Based upon this set-up, it's easy to assume the film will be a David-and-Goliath battle between Ma and Long Qi -- a fairly uninteresting development. Instead, the film takes a sudden left turn. Ma manages to beat Long Qi in a fistfight over the shipment of opium, and destroys it upon winning, an act of defiance that endears Ma to Long Qi. Although Long Qi has been on a ruthless and unrelenting path trying to gain control of all of Shanghai, he is well aware of how isolating his reputation is. At the nightclub, which he re-opens under a new name, Long Qi sleeps with the nightclub's singer. When she points out that Ma is his only friend, he shoots back, "Don't tell a lonesome person how lonely they are." Watching the pair bond as friends is far more interesting than it would be to watch them fight, and provides an interesting degree of complexity to whether or not what Long Qi is doing is criminal, especially when he hires all of Ma's many followers.

A significant chunk of why this story is effective comes down to On, who conveys an earnest desperation in Long Qi's move to embrace Ma as his pal. Even after they become friends, they occasionally do a bit of dueling, and at times it seems as if Qi is like a big puppy dog, hoping to get approval from Ma for his actions. In one surprisingly sweet scene, the two sit near a fountain and Qi introduces Ma to hot dogs. Despite being the kind of ostentatious gangster who frequently howls with laughter at people challenging him and owns a pet tiger just because, On gets at a certain humanity in the character that is rarely seen in gangsters, especially considering Ma is clearly the film's protagonist. On his part, Ng is a little less engaging in the role, lacking the screen presence to be the Bruce Lee type the filmmakers have clearly envisioned (the wristband is straight out of The Big Boss), but when he and On are together, they have a chemistry that helps both of their performances.

The same story was made into a film before, with Chen Kuan-tai in the lead role. Here, he plays one of the remaining gangster bosses, alongside veterans Yuen Chuen-yan and Fung Hak-on. Sammo Hung also pops up in a supporting role as Master Tie, father to Tie Ju (Michelle Hu), a villager who snaps at Ma when he first arrives, but slowly softens to him as he begins to court her. Along with Ng and On, they set the stage for the film's numerous action sequences, which are executed with an impressive clarity and fluidity by director Wong Ching Po. Instead of constant cutting and shaky-cam, Po shoots in long, roving takes that twirl around the actors, with the occasional cuts cleverly obscured with CGI boxes and other visual obstructions. He is careful with the application of slow-motion, emphasizing certain hits, and captures speed without becoming confusing.

Before the story shifts, the action sequences are a real plus (at one point, a human being is used as a weapon), and they remain on point even after the rest of the film improves. Sadly, at a certain point, the film settles back into a conventional trajectory, ramping up into an all-out action climax that is reasonably entertaining, but never quite as interesting of a pair of unconventional friends. Those who simply came for the martial arts will get what they wanted in droves, as Ma works his way through a punishing gauntlet of challengers in fight scenes as well-executed as the rest, but the charm of Once Upon a Time in Shanghai actually rests in friendship, rather than fighting.

The Blu-ray
Well Go USA's art for Once Upon a Time in Shanghai turns to the '90s VHS artwork fallback for all martial arts movies: exaggerated perspective on FISTS coming RIGHT at the LENS! The single-disc Blu-ray release comes in an eco-friendly Vortex Blu-ray case, with an insert inside the case advertising other Well Go titles, and a matte slipcover with spot gloss surrounding the whole package.

The Video and Audio
As with an unfortunate number of Well Go's Asian titles, Shanghai doesn't look very good on Blu-ray, both a combination of picture defects and cinematography for the film. Well Go's titles often have banding problems, and this one is no different, with some early shots showing contrast problems that create dark blots of color on the screen that should be smooth shadows. As the film goes on, the banding mostly goes away, but this is one of the most desaturated movies I've ever seen. It is so devoid of color that one could almost be forgiven for wondering if the film is actually in black-and-white (some people seem to think it is, but the splashes of color are applied so randomly that it's hard to be sure). For a movie focusing on little islands of glitz and glamour in a poor society, color would be a great way to dazzle the viewer outside of the slums, and remind them of the bleakness within. Instead, the entire film just looks flat and anemic. Fine detail is up to par, but this is not a visually satisfying disc.

A DTS-HD Master Audio 5.1 track fares significantly better, capturing each thunderous punch and bone-cracking kick with a nice intensity. The film's club sequences have a certain evocative quality to them, with the sound of the singers sensuously wrapping itself around the viewer, and dialogue sounds fine. A DTS-HD Master Audio 5.1 English dub is also included, and for some reason Well Go has also included both tracks as lossy Dolby Digital 2.0 soundtracks. English subtitles are, of course, provided.

The Extras
A brief making-of featurette (4:39, SD) is included, which consists entirely of B-roll. It's a fun peek behind-the-scenes.

Trailers for Supremacy, Iceman, Kundo play before the main menu. An original theatrical trailer for Once Upon a Time in Shanghai is also included.

Conclusion
Strong action sequences and a surprising story shift make Once Upon a Time in Shanghai worth a look. The film's presentation leaves a bit to be desired, but the movie still earns a recommendation.