In the tradition of Crouching Tiger, Hidden Dragon, Warriors of Heaven & Earth weaves a thread of battle, comradeship and honor.

Set in the ferocious Gobi Desert, the story follows Lieutenant Li (Jiang Wen) and Japanese emissary Lai Xi (Nakai Kiichi), both first-class warriors and master swordsmen. After decades of service to the Chinese Emperor, Lai Xi longs to return to Japan, but is instead sent to the west to chase wanted criminals. His only passport back to Japan is to capture and execute Lieutenant Li, a renegade soldier wanted for leading a violent mutiny when he refused orders to kill female and child prisoners.

Li and Lai Xi battle, but finally agree to delay their final personal fight until the caravan carrying a Buddhist monk is brought to safety. The monk, however, is carrying a sacred and powerful pagoda that attracts the attention of the region's ruthless overlord, Master An (Wang Xuengi). Lai Xi and Lt. Li, accompanied by Li's former posse of soldiers, who have forsaken their peaceful new lives to return to his side, must face the cruelty of the desert, the region's barbaric bandits and the brutality of the overlord's men before they can finally face one another.