soldiers. Severely wounded, she commits suicide by throwing herself in a well after entrusting Liu Shan to Zhao Yun. Zhao Yun fights bravely and manages to break out after being surrounded by the enemy.
Zhuge Liang, Liu Bei's chief advisor, brings Guan Yu, sworn brother of Liu Bei, to assist Zhang Fei. Zhao Yun, Zhang Fei and Guan Yu bravely hold off the enemy until the last group of civilians have evacuated. Guan Yu stays to hold off the enemy and is surrounded, throwing his halberd towards Cao Cao, missing the latter by an inch. Cao Cao orders to let Guan Yu off, saying the general could have killed him earlier, but decided to spare him.
Following the battle, Zhuge Liang sets forth for Wu on a diplomatic mission to negotiate an alliance between Liu Bei and Sun Quan. Sun Quan is in the midst of a dilemma, unsure whether to oppose Cao Cao or surrender. His advisors desperately try to persuade him to surrender, while his military officers advocate war. Zhuge Liang urges Sun Quan to form the alliance, but the young ruler states he needs more time to decide. Lu Su brings Zhuge Liang to meet Wu's viceroy and chief commander of Wu's army, Zhou Yu. Busy training his troops at Chi Bi with Gan Xing (甘興), Zhuge Liang discusses about war with the viceroy. Amidst returning home to his wife, Xiao Qiao, to witness the birth of a foal, the two strategists convey their ideas by playing the zither. Through their performance, Zhuge Liang understands Zhou Yu supports war against Cao Cao.
Meanwhile, Cao Cao recruits generals Cai Mao and Zhang Yun, both of whom surrendered to the Prime Minister and well-versed in naval warfare. At the same time, Cao Cao also boasts of his army's might and expresses his desire to possess the beautiful Xiao Qiao. Following a tiger hunt with Sun Shangxiang and Zhou Yu, Sun Quan finally makes his decision to form an alliance with Liu Bei and launches a war against Cao Cao. He draws his sword and slices off a corner of the table, stating to his subjects, "Whoever who speaks of surrender shall end up like this table!" Sun Quan appoints Zhou Yu, Lu Su and Cheng Pu as the main commanders of the army.
Zhou Yu and his generals tour Liu Bei's camp, exchanging ideas and having insights into his army. They formulate a plan to engage Cao Cao's army, who are moving towards Wu on both land and water. The first battle begins with Sun Shangxiang luring Cao Cao's vanguard into the Eight Trigrams Formation, where they are utterly defeated by the allied forces. Cao Cao learns of the loss, but shows no disappointment, and proceeds to lead his army to camp on the opposite side of the river, directly facing the allied army's camp at Chi Bi. At the same time, the allied forces throw a banquet to celebrate their victory.
Zhou Yu and Zhuge Liang discuss on the new plan to combat Cao Cao's navy. Zhou Yu states Cao Cao's next move is still unclear, even though they scored a victory against Cao Cao's vanguard. The viceroy then says he hopes Zhuge Liang and himself will not become enemies in the future; if that is so, they will continue to serve their respective lords. By sending a pigeon he had cared for the past few days to scout Cao Cao's navy, Zhuge Liang discovers a weakness in the enemy's formation. The film ends with Zhou Yu lighting his miniature-sized ships on a map based on the battle formation with a torch, signifying the plans with the Battle of Red Cliffs.