The film centers to a high school that is going to be taken over by foreign investor, who plans to turn the whole school into a department store. When all the alumni heard this shocking news, they join in team and return to their school, where the old memories of laughter, love, and friendship are still around, to fight against the take over project and set the beloved school free.

After learning the art of muay thai fighting from skilled masters, small town friends Piak and Phao move their passion to Bangkok, where they become active in underground activities that put what they've learned to the test. But in the process of fighting for their lives, they also resurrect the sport and cement the bonds of their lifelong friendship.

Noo-hin comes from a poor town and decides to move to Bangkok in search of fame and wealth. Noo-hin is a good intentioned young lady who stumbles and bumbles throughout life leaving disaster in her wake. In her mind, she is always doing good deeds, feels somewhat unappreciated and is always wondering why she does not get what she deserves.