In the 3rd Century BC, Ying Zheng (Li Xuejian), heir to the Kingdom of Qin, seeks to dominate the remaining six Chinese kingdoms. Ying's strategy is to seem invincible. Ying sends his concubine Zhao (Gong Li) to the Kingdom of Yan as a spy, to enlist a Yan assassin to attempt to kill Ying. The assassination attempt is to be used as a basis to start war with the Yan. Zhao persuades Yan assassin Jing Ke (Zhang Fengyi), to perform the assassination. However, after Zhao witnesses the aftermath of Ying's bloody massacre of the neighboring Kingdom of Zhao children, she falls in love with Jing, takes allegiance with the Yan and helps them try to kill Ying. The assassination attempt fails, but Ying is disgraced as none of his associates attempt to stop the assassin and he is forced to kill Jing himself. Ying's disgrace is completed when Zhao comes back to Qin to take the dead body of Jing back with her to Yan so as to give him a proper burial.
The movie covers a great deal of Ying Zheng's life, from his early life as a hostage to his dominance over all of China.