South of the Clouds is a 2004 Chinese film and the second film directed by the writer Zhu Wen. The film stands in stark contrast to Zhu's previous film. In of production, South of the Clouds received the cooperation of the state apparatus unlike 2001's Seafood which was an underground production shot on digital hand-held cameras. In of story, the transgressive tale of a prostitute and a policeman in Seafood is a far cry from South of the Cloud's gentle tale of a retiree who fulfills a lifelong desire to travel to the southern province of Yunnan (literally "South of the Clouds").

South of the Clouds stars Li Xuejian as the protagonist, Xu Daqin, and features a cameo by director Tian Zhuangzhuang as the police chief in a small town in Yunnan. It was produced by China Film Assist, an independent production company in China; South of the Clouds was the company's first production.