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Lam Siu-ming cannot afford tuition and quitted school. His teacher Ms. Chui intercedes with the principal in vain. She quits. Chui became an orphanage director. She suffers from the orphans’ mischief, but she treats them with love and honesty instead of punishing them. She gets recognition from kids and colleagues. Siu-ming is expelled. He dares not go home and lives on pickpocketing with street boys. Chui learns that Siu-ming is missing and looks for him. Siu-ming feels ashamed and avoids her. Chui finds Siu-ming and takes him and the street boys to the orphanage, yet they cannot be disciplined and escape. Little Bully runs after them, but is beaten down on the railway. Siu-ming's legs are cut off by the train when he tries to save Little Bully. The escaped kids regret for this. Chui's cousin wants her to go abroad together, but at the farewell party, he is moved by the orphans, so he does not force the plan, and decides to stay behind to serve the kids.