In 1860s China, during the Taiping Rebellion, a lone survivor named Pang Qingyun teams up with two bandit leaders, Zhao Erhu and Jiang Wuyang, to form a militia and fight against the rebels. Pang and Zhao swear a blood oath and pledge loyalty to each other as brothers on the pain of death. As they score victories against the rebels, Pang becomes increasingly ambitious and plans to attack the rebel-controlled city of Suzhou. However, their imperial superiors deny them reinforcements and supplies, leading to a year-long siege. Zhao disguises himself and infiltrates Suzhou to assassinate the rebel commander, but learns that the commander is planning to surrender. Pang refuses to honor the deal Zhao has made with the rebels and orders Jiang to oversee the massacre of the surrendered rebels. Embittered by Pang's decision, Zhao intends to desert the militia, but Pang convinces him to stay and continue fighting for the greater good. After the Battle of Nanjing, which marks the end of the war, Pang is rewarded with the position of a viceroy by the imperial government. However, Pang and Zhao grow apart due to mistrust, and Pang plots Zhao's assassination, fearing that Zhao might cause trouble. Jiang learns of Pang's plan and tries to dissuade Pang, but ultimately kills Zhao. Pang is fatally wounded by a sniper sent by his political rivals and allows Jiang to deliver the coup de grâce and fulfill their oath.

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Some movies that have similar genres and were produced around the same time as The Warlords include Kingdom of Heaven, Defiance, The Banquet, Lions for Lambs, Munich, Ip Man.