Fifteen years after Qing Emperor Ka Hing was crowned, the country appears to be in harmony. However, fights between the imperial concubines escalate. Beauty never lasts. All the imperial concubines, including the emperor's beloved Yu Fei (Sheren Tang), understand this and become nervous when the triennial imperial concubine election approaches. Yu Fei's position is threatened by an imperial descendant Yuk Ying (Gigi Lai), a powerful eunuch's adopted daughter Yi Sun (Charmaine Sheh) and an experienced imperial servant maid On Sin (Maggie Cheung Ho Yee). They are friends and enemies in the war for the emperor's love. Yi Sun later falls for imperial physician, Bak Yeung (Bowie Lam) who also stole the hearts of courtesan, Heung Fou (Patricia Liu), Lady Fuk (Jade Leung) as well as his lonely wife (Irene Wong) but Bak Yeung only has eyes for Yuk Ying, the woman who loved him the least. When she is still a palace maid, On Sin falls for imperial guard, Hung Mou (Moses Chan) but the later keeps his distance from her when she becomes a Lady, the emperor's woman. Hung Mo then finds companionship with the lonely Yu Fei, who has fallen out of power.