Pao is a young schoolboy who inherits an amulet from his grandfather. butt before he can use its power, he must first past three formidable test to prove his strength and determination. After passing the two test , Pao comes face to face with Paolo his grown-up alter-ego and battles him in a difficult duel. Although bruised and weak Pao still manages to pass the last test. With the power of the amulet no on his side Pao must fight the evil creatures led by Queen Manananggal, Evil Queen and Ancient Evil. Together Pao and Paolo must ruin these evil beings' plan of destroying mankind.