[Opens up to a narrated story, displayed in a 2D-animated shadow puppet show. Two peacocks overlook a tall, majestic tower.]

Narrator (Soothsayer): [In voiceover] Long ago, in ancient China, the peacocks ruled over Gongmen City. They brought great joy and prosperity to the city, for they had invented fireworks.
[Puppet citizens gather in the streets as colorful fireworks explode over the city. The scene then changes to a room in the palace: a young white peacock experiments with the gunpowder. A small explosion from the bowl surprises him, and then he smiles darkly. Shen's mother and father witness this outside his room, and look at each other with concern.]
Narrator: But their son, Lord Shen, saw darker power in the fireworks. What had brought color and joy could also bring darkness and destruction.
[The scene switches to the throne room: Shen's parents watch as the court soothsayer puts two items into a small bowl and an apparition emerges. In the apparition, a white peacock is consumed by a yin yang symbol.]
NARRATOR: Shen's troubled parents consulted a soothsayer. She foretold that if Shen continued down this dark path, he would be defeated by a warrior of black and white.
[Shen watches the scene from behind a pillar. He scowls and exits the palace with a small army of wolves.]
NARRATOR: The young lord set out to change his fate, but what he did next... only sealed it.
[A moment later, the residents of a small panda village watch in horror as Shen sets his wolves on them.]
[Back at the palace, Shen bursts in on his parents, triumphant. His expression changes when he sees the looks on their faces.]
NARRATOR: Shen returned to his parents full of pride, but in their faces, he only saw horror.
[Outside the palace gates, Shen and his parents stand on opposite sides. Shen's father signifies that Shen is banished.]
NARRATOR: He was banished from the city forever.
[Shen furiously says words back before departing with his wolves. Shen's parents' shoulders slump as they watch their son leave.]
NARRATOR: But Shen swore revenge: Someday, he would return, and all of China would bow at his feet.

[A door to the shadow puppet scene closes and then cuts to a foundry in the mountains. A pack of wolves are seen heaving, pounding, and burning metal. One of the wolves, a large soldier with one eye, jumps over to Shen and bows.]
BOSS WOLF: It's almost done, Lord Shen. But we've run out of metal.
SHEN: Search the farthest villages. Find more metal! China will be mine.

[Cuts to the Jade Palace where two kids are seen playing with Po and Tigress action figures in the Training Hall's courtyard.]
BUNNY CHILD: And then, the Dragon Warrior joined the Furious Five!
PIG CHILD: And they became the most awesomest kung fu team ever!
BUNNY CHILD: [mimicking Po's voice] "Enough talk. Let's fight!"

[They play together with their action figures. Suddenly, voices and thumping sounds are heard coming from inside the Training Hall.]
BUNNY CHILD: Listen! Listen! You can hear the Dragon Warrior training right now!

[Inside the Training Hall, all the obstacles and other training equipment are seen as vacant. Meanwhile, the voices continue.]

FURIOUS FIVE: [in unison] 33…


MANTIS: Stop him!



MANTIS: It's too dangerous!



TIGRESS: Stay focused!

FURIOUS FIVE: 36... [Bang!] 37... [Bang!]

[We see the Furious Five at last, staring in awe and fear at something in front of them.]

MANTIS: How is he doing that with his face?!

[Po is seen placing a bean bun in his mouth, which is already full of thirty-seven other bean buns. After putting in the bean bun, he smashes his fist on the table. Bang!]

PO: [with his mouth full] Thirty-eight bean buns!

[The Five cheer.]

MANTIS: Yes! New record! You monster!

MONKEY: Keep going! Hit forty! [Holds out a bowl of bean buns.]

CRANE: He'll never hit forty!

PO: [Takes two bean buns from the plate.] You got it, buddy! I'll put it up to forty!


PO: No problem!

[He puts the two bean buns in his mouth and tries to close his mouth. He struggles. The Five watch in silent awe.]

PO: Yeah...Yeah! One moment...

[When Po succeeds, he sticks his paws up in the air and begins cheering, while the Five cheer along with him.]

CRANE: [Approaches Po.] Well done, Po!

[Crane slaps Po on the back in congratulations, causing Po to spit the bean buns back at the Five. Monkey and Mantis are hit, while Viper ducks and Tigress blocks two of the buns.]

TIGRESS: Your training has paid off.

[A gong sounds in the distance.]

PO: Oh! Master Shifu! Gotta go. See you later! [Po points to the bowl of bean buns as he rushes out of the training hall.] You'll save those for me, right?

[Po runs and jumps across waterfalls and rocks that lead to the Dragon Grotto. Meanwhile, a water drop falls from a stalactite inside the grotto. On a small island in the middle of the pool, Master Shifu meditates peacefully in front of a large dragon stature.]

SHIFU: Inner peace... [Breathing deeply.] Inner peace... [Po approaches off-screen... and we hear a splash as he slips. Shifu groans.] Inner peace... [Po appears.].

PO: Master Shifu [Panting], Master Shifu. What do we got? Pirates? Vandals of Volcano Mountain? Whatever it is, I will take them down! Cause I'm in a mood. I need to get something done, you know what I mean? [Shifu still concentrates.] Uhhh, what are you doing?

SHIFU: One of Master Oogway's final teachings.

[Shifu looks up to a stalactite. The stalactite drops a droplet. When the droplet touches down, Shifu begins to do some moves and catches the droplet. He then guides the droplet through his arms then finally drops it to a small plant which drops the droplet to the water. Po is excited just at the sight of the water droplet.]

PO: Woah! Awesome! How... did you... do that?

SHIFU: Inner peace. [Smiles]

PO: Inner peace, that's cool! Inner piece of what?

SHIFU: It is the next phase of your training. Every master... [Shifu then appears and walks behind Po] must find his path... [Shifu then appears on a rock far away from Po, who is confused.] to inner peace. Some choose to mediate for 50 years in a cave just like this. [Shifu jumps to the water in front of the dragon sculpture then balances on his stick.] Without the slightest taste of food or water.

PO: [Stomach belches] Or?

SHIFU: Some find it through pain and suffering as I did. Po, the day you were chosen as Dragon Warrior... [Becomes depressed] was the worst day of my life. [Po scowls.] By far. Nothing else came close. It was the worst, most painful mind-destroying, horrible, moment--

PO: Okay.

SHIFU: ...I have ever experienced. [Shifu shudders, then lightens.] But once I realized the problem was not you, but within me, I found inner peace, and was able to harness the flow of the universe.

PO: So that's it? I just need inner peace? My innards are already super, super peaceful. So all I need to do is just get this thing going! Inner peace, you're going down! Now show me what you were doing with your feet. I saw you do sort of a fancy foot thing...

TIGRESS: [Jumps in and interrupts] Po! Bandits, approaching the Musicians' Village!

PO: Danger. Tell those musicians to start playing some action music because it is on. [To Shifu] Don't worry, Master Shifu, I'll master inner peace as soon as I get back.

TIGRESS: No snack stops this time.

PO: Hahaha! Snack stops, pfft. Wait, are you serious?

[Shifu smiles as Po departs with Tigress and Crane.]

[In the Musicians' Village, a warning bell is rung by a terrified rabbit as a pig narrowly dodges a large arrow which embeds itself into the ground, connected to a higher cliff by a rope. Several arrows strike the rooftops and ground before Boss Wolf (the large one eyed wolf) and his soldiers zip-line down to the village.]

BOSS WOLF: Get all the metal you can find! [Villagers duck and flee as the wolves break into houses and grabs pots, pans and musical instruments.] Grab the metal!

PIG: Help, help, help, help, help! [The pig from earlier frantically climbs into a bell to hide... and is trapped inside as the bell is rolled towards the loot pile.]

BOSS WOLF: That's everything! Let's get out of here!

[The wolves tie the metal up into bundles.]

PIG: Oh no!

[Suddenly, we hear Po letting out a cry in the distance, also heard by Boss Wolf.]

PO: Wooooooooooooooohooo! [We see Po and the Five running along a cliffside to the village's aid.] Wings of justice! [Po dives off the cliff towards the village far below.] Yeeeeha... AAAAAAAAAAHHH!!! [Po freaks as he realizes his mistake, but Crane manages to catch him and drop him onto another cliff ledge. Po leaps off this smaller cliff and dives towards the village with the Five on either side, before landing (again with Crane's help) in front of the wolf soldiers.]


[Po is facing the wrong way.]

PO: Huh? [Switches round.] Ha!

VILLAGERS: Yay! The Dragon Warrior!

BOSS WOLF: Huh? A panda? That's impossible.

PO: My fist hungers for justice. [Stomach rumbles. The Five stare.] That was my... fist.

BOSS WOLF: Get him!

PO: C'mon!

[The forces clash. Po dodges every bladed attack.]

VILLAGERS: Ooooh! [Po kicks wolf into a gong: Yah!] Yay!

[Monkey claps cymbals around a wolf's head. Mantis carries a strumming bunny to safety, then shatters a wolf's two swords. Viper takes on two wolves.]

VIPER: Take that!

[Tigress dispatches three wolves. Three archers take aim and fire at Po.]

MANTIS: Po! Incoming! [Fling three disks to block the arrows.]

PO: Thanks, Mantis! [Begins to duel multiple wolves using two metal instruments, defending the strumming bunny in the process. He is soon set upon by a dozen wolves, narrowly dodges many projectiles and ending up on a roof.] Tigress, double death strike! [Tigress leaps towards Po just as he is becoming outnumbered and swings him in a circle, then launches him at a group of airborne wolves.] Ruaaaagh! Feet of Fury! [He rapidly kicks the wolves out of air and lands. He then begins fighting the wolves in tandem with the Five, calling out each of their names as they appear.] Tigress! Viper! Monkey! Mantis! Bunny! [Holds out strumming bunny.] Wha? Oh, sorry. [Punches wolf towards Boss Wolf.]

[Boss Wolf howls and the metal loot is pulled up the opposite cliff. The trapped pig screams as he is hauled upwards.]

PO: Crane, go!

CRANE: I'm on it! [Flies up and slices rope holding trapped pig. The pig screams as the bundle tumbles towards the abyss next to the cliff.]

PO: Hooh!

[He charges forward off the cliff, followed closely by Viper. He leaps off and grabs the pile of metal with the pig inside... Viper grabs his ankles... Monkey leaps off and grabs her tail... Tigress grabs his tail and pulls Po, Viper and Monkey back on land and Mantis stops the metal pile with the pig inside as it bounces. Po, Monkey and Viper land and approach the villagers.]

PO: Is everybody okay?

[The crowd cheers and Po smiles... but then Boss Wolf stands up and runs toward Po with a hammer] Don't worry, I got this! [He faces the wolf. Boss Wolf raises the hammer... and Po sees the symbol on Boss Wolf's shoulder. Instantly and suddenly flashbacks and sees a vague vision of a female panda leaving her infant son behind. Back in reality, Tigress sees that something is wrong.]


[Tigress jumps towards Po, but is too late as Boss Wolf hits Po across the face. The panda is launched in mid-air along with Tigress. Po and Tigress land on the bunnies.]

BOSS WOLF: Chew on that, tubby!

[Boss Wolf runs toward the remaining pile of metal and drops 2 other metal piles off the cliff while being pulled up and disappearing into the clouds. Meanwhile, Mantis pushes Po up, Tigress flips a bunny who is upside down, and Viper approaches Po.]

VIPER: Are you okay?

TIGRESS: What happened?

PO: [Rubs his jaw, stunned.) I think I saw... I think... I gotta go. [Po runs off-screen.]

[The scene cuts to the entrance of Dragon Warrior Noodles and Tofu, where business is booming. Mr. Ping is saying goodbye to a pig exiting the restaurant.]

MR. PING: Thank you, thank you for coming to Dragon Warrior Noodles and Tofu. [He serves another customer.] More lemon sauce? If you need something, just ask! Thank you! [A young bunny runs by with a Po action figure.]

BUNNY KID: Feet of Fury!

[A female bunny looks at a mop hanging on the wall.]

FEMALE BUNNY: The Dragon Warrior's mop! He mopped these very floors! [Mr. Ping interrupts as she moves to touch it.]

MR. PING: Ah! Ah! Ah! No touching! You'll get the mop dirty!

ADULT PIG #1: You know, he once waited on me!

ADULT PIG #2: Awesome!

ADULT PIG #1: Yeah, I have the stain to prove it! [Turns to Mr. Ping.] Hey, where is the Dragon Warrior?

MR. PING: Ohhh, he doesn't work here anymore! He is busy out there, protecting the valley.

ADULT PIG #2: [Gasps] The Dragon Warrior!

[Everyone notices Po and bows to him.]


[Po waves to them and kisses a young rabbit held up by an adult rabbit. Mr. Ping runs to him.]

MR. PING: You should've told me you were coming! [Po hugs him.]

PO: Hi dad!

MR. PING: I would have saved you some stinky tofu!

PO: [Po carries the bowls and enters the kitchen.] Uhhh, Dad, can I talk to you?

MR. PING: Of course, son. [He turns to the costumers.] In honor of my son, free tofu desert for everybody! [Costumers cheer.] --with purchases. [Costumers frown.]

[Mr. Ping follows Po inside and hugs him again.]

MR. PING: Oh, it's so good to see you, Po! Have you lost weight? I could almost put my wings around you!

PO: Ahh, well, maybe a little.

MR. PING: Oh, poor you, you must feel weak! Let me get you some soup [Starts chopping some vegetables.]

PO: Oh, that's okay dad, I'm not hungry.

MR. PING: Not hungry, Po, you alright?

PO: Yeah, yeah, no, I'm fine. It's just... Earlier today, I was fighting these bandits.

MR. PING: [Partly listening] Uh-huh...

PO: Nothing too dangerous, they were just...

MR. PING: Yeah.

PO: Then the strangest thing happened. I had this crazy vision. I think I saw my mom... and me... as a baby...

[Mr. Ping slows his chopping as he registers what Po has said.]

MR. PING: Wa, Wa, Wow... a baby? [He is quickly overcome with fear.]

PO: Uh, Dad, how do I say this? [He glances at a picture of a younger Po and Mr. Ping.] Where did I come from?

[Mr. Ping's eyes widen. He turns to Po sadly and slowly.]

MR. PING: Well, you see, son, uhhh... baby geese come from a little egg. Don't ask me where the egg comes from!

PO: Dad, that's not what I meant.

MR. PING: [Sighs] I know it's not. I think it's time I told you something I should've told you a long time ago.

PO: [Nervous] Okay...

MR. PING: You might have been kind of a... a... adopted.

PO: I knew it!

MR. PING: You knew? Oh, who told you?

PO: No one, I mean, c'mon Dad!

MR. PING: But if you knew, then why didn't ever say anything?

PO: Why didn't you say anything? [Pause.] How did I get here, Dad? Where did I come from?

MR. PING: Actually, you came from this.

[Mr. Ping pulls a radish basket from under the kitchen bench. Po clutches the basket as his father begins his tale.]

MR. PING: It was just another day at the restaurant, time to make the noodles...

[A flashback occurs. A younger Mr. Ping goes into the back alley through the rear entrance to collect his vegetables. He notices that one of the crates is shaking.]

MR. PING: I went out to the back, where my vegetables, has just been delivered. There were cabbages, turnips, radishes.

[Mr. Ping approaches cautiously. The crate suddenly topples over, spilling several half-eaten radishes... and a dirty infant panda.]

MR. PING: Only, there were no radishes. Just a very hungry, baby panda.

[Mr. Ping stares in surprise. The baby burps then rolls on his back, smiling sweetly. Mr. Ping carefully walks round the baby and looks round the alley. There's no-one around.]

MR. PING: There was no note, of course, you could've eaten it. I waited for someone to come looking for you... but no one did.

[Mr. Ping picks up one of his crates and begins walking back inside. The baby begins to whimper. His crying rises to a bawl, bringing Mr. Ping to a stop. The child cries quietly for some time... until a radish gently rolls over to him. The baby brightens and grabs the radish while Mr. Ping looks on nervously. The baby takes a huge bite out of the radish and flashes Mr. Ping a cheeky grin. The goose smiles slightly, charmed.]

MR. PING: I brought you inside... [Mr. Ping leads the infant inside the kitchen with a trail of dumplings.] fed you... [Mr. Ping tosses the last dumpling into a small bathtub, prompting the child to climb inside. Mr. Ping smiles as the baby begins happily nibbling on the dumpling.] gave you a bath... [Minutes later, Mr. Ping is gently scrubbing the baby, whose face is the only thing visible in the mountain of soap suds. The child swallows a soap bubble and grimaces.] and fed you again... [After the bath, Mr. Ping begins feeding the child soup. The baby ends up consuming the entire spoon. When Mr. Ping takes it out again, he is dismayed to find it drenched in saliva.] and again... [Mr. Ping then begins chopping vegetables rapidly, all the bits going straight into the baby's mouth. After feeding, Mr. Ping approaches the baby with some pants.] I tried to put some pants on you.

[Before Mr. Ping can put the pants on, the child begins playfully crawling around, bumping into a table and knocking over its contents before moving beneath a shelf and bumping his head, spilling dumplings and a wok which falls on his head. A concerned Mr. Ping approaches as the child sits up and begins to cry. The goose grabs the wok, which is sitting on the child's head like a hat, and gently turns his head around. The baby whimpers before brightening up, giggling at Mr. Ping. Mr. Ping's heart melts completely.]

MR. PING: And then I made a decision that would change my life forever...

[That evening, Mr. Ping cooks up a bowl of noodle soup...] To make my soup without radishes... [And brings it to the baby, who is sitting in the radish crate which has been reconfigured into a makeshift crib.] and raise you as my own son. Xiao Po... my little panda. [Mr. Ping lovingly feeds Baby Po as the flashback ends.] And from that moment on, both my soup and my life have been that much sweeter.

The present-day Mr. Ping tears up as he strokes the edge of the basket.]

MR. PING: And, little Po, that's end of the story. Look at me! No, don't look at me.

PO: That's it? That can't be it! There's gotta be more, dad!

MR. PING: Well, there's that time you ate all my bamboo furniture. It was imported too. [A rabbit drops coins on the counter.]

BUNNY COSTUMER: One dumpling please, Dragon Warrior size! [Mr. Ping pulls out an over-sized dumpling and rolls it across the counter. The rabbit staggers under its weight.]

MR. PING: Oh Po, your story may not have such a happy beginning. But look how it turned out! You got me, you got kung fu, and you got noodles!

PO: I know, I just have so many questions: like how did I ever fit in this tiny basket... why didn't I like pants?

[Mr. Ping looks at Po.]

PO: And who am I?

[Cut to Gongmen City. In the palace courtyard, Masters Storming Ox and Croc spar while Master Thundering Rhino oversees their training. Nearby, the Soothsayer watches among some bowls and incense. Meanwhile, outside the palace, a white peacock slowly marches towards the palace gates. The antelope guards in front of the gates aim their spears and charge at the peacock.

A second later, the guards are tossed to the ground, injured or worse, as the peacock marches by. Swiftly slicing through the bar holding the gates, the peacock kicks the doors open, attracting the attention of the kung fu masters and the Soothsayer. They recognize the intruder as he enters the courtyard.]


SHEN: Good afternoon, gentlemen. Now that we've got the pleasantries out of the way... please leave my house.

OX: Your house?

SHEN: Yes, did you not see the peacock on the front door? Ah, there you are, Soothsayer... [He approaches the Soothsayer, who glares coldly back.] It seems that your fortune-telling skills were not as good as you thought.

SOOTHSAYER: We shall see, Shen.

SHEN: No, you shall see, old goat. [He turns back to the masters.] Now where were we?

RHINO: What do you want, Shen?

SHEN: What is rightfully mine... Gongmen City!

RHINO: Gongmen City is under the stewardship of the Masters Counci, and we will protect it... even from you!

SHEN: [Laughs] I am so glad you feel that way... [At that moment, several wolves enter with a large wooden crate.] otherwise, I'd have dragged that here for nothing.

OX: What's in the box, Shen?

SHEN: You want to see? Oh, it's a gift. It's your parting gift... in that it will part you. Part of you here, part of you there, and part of you way over there staining the wall!

OX: You insolent fool!

[Ox leaps at Shen, who pulls out a rope dagger which wraps around Ox's horn and pulls him to the ground. Croc lunges at Shen, but is countered and has to deflect a barrage of knives with his sword. Shen battles and defeats the two warriors before turning to Rhino. The more powerful warrior deflects all knives with his hammer and horn and, pushes Shen backwards with a thrust of his hammer, destroying his remaining knives.]

SHEN: Showoff.

RHINO: That is a warning. You are no match for our kung fu.

SHEN: I agree... but this is.

[He leaps backwards onto the wooden box, which falls apart to reveal... a dragon shaped cannon. Thundering Rhino prepares for combat. Shen lights a spark with his metal talons and... KABOOM!]

[Cut to the Jade Palace. Po and the Five are gathered in the arena, watching Shifu read the contents of a scroll.]

SHIFU: Are you familiar with the master of Gongmen City?

PO: You mean Master Thundering Rhino?

SHIFUl: Yes.

PO: Son of the legendary Master Flying Rhino?


PO: And slayer of the ten-thousand serpents of the Valley of Woe?

SHIFU: He's dead.

[Po and the Five are shocked.]

PO: Whoa.

CRANE: That's impossible!

TIGRESS: Rhino's horn defense is impervious to any technique.

SHIFU: This was no technique. Lord Shen had created a weapon, one that breathes fire and spits metal. Unless he is stopped, this could be the end... of kung fu.

PO: But I just got kung fu!

SHIFU: And now, you must save it! Go! Destroy this weapon and bring Lord Shen to justice!

[The Furious Five instantly set off. Po makes to follow.]

PO: Yeah! Let's go, let's... [He stops.] Whoa, whoa, whoa... how can I do this? How can kung fu stop something that stops kung fu?

SHIFU: Remember, Dragon Warrior: Anything is possible... when you have inner peace.

[Po smiles and sets off. Down in the village, the villagers cheer as Po and the Five begin their journey.]

PO: Inner peace, inner peace, inner peace... peace on!


[Po is caught off guard as he and the Five stop outside Mr. Ping's shop. Mr. Ping runs outside with a large backpack, which upon being dropped on the ground spills a large amount of contents.]

MR. PING: I got your travel pack! I packed you food for weeks: cookies, buns, vegetables... and I even packed all your action figures! [He pulls out action figures of Mantis and Tigress and holds up the Tigress figure.] See?

[Po is embarrassed as Monkey laughs and Tigress looks at Po in amusement.]

PO: Oh! Uh, hey, I don't know what those are, never seen them before in my life... [As soon as Monkey and Tigress are off-screen, Po grabs the Tigress figure.] Dad, you got scratches on my Tigress.

[Mr. Ping pulls out some portraits.]

MR. PING: I also packed your paintings of our best times together, just in case you get lonely! That's me and you making noodles... and that's me and you eating noodles... and that's me giving you a piggy-back ride! [Mr. Ping and Po look at a picture of Mr. Ping squished under a baby Po.] Isn't that cute... on second thought, I think I'll hang on to this one.

PO: Hey, uh, they're waiting for me.

MR. PING: Of course, of course... You have a job to do... far from home... in a strange city, filled with strange people, and strange noodles... facing horrible danger from which you might never return! Don't go, Po!

PO: I gotta go! I'm the Dragon Warrior, it's kinda my job to save kung fu. And if I don't... what am I?

MR. PING: You're my son!

[Po stares at him, mouth open, and doesn't answer Mr. Ping grows nervous.]

MR. PING: ...Right?

TIGRESS: Po, it's time.

PO: Uh... goodbye.

[Tigress watches Po walk off with the travel pack. She smiles reassuringly at Mr. Ping.]

TIGRESS: Don't worry, Mr. Ping. He'll be back before you can say 'noodles'.

[She sets off along with the Five. Mr. Ping sadly watches them as they leave the village.]

MR. PING: Noodles...

[A montage begins. Po cheers excitedly as he and the Five travel over the mountain range... seconds later he's staggering exhaustively after his friends. Meanwhile, in the Gongmen Fireworks Factory, Shen oversees the wolves dump hundreds of metal objects into a huge vat. As the kung fu warriors travel in the snowy mountains, Po trips and rolls down the mountain, becoming engulfed in a huge snowball. In the factory, Shen examines a barrel of gunpowder and scoops up a handful. He tosses it into the flames of a torch a nearby soldier is carrying. Sparks erupt from the torch, startling the wolf. Meanwhile, Po struggles to climb what appears to be a vertical cliff-side, and eventually slumps, tired. Tigress then appears walking by him: the surface is in fact horizontal. In the next scene, Po and the Five march across a barren desert, as Po expertly swings a bamboo staff around. In a high area of the factory, Shen practiced solo with his lance. Po and Shen briefly appear in a yin yang symbol replacing the two circles. Shen is then seen overlooking the city from the top of the tower as the montage ends.

[Late at night, a sampan boat sails down a wide river. Inside, Po and the Five are sleeping. Po becomes restless as he enters a dream...]

PO: Momma...?

[In his 2D animated dream, Po finds himself in a forest filled with white trees. He turns and spots two panda-shaped figures walking away from him in a white light.]

PO: Mom? Dad? Is that you?[He begins running after them excitedly.] Mom! Dad!

[Po's parents stop and turn to him. Po's mother is holding a white bundle.]

LI SHAN: Oh he-hey! Son, you're back!

[The father's tone confuses Po.]

PO: Huh?

PO'S MOTHER: Honey, what are you doing here?

PO: But I thought...

PO'S MOTHER: We replaced you dear... with this lovely radish!

[She unwraps the bundle slightly to reveal a large red radish.]

PO: Radish?

LI SHAN: It's quiet, polite, and frankly, does better kung fu.

[The radish suddenly leaps up in the air, making high-pitched kung fu noises.]

PO: Oh no, no, no...

[The radish rushes at Po and gives him a thorough kung fu beating. As Po is on the ground, the radish lunges. Before it hits, it suddenly forms into a glowing red eye and...

[Po wakes with a start. Troubled, he quietly gets up and exits the cabin, not noticing Tigress's eyes opening as he leaves. On the deck, Po mumbles furiously to himself.]

PO: Radish, radish, radish, radish, radish... YAH!

[In frustration, Po punches the mast. Plip! A water drop falls on Po's head. Looking up, Po sees that water is dripping from the mast above. He begins making tai chi movements similar to Shifu's...]

PO: Inner... peace...

[Plip! Another drop hits Po's head. He scowls and tries again.]

PO: Pea-

[Plip! Po keeps trying, getting more infuriated as the waterdrops continue to interrupt him. Plip! Plip! Plip! Plip...]


[Po furiously punches the mast repeatedly as his frustration gets the better of him. He briefly stops... and a large amount of water drenches him. Po looks up with silent anger. Plip!]


[Enraged, Po begins headbutting the mast.]

PO: INNER PEACE! Inner peace! Innerpeaceinnerpeaceinnerpeaceinnerpeapepapapah...


[Po stops. He looks up to see Tigress standing on top of the cabin, her paw on the mast. Po is embarrassed.]

PO: Oh, er... I'm, er... training.

TIGRESS: The mast is not a worthy opponent.

[She leaps over Po's head and lands opposite him. She holds out her arm, palm faced towards the panda.]

TIGRESS: I'm ready.

PO: Okay. So serious...

[He raises his fist and punches her paw as hard as he can- POW! A second later, Po collapses in pain, clutching his fist.]

PO: Ha-ha-ha-OW! I think I prefer the mast.

TIGRESS: Apologies. I used to punch the ironwood trees by the palace to train. Now, I feel nothing.

PO: That's... severely cool.

[Tigress smiles slightly... then holds her arm out again.]


[Po gets up and begins punching her fist repeatedly.]

PO: So, er... this punching ironwood trees... how long did you have to do that?

TIGRESS: Twenty years.

[Po stops punching.]

PO: Oh, twen-twenty years? [Resumes punching.] Is there any, uh, you know, faster way? You know... until you... you know... don't feel anything?

TIGRESS: No. Besides... [She grabs Po's fist and spins him in the air. Po crashes to the floor. Tigress smiles, watching his large belly slowly bounce to a stop.] I don't think hard style is... your thing.

PO: Oh...

[Po gets up into a sitting position as Tigress kneels beside him.]

TIGRESS: Po... why are you really out here?

PO: I just found out that my dad... isn't really my dad.

[Tigress looks at him.]

TIGRESS: Your dad... the goose? [Po nods.] That must have been quite a shock.

PO: Yeah.

TIGRESS: And this bothers you?

PO: Heh... are you kidding me? We're warriors, right? Nerves of steel! Souls of platinum! ...Like you! So hardcore you don't feel anything.

[Tigress's eyes widen as Po punches her arm and retracts his fist in pain, surprised by what he has said.]

TIGRESS: ...I was...

MANTIS: So what are you guys talking about?

[The rest of the Five appear from the cabin and surround Po.]

PO: Oh, erm... nothing!

VIPER: Po's having daddy issues.

MANTIS: Man, I'm so lucky... I don't have any problems with my dad! Maybe because mom ate his head before I was born... I don't know.

VIPER: Mantis, this isn't about you! Po is the one freaking out.

PO: I'm not freaking out.


PO: I'm freaking... in.


PO: What?

TIGRESS: We're here... [The warriors turn to see Gongmen City in the distance, the sun rising in the background.] Gongmen City.

[We zoom to the atrium at the very top of the palace tower. Inside, the decorative banners are pulled down by gorilla soldier as the cannon is rolled into the room. Lord Shen approaches the large golden throne in the center of the room, smiling fondly.]

SHEN: My father's throne... he used to let me play here beside him, promising someday that this throne would be mine...

[The throne is tossed out of a window seconds later. The cannon is moved in it's place.]

SHEN: A little to the left.

GORILLA: Uh, but it's so heavy, master!

SHEN: Thirty years I've waited for this moment. Everything must be exactly how I envisioned it... and I envisioned it a little to the left.

[The gorillas adjust the cannon.]

SHEN: Perfect. With the weapon by my side... ah, a little bit more. [The gorillas adjust the cannon.] With the weapon by my side... all of China will bow before me. We move out in three days, when the moon is full, and the tide is high.

[Shen laughs and then turns to the Soothsayer, who is sitting among her divination objects in a corner of the room.]

SHEN: Now you old goat, why don't you tell me my-


SHEN: F-future. I was going to say future. Look into your bowl, and tell me what glory awaits.

[Soothsayer looks into a small bowl.]

SOOTHSAYER: If you continue on your current path... [Her eyes roll upwards. Shen slowly walks down the small steps in the middle of the room, intrigued.] you will find yourself... at the bottom of the stairs.

[Shen stops on the bottom of the steps. He exclaims in annoyance before approaching the Soothsayer, who again looks into her bowl.]

SOOTHSAYER: I see... I see... I see pain...

[She plucks a feather from Shen's wing.]


SOOTHSAYER: And anger...

[She takes a bite out of Shen's robe.]

SHEN: How dare you! That is the finest silk in the province!

SOOTHSAYER: Followed by denial...

SHEN: This is not fortune telling! You're just saying what's happening right-


[Shen sighs in exasperation. Soothsayer puts the feather and piece of silk into the bowl.]

SOOTHSAYER: The most important time is now. But if you really want to see the future...

[Glowing blue-white smoke suddenly erupts from the bowl. Shen watches in awe as the smoke rises into the air.]

SHEN: Oh, what do you see?

[The smoke forms into a peacock.]

SOOTHSAYER: A peacock...

[The peacock is consumed by a fiery yin yang symbol. The gorillas back away in fear.]

SOOTHSAYER: ...Is defeated by a warrior of black and white. Nothing has changed.

[A shocked and furious Shen shatters the bowl with a throwing knife and fans away the apparition with his tail. Soothsayer looks up as Shen chuckles.]

SHEN: That's impossible.. and you know it!

SOOTHSAYER: It is not impossible... and he knows it.

SHEN: Who?

[At that moment, Boss Wolf emerges from the stairs.]

BOSS WOLF: Lord Shen! I saw a panda!

SHEN: A panda!?

[He lunges at Boss Wolf, pinning him to the floor by the neck.]

BOSS WOLF: A kung fu warrior... he fought like a demon! Big and furry... soft and squishy... [growls]... kinda plush and cuddly...

[Shen glares into Boss Wolf's eyes.]

SHEN: [Slowly.] There are no more pandas...

SOOTHSAYER: Even with his poor eyesight, he can see the truth. [Taps his scarred eye.] Why is it that you cannot?

SHEN: Find this panda, and him bring to me!

[He flings Boss Wolf away.]

BOSS WOLF: Yes, sir!

[He retreats down the stairs.]

SHEN: [To Soothsayer.] So one panda still lives... that does not make you right.

SOOTHSAYER: [Smugly] You're right... being right makes me right.

SHEN: [Turns away.] Then I will kill him... and make you wrong!

[He hears a chewing sound behind him- Soothsayer is eating the hem of his robes again.]

SHEN: Will you STOP that!?

[He yanks the robe out of her mouth.]

[Meanwhile, the sampan sails quietly through Gongmen Harbor, stopping underneath a stone bridge. The Five leap up and begin scaling the wall. Po tries and fails a couple of times before joining then on top of a roof overlooking the city streets. The palace tower can be seen in the distance.]

TIGRESS: That must be Shen's palace, on the other side of the city.

PO: Alright! We'll march into the palace and proclaim: We are the Dragon Warrior and the Furious Five, and we are here to bring you to justice!

[He leaps off the roof.]


[He grabs Po's foot, stopping the panda short and making him crash back on the roof. Mantis quickly pulls him back out of sight.]

MANTIS: What are you doing? This place is crawling with wolves.

[The warriors peer over the roof; indeed, there are wolf soldiers in every street of the city.]

CRANE: Hey, isn't that the guy who hammered you in the face?

[Po spots Boss Wolf smacking a bewildered pig's head as he passes by.]

PO: I do not like that guy. [Tigress puts a paw on his shoulder.]

TIGRESS: We need to get to that tower without being spotted by those wolves.

PO: Got it. Stealth mode...

[The warriors creep back down from the roof. Later, Po attempts to sneak through the streets, stopping to hide behind two thin pillars. He briefly spots the Five stealthily leaping over the rooftops. Po picks up a large plant and tries to use it as camouflage, but ends up tripping over the other plant pot. Now on the floor, Po slides on his back towards cover... but changes direction when he sees a noodle bowl standing on the very edge of a noodle cart. He tries to reach a dangling noodle strand with his tongue...]

WOLF: [Off-screen.] Hey, get outta the way!

[Po is alerted to the presence of wolves and rolls out of sight behind a market stall. He sneaks along the line of market stalls until he hits himself on something unseen. He emerges behind a fruit stall, only to encounter a wolf passing by. The wolf stares; the strands hanging from a kite on Po's head, coupled with two watermelons sitting in front of Po's chest, give him the appearance of a woman. Po notices this, pulls out a fan, and begins flirting with the wolf.]

PO: [Female voice] Oh, ho, ho, ho, ho, hello, ho, ho, ho, I couldn't help but--

[WHACK! Po headbutts the wolf, knocking him out cold. He quickly makes his way out the stall.]

PO: Yeah, okay... anyway, where was I?

[Meanwhile, the Five stop on one of the rooftops.]

TIGRESS: Where's Po?

MANTIS: How can you lose a guy that big?

[The Five look down at the market street. It isn't long before they spot a dragon costume with panda legs clumsily making his way down the street. Tigress is embarrassed; the others are completely gobsmacked. In the street, Po knocks a huge lantern into a fireworks stall; sparkling, fiery chaos erupts in seconds. The Five leap down to ground level as Po passes by, looking for his friends.]

PO: Guys! Guys?

[Monkey appears beneath the costume suddenly.]

MONKEY: Hey, Po...

[Smack! Startled, Po accidentally backhands Monkey as the rest of the Five join him beneath the costume.]

PO: Sorry!

CRANE: So that was stealth mode, huh?

PO: Let's be honest, not one of my stronger modes...

[The costume continues its journey down the street, where the warriors witness citizens being terrorized by the wolves. Viper peeks out from beneath the costume and gasps in horror at the sight. The costume spots a wolf lifting a sheep by the collar while holding a bowl of rice with one paw.]

WOLF: This rice is raw!

SHEEP: But you stole all my metal pots for Lord Shen!

[The wolf flings down the bowl.]

WOLF: Either you cook my rice, or I cook you!

SHEEP: My apologies...

[Cut to the warriors inside the costume. In the background, the wolf can be heard threatening the sheep some more before counting down from three.]

CRANE: Po, do something!

PO: How am I supposed to help her cook rice without getting caught!? Wait... I have a better idea.


[He raises his fist as Po taps him on the shoulder with the costume's tongue.]

PO: Hey.

WOLF: Hey.

[He turns back to the sheep. He suddenly registers what he has seen and turns back, before Po punches him. As the sheep looks on, the wolf is dragged inside the costume through the dragon's mouth, given a thorough beating inside, and expelled from beneath the dragon's tail. A young rabbit nearby exclaims in disgust at the sight. The costume turns to the sheep.]

PO: We're here to liberate the city and bring Shen to justice.

SHEEP: You will need help.

PO: Thank you, brave sheep, but it's too dangerous. I can't let you...

SHEEP: Oh no, not me. It's not safe to speak here.

PO: Right.

[Po thinks for a moment... and then picks the sheep up into the dragon's mouth. The young bunny screams and runs off.]

SHEEP: I'm talking about Masters Ox and Croc. They're in Gongmen Jail at Black Dragon Alley.

PO: What?! They're still alive? They must be in that jail gathering intelligence, hatching a plot to use their awesomeness to defeat the weapon! Okay, let's go! [Puts down the sheep.] Thanks, sheep.

[At the moment, Boss Wolf spots his beaten soldier and rushes onto the scene.]

BOSS WOLF: Hey, stop that costume!

[The costume take off, pursued by wolf soldiers. It turns a corner and quickly climbs over an apple cart.]

VIPER: Take that!

[The costume tail-lashes the cart, sending a barrage of apples down on the wolves. Inside, the Five urge Po to move faster. He dodges an incoming group of wolves before becoming surrounded in a nearby street. The costume drags two wolves inside and spits them back out at the other wolves in the same manner as the wolf from earlier, also spitting out Monkey in the process. He rolls to a stop next to an antelope sweeping the street. The antelope stares at Monkey, who stares back sheepishly before rushing back beneath the costume.

[The costume makes its way through the maze-like streets of the city (consuming and expelling wolves in the process) before getting cornered in a dead end. The wolves surround the costume with swords.]

BOSS WOLF: Now! [The wolves impale the costume.] Gotcha!

[Boss Wolf yanks off the costume... only to find that the warriors have been replaced by cabbage crates with swords sticking out of them.]

BOSS WOLF: Spread out, search everywhere!

WOLF: What about over there?

BOSS WOLF: Is there a part of everywhere?

WOLF: Uh... I guess.

BOSS WOLF: Then search there!

[Meanwhile several nearby barrels sneak out around a corner unnoticed. The largest barrel topples over, forcing the smallest barrel to push it into the alley. Tigress stops the barrel, causing the lid to fall of to reveal Po inside.]

PO: They must be close. I can feel a kung fu chill riding up my spine...

[Viper slides out of the barrel.]

VIPER: Sorry, Po. It's just me.

[Tigress stands up and spots a hanging sign on the alley corner.]

TIGRESS: Look! Gongmen Jail.

[A tiny barrel rolls towards the two wolves guarding the jail entrance. They peer down at it.]

WOLF: Aw, it's cute.

[Pause... and then Mantis explodes out of the barrel.]


[He swings the wolves around before knocking them senseless and tossing two barrels over the unconscious bodies. Po and the Five then burst into the jail and take out the guards inside. Po backhands the last wolf without even looking at him.]

TIGRESS: Nice work, Po.

MONKEY: At the first sight of trouble, I'll give you a signal: Ka-kaw! Kee-kee!

PO: You mean like Crane does?


[Po and Tigress leap into the cell area. Crane steps up to Monkey.]

CRANE: Excuse me, when have I ever made that noise?

[Po and Tigress peer into the cells as they search for Ox and Croc.]

PO: Master Ox? Master...

[He spots a melancholy Master Croc leaning on a cell door in a dark corner of the room. Po excitedly runs over to him.]

PO: The ferocious Master Croc! [He spots Master Ox inside and his happiness doubles.] And Master Storming... Ox! I can't believe we're rescuing actual legends of kung fu. We're gonna free you from those bonds of injustice, no problem! [He begins pulling at the bars.] Gotta be a key around here... no they wouldn't leave a key around here...

TIGRESS: He-yah!

[Tigress breaks the door off its hinges.]

PO: Oh great, you found it! [He excitedly walks off.] Alright, let's go! We're coming for you, Shen! Woo-hooo! Wahohohohoooo... [He turns and falters.] ...woo?

[He walks back to the two masters, who have made no move to leave their cell.]

PO: Guys, are we going, or not? Do you wanna meet us there later? I mean, you do want to take back your city, right?

OX: Of course we do. [He and Croc pick up the door.] But if we stand up to Shen, he will turn the weapon on the city!

[They push the door back in place. Po is stunned.]

PO: Listen to yourself! You're protecting Gongmen City by not protecting Gongmen City? If we all fight together...

[Po steps forward and move the door slightly- and is shoved back as Ox pushes on the door.]

OX: Then the weapon would kill... everyone!

PO: Oh, would it? Then we'll use... [Ox swings the door. Po dodges and sidelines into the cell.] ...a sneak attack! We'll get inside, and then...

CROC: And then you'll be stopped... [They shove Po back outside with the door. Ox cuts through the central bar and forces the two halves into the door frame, fixing the door in place.] by the unstoppable weapon!

PO: Nothing's unstoppable except for me when I'm stopping you from telling me something's unstoppable!

[He leaps at the door. The door swings horizontally, bring Po inside and knocking Croc outside. Croc and Tigress look at each other silently- Croc begins sheepishly tapping on the door. Inside the cell, Po and Ox face each other.]

PO: Master Ox, I'm not letting you stay in this cell!

OX: I'd like to see you get me out!

[Ox grabs Croc's tail, yanking Croc inside while catapulting Po outside with the swinging door. Tigress catches him upside down, coolly turns him the right way up, and spins him around to face the cell. Po points at her with an awed expression.]

PO: You guys see that? It's called being awesome. Come on, whatever happened to being heroes?

[He leaps back inside the cell. A minor scuffle ensues between the three warriors.]

CROC: The only hero in this town is a dead one.

[Soon enough, all three warriors are spinning round inside the door. Po eventually ends up being thrown away on one side of the door, while Ox and Croc separate and fix the door shut on the other.]

OX: Like I said, you are not getting us out of this cell!

[He and Croc notice that they are outside the cell.]

OX: Oh.

[The door falls and smashes to bits. Po gets to his feet and steps out of the cell, triumphant.]

PO: Yes! Haha, woohoo! Alright, let's go!

[His triumph fades when Ox and Croc walk into the opposite cell and shut the door behind them.]

CROC: I get the top bunk.

OX: It's time to surrender, panda... Kung fu is dead.

[These words shock Po to the very core. Tigress and the Five and equally stunned.]

PO: Y-you... w-woo... kung fu is... de-eaah... fine! You stay in your prison of fear, with bars made of hopelessness... and all you get are three square meals a day of... shame!

CROC: ...With despair for desert.

[Po steps away from the cell.]

PO: We'll take on Shen, and prove to all those who are hungry for justice... and honor... that kung fu still lives!


[Ox looks down. Suddenly, Boss Wolf bursts in with two wolf soldiers.]

PO: Monkey!

[Monkey peers over the rail.]

MONKEY: Ka-caw...

[Po turns to Boss Wolf.]

PO: You! You're mine!

BOSS WOLF: I'll tell you what's gonna be yours: My fist in your plush cuddly, super-soft face! [Monkey and Crane take out the two guards.] ...Uh oh.

[He flees.]

PO: Get him!

[Po and the Five take off after him. Outside the jail, Boss Wolf jumps onto a rickshaw cart.]

BOSS WOLF: Get me outta here!

ANTELOPE: Yes, sir!

[The driver speedily pulls Boss Wolf up the street as the Five emerge and chase him. Po stops outside the jail and spots another rickshaw cart nearby. Seconds later, he's riding the rickshaw down the street, speeding past the Five and gaining of Boss Wolf.]

MONKEY: Go, Po, go!

[Boss Wolf's cart takes a sharp turn into a nearby alley. Po is moving too fast and goes straight past.]

BOSS WOLF: Lose him!

ANTELOPE: Yes, sir!

PO: Viper!

VIPER: Hang on!

[Viper wraps herself round a pole as Po grabs her tail. The momentum swings him round and into the alley. The alley opens up into a market place. Boss Wolf eventually grabs the driver.]

BOSS: Watch out!

[He flings the innocent antelope into Po's path. Po barely manages to swerve round the driver.]

PO: Very uncool!

BOSS WOLF: Try this!

[He knocks over several citizens and crates. Po is barely able to dodge the crates, and the Five manage to pull all the citizens out the way, though they fall behind in the process. Po laughs and continues his pursuit. The chase takes them out of the market place and into a small street.]

BOSS WOLF: How about something small?!

[Boss Wolf picks up a pram full of baby bunnies. Po is horrified.]

PO: No, no!

[The bunnies are flung into his face. Blinded, Po ends up rolling off the street and into a scaffolding as Boss Wolf laughs at him.]

PO: Cute bunnies off the face!

[Po manages to see enough to spot that their cart is about to go over the end of the scaffold. Po screams before slamming his foot on the left wheel, swerving the cart onto the rooftop next to the scaffold.]


[Po sees that his foot is on fire. Down below, the Five continue their pursuit.]

TIGRESS: We lost him!

[She hears Po scream and looks up. On the rooftop, Po sees that they are again about to go over the edge. With nowhere to go, they indeed go over... but Po manages to balance the cart on two ropes stretching over the street, depositing the bunnies safely in the seat. Po spots that they're about to crash into the building opposite.]

PO: Crane, catch!

[Po swings beneath the cart and tosses the bunnies into the air, all of which are caught by Crane. Po crashes into the building, shattering the cart, and falls back into the street. Back on street level, Po is left balancing on a wheel and a stick. Far ahead, Boss Wolf laughs tauntingly and continues on.]

PO: Guys, guys, guys, guys! Give me a shove!

TIGRESS: Mantis, now!

[Mantis flings Tigress forward. Tigress flies through the air, prepares a double-fisted punch and...]


[She strikes Po directly in the rear... and he goes tearing up the street, leaving a trail of fire in his wake. Boss Wolf barely has time to turn and yell in surprise before Po crashes into him. The two are now sparring on the still-moving cart, passing watching citizens as they speed down the street.]

BOSS WOLF: Is that the best you've got? 'Cause it feels like I'm fighting a big ol' fluffy cloud!

PO: Well this cloud's about to bring the thunder!

[Po pushes Boss Wolf up with his foot, causing Boss Wolf to get hit in the back repeatedly by the hanging signs. Boss Wolf eventually retaliates by grabbing Po's foot and leaning backwards, forcing Po into a upwards position on the cart. Boss Wolf laughs as Po suffers the same treatment (in the face).]

PO: Ow! Why... [Whack!] are... [Whack!] there... [Whack!] so... [Whack!] many... [Whack!] signs... [A large gate sign approaches.] WAAAAAH!

[He ducks just in time. The cart goes through the gate and begins bouncing down the stairs. The motion gives Po an idea. He sticks his fist out and Boss Wolf's face gets bounced into it each time the cart bumps on a step. The cart reaches the bottom of the stairs and goes down another street before riding up a ramp, sending Po and Boss Wolf flying into the air. They scream and clutch at each other as they soar over the city. As gravity begins to take effect, Po grabs Boss Wolf and forces him beneath him.]


[CRASH! Boss Wolf takes the worst of the impact as they crash into the ground outside the palace gates. The Five rush onto the scene as Po staggers off the stunned wolf. Tigress catches Po as he falls backwards.]

PO: Yes! Taste the defeat! Let me tell ya something. Next time you mess with a panda, you'd better bring a whole... lotta...

[At that moment, dozens of wolves emerge from all directions, while a dozen archers aim their bows from the palace wall. In seconds, the warriors are surrounded. Boss Wolf gets to his feet.]

BOSS WOLF: Guess nobody told you... you mess with the wolf, you get the fangs!

[He punches Po in the gut- he doubles over, winded.]

BOSS WOLF: Now I've hit ya twice! What are you gonna do now?

[Po glares at his nemesis for a long moment... and then...]


[A gorilla pulls out some handcuffs. One by one, Monkey, Viper and Tigress are cuffed.]

CRANE: You can chain my body, but you will never chain my- [A wolf cuffs his neck, muffling his voice.] warrior spirit!

PO: Hey, don't forget the little guy!

MANTIS: Did you just call me...

[Po grabs Mantis and stuffs him in a little cage which he carries from that point on.]

TIGRESS: Po, what are you doing?

PO: Don't worry, I've got th... [He cries out in pain as a pair of cuffs is slapped around his own wrists.] No way... eight-point acupressure cuffs? Just like the ones that held Tai Lung! The more you move, the tighter they get! [A soldier hooks his cuffs on a pole and yanks him off his feet.] These are the best cuffs!

[He's dragged forward. Inside the palace atrium, Shen practices his words for his first meeting with Po. He threateningly points his lance at an imaginary panda.]

SHEN: Greetings, panda! At last we meet! [He falters.] Oh, no no no no no... [He acrobatically flips about before pointing his lance in another direction.] We meet at last! Yes! That's it! Greetings, panda! We meet at la- [He stops short when he ends up pointing his lance at the Soothsayer, who has appeared out of nowhere.]

SOOTHSAYER: You are afraid for a reason.

SHEN: I'm not afraid. He's coming to me in chains! If anyone should be afraid, its...


[Shen looks at her... then quickly yanks his robes out of her reach.]

SHEN: Don't you even think about it.

[Outside, the captured warriors are being lead across the palace courtyard. Tigress turns to Po.]

TIGRESS: I hope this turns out better than your plan to cook rice in your stomach by eating it raw and then drinking boiling water...

PO: This plan is nothing like that plan.


PO: 'Cause this one's going to work.

[He suddenly looses his footing. He and the Five quickly see that he has stumbled on the edge of a huge crater... with Thundering Rhino's damaged hammer standing on the other end like a macabre memorial. The warriors stare in horror as Boss Wolf mockingly pats the hammer's staff, chuckling.]

BOSS WOLF: Keep moving.

[The warriors narrow their eyes as they are lead inside the tower. Po spots something unseen in front of them.]

PO: Ah... my old enemy... [We see that he is gazing up at an enormous staircase leading all the way to the top.] stairs...

[In the throne room, Shen, Soothsayer and a gorilla soldier nervously await Po's arrival. They see a hulking shadow moving up the stairs... hear him grunting with each thundering step... Shen unsheathes a knife slightly... Soothsayer looks on expectantly... the shadow nears the top of the stairs... Po emerges... being carried on a gorilla's back like a sack of rice. He flings the panda on the floor as Boss Wolf and the Furious Five also reach the top of the stairs.]

PO: Thanks for... carrying me those last few flights...

[Tigress helps him up as Shen and Soothsayer look on, astonished. Boss Wolf points a spear at Tigress- she kicks it out of his paws and into a pillar.]

PO: I threw up a little on the third floor, someone might want to clean that up. Is there some sort of evil janitor or somethin'?

SHEN: Greetings, panda! We meet at-

PO: Hey, how you doin'?

[Shen is caught off guard.]

SHEN: Hey...

[Soothsayer approaches Po and pokes him gently in the belly.]

SOOTHSAYER: You've grown up bigger than I thought... [She examines the panda, looking inside a confused Po's ear as she does so.] strong... [She opens his mouth and peers inside.] healthy.

PO: Look, I don't know who you are, but please step aside, sir.

VIPER: [Whispers.] That's a lady.

[Po does a double take.]

PO: Oh, sorry! The beard threw me... it's kind of misleading... [Soothsayer strokes her beard, amused.] false advertising...

SHEN: Enough of this nonsense! Bring the prisoners to me.

[Po and the Five are led further into the throne room.]

PO: Get ready, guys. Keep your eyes peeled for the... weapon!

[Po spots a tiny model of the cannon on a table. Quick as lightning, he charges at the model and destroys it with a swing. The Five stare at him, mortified; Crane even pulls down his hat in shame. The Soothsayer is perplexed.]

PO: Yes! We did it! Did you guys see that? Wahoooo...

[The triumphant panda turns... and finds himself standing in front of the giant cannon in the middle of the room. The Five are shoved next to him as Shen approaches, laughing.]

SHEN: [To Soothsayer] You really think that this is the warrior destined to defeat me?

SOOTHSAYER: I do not... I know he is.

SHEN: Look at him! A lifetime to plot his revenge and he comes to me on his knees!

PO: Hey, wait, I did not have a lifetime... we only heard about Master Thundering Rhino a few days ago, and we came to avenge him!

[Soothsayer stares.]

SOOTHSAYER: You've come to avenge nothing else?

PO: Yeah, all those pots and pans you stole- we're going to want those back!

SOOTHSAYER: Nothing else?

PO: You probably did some other evil stuff on the way, I don't know, what else did he do?

[Soothsayer is shocked. Meanwhile, Viper sticks her tail into Tigress' cuffs and starts picking the lock.]

SOOTHSAYER: You don't know...

PO: Wh-what? [Shen laughs.] What's so funny?

SHEN: Precisely the thing... that you clearly do not know!

PO: Okay, enough with these riddles! Would you guys just spill the beans?! First the weapon was tiny- hey surprise, it's big! And then the lady over here- I think is a guy 'cause she's got a...

[Quick as a flash, Shen aims a knife in Po's face, shutting him up.]

SHEN: The only reason you're still alive is that I find your... stupidity... mildly amusing.

PO: Thank you... but I'm finding your evilness extremely annoying.

SHEN: Who do you think you are, panda?

PO: Who do you think I am, peacock?

[Shen chuckles... Po chuckles back... soon both panda and peacock are laughing their heads off as the Five look on, flabbergasted.]

PO: Why are we laughing?

SHEN: Take aim.

[Boss Wolf aims the cannon at the warriors as the gorillas open the balcony doors behind them. Viper continues to pick the lock. Po and the masters prepare themselves as Boss Wolf raises the lighter to the fuse.]

SHEN: Fire!

[Boss Wolf lights the fuse. Shen laughs evilly... and then realizes that nothing has happened.]

SHEN: Well?! Light the... thing!


[He lights the fuse again... a flash of green douses it faster than the eye can see. Boss Wolf tries again... and again... and again... then Mantis kicks the lighter out the wolf's paw and holds it above it head like a wrestler holds a trophy belt.]


[Shen stares at the cage in Po's paws... inside is Mantis's action figure. Po laughs. At that moment, Viper picks the lock and Tigress leaps free. She strikes off the cuffs of her friends and Crane leaps into the air and blows the soldiers away with his wings. A gorilla collides with Boss Wolf, knocking him from view. Shen is stunned.]

PO: Get the weapon!

[They spring to action. Tigress leaps on Po's back, jumps off and strikes the mouth of the cannon, flipping it in the air. Shen staggers backwards as Po leaps at him with a battle cry. Mantis leaps into the air and kicks the cannon in mid air, sending it crashing hard through the floor. The cannon tumbles down the interior of the tower and smashes to pieces on the ground floor. Up above, the Five cheer at their success. Meanwhile Po pins Shen to the floor. The peacock splays out his tail feathers. Po sees the red eye emblem of the feathers and...

[A mother running from her infant son... a white peacock wielding a lance as fire rages all around him... Po snaps out of his vision, stunned. Shen moves free and stares at the panda, breathing hard. Tigress turns and is shocked to see Po staring back, making no move to attack Shen.]

PO: You... you were there.

[Shen smiles, satisfied.]

SHEN: Yes... yes I was.

[Before Po can react, Shen rushes to the balcony and leaps off the edge, flying towards the Fireworks Factory in the distance. Po and the Five gather at the balcony As a shocked Soothsayer is carried away by the gorilla.]

TIGRESS: You just let Shen get away!

MANTIS: Well at least we destroyed the weapon.

[Shen flies across the city and lands on a balcony in the factory.]


[BOOM! BOOM! BOOM! Next to him, several cannons are fired by gorilla soldiers. Back at the palace, Po and the Five stare in horror at the flaming cannonballs flying right toward them.]

MANTIS: Aw no, he's got way more.

[The warriors are blown backward as the cannonballs explode upon impact with the top of the tower. Though most of the warriors are mostly unharmed, Crane holds up a burned wing.]

CRANE: My wing!

TIGRESS: [Rushes to Crane's side.] Po, help!

[Po runs forward, and yells as he begins to fall through the hole in the floor.]

TIGRESS: Watch out!


[She grabs Po's leg just as he falls through the floor. Upside down, Po finds himself staring at the floor far below. Mantis tries to help Viper pull him up.]

VIPER: Help me pull him up!

TIGRESS: No... get him down! Use the ropes.

[Viper releases Po, who rapidly descends the tower interior by sliding down the lantern ropes dangling down the middle. As the other warriors descend along with him, Tigress leaps down from floor to floor, carrying the injured Crane. At the factory, Shen watches the scene with psychotic glee.]

SHEN: Run, run, little panda!

[Inside the crumbling tower, Po loses his grip. Monkey screams as he ends up squished under Po's rear as they reach the floor. Po rolls away as the other warriors join them at the bottom. Tigress sets down Crane and rushes over to Po, grabbing his arm.]

TIGRESS: Po, come on! We need you to focus!

PO: I got it, I got it!

[The warriors run toward the open exit. In the factory, Shen continues to watch alongside his cannons.]

SHEN: Bring it down!

[The cannons are fired. In the palace courtyard, the wolf soldiers laugh as the tower is struck once again. Inside, debris falls and blocks the exit before the warriors can reach it.]

PO: We're trapped!

TIGRESS: This way!

[They run toward the stairs. Shen laughs madly as the tower starts swaying.]

SHEN: Goodbyeeeee!

[In a higher level of the tower, Tigress smashes a hole through the interior wall. At once, they are assaulted by dozens of arrows from wolf archers.]

TIGRESS: Get back!

[The others move back inside the building as Tigress deflects more arrows and leaps along the outer wall. She spots the city in the distance... that and the swaying tower gives her an idea. Catching an arrow aimed at her head, Tigress runs back towards the hole in the wall.]

TIGRESS: The only way out is up!

[She grabs Po and pulls him outside.]


[The tower begins to topple as Po and Tigress swing each other up the exterior, as the others climb up alongside them. They continue to scale up the tower, until the angle allows them to run up as well as climb. Shen watches them with confusion.]

SHEN: Where are they going?

TIGRESS: ... to the top!

VIPER: Come on, keep going!

[They continue to run and climb as the falling tower heads towards the ground. A cannonball barely misses Monkey, singing Crane's hat which he is carrying. They reach the top...]

PO: Here we go!

[And leap off the very edge. As the tower crashes to the ground, the warriors clear the outer wall, evading flaming arrows, and fall toward the city streets. They land on the rooftops and disappear from sight.]

SHEN: You idiot!

[Back at the factory, Shen kicks a gorilla in the face before leaping down the steps into the map room, followed by Boss Wolf.]

GORILLA: Ow, my nose!

SHEN: [To Boss Wolf] Call in the wolves, all of them! I want them ready to move! The year of the peacock begins now!

BOSS WOLF: Right now? Because it's the middle of the year. [Shen slowly turns towards Boss Wolf.] So you'd only get, like, half of the Year of the Peacock...

[Shen pulls out and flashes one of his throwing knives.]

BOSS WOLF: And this year, of course, is the Year of the Peacock. Happy New Year, sir!

[Shen lowers the blade and stares at Boss Wolf, who looks down, intimidated.]

SHEN: [Whispers] Get the wolves ready... we're loading the ships now... [Raises voice] NOW! Now, now, now, now!

[Boss Wolf quickly leaves the room and enters the foundry area.]

BOSS WOLF: Move! Move! Move!

[The wolves start working fast-rate on the cannons as outside, a wolf howls a signal. Every single soldier in the city travels to the factory to help with the preparations. Down below, Po and the Five stealthily sneak down the streets.]

TIGRESS: This way.

[They stop at the corner leading to Gongmen Jail. Tigress peers round the corner. The two wolves guarding the door hear the howl and leap off. The warriors quickly enter the jail, Po tumbling through. The place is empty, save for Ox and Croc still in their cell.]

OX: You! What did you do? It's chaos up there! What happened to stopping Shen?

[The Five stare at Po.]


PO: Hey guys, come on. Give me a little credit! I meant for him to get away! Because, uh... it was a trick, was a plot... and I thought I might... figure out his plot... more...

[The Five continue to stare.]

MANTIS: That makes no sense.

PO: What do you mean... sure it does!

[Tigress steps up to Po, making him fall backwards on his rear.]

TIGRESS: Po, the truth. You had Shen. What happened?

PO: What are you talking about, I don't know what you're talking about? I mean, okay, he caught me off guard!

[Tigress kneels down to face Po eye to eye.]

TIGRESS: The truth.

[Silence as they stare at each other. Po opens his mouth... and closes it again.]

TIGRESS: Fine. [She stands up.] They will keep you far from danger.

[She gestures to Ox and Croc.]

CROC: Real far. [Chuckles.]

[Po glances at them then turns back to Tigress.]

PO: What?

TIGRESS: You're staying here.

[She starts to walk away. Po gets up and chases after her.]

PO: W-w-wait! I have to go ba--

[Tigress whirls round to face Po. A hush falls over the room. The Five look on in fear. Po stares at Tigress.]

TIGRESS: You're staying here!

PO: I'm going... and you can't stop me!

[He tries to walk past Tigress, but she grabs his arm and twists him around. He turns back to her, caught off-guard.]

PO: Okay... I wasn't ready that time.

VIPER: Guys, don't!

[Tigress moves into a kung fu stance.]


[Po points to the ceiling as he approaches.]

PO: Look!

[Tigress doesn't fall for it- she grabs Po as he tries to slip past her and tosses him high into the air. He lands on the other side of the room, and spins on his head as he leaps back to his feet, facing the wrong way. Yelling in frustration, he rushes back at Tigress. Croc visibly winces as Tigress counters and sends Po sliding back towards his and Ox's cell.]

VIPER: Stay down.

PO: I have to get to him!

TIGRESS: Then tell me why!

[Po hesitates... and gives in.]

PO: He was there... okay? The peacock was there the last time I saw my parents! He knows what happened... where I came from... who I am...

[Tigress looks at him, her anger fading. Po gets to his feet.]

PO: Look, I'm going... I have to know... the hardcore can't understand.

[He walks towards the exit. Tigress scowls at his remark. She lunges...]

VIPER: Tigress, NO!

[...and hugs Po. Po's eyes widen. The Five stare. Crane's beak drops.]

TIGRESS: The hardcore do understand. [She releases him, but keeps her paw on his shoulder.] But I can't watch my friend be killed. We're going.

[She walks away, moving past the Five.]

CRANE: Hey, uh... maybe you can't watch me be killed...

TIGRESS: Stop being a wimp.

MONKEY: And... she's back.

[Po watches silently as the Five leave.]

OX: [Sighs.] Don't worry, kid... you're better off here.

[In the Fireworks Factory, Shen wields his lance as Soothsayer looks on.]

SHEN: You were wrong, Soothsayer! We sail to victory tonight... your magic panda is clearly a fool!

SOOTHSAYER: Are you certain it is the panda who is the fool? You just destroyed your ancestral home, Shen!

SHEN: A trivial sacrifice... [He sticks the lance's tip into a nearby fire. When it is glowing hot, he stabs it into the map of China, sending the entire sheet up in flames.] when all of China is my reward!

SOOTHSAYER: Then will you finally be satisfied? Will the subjugation of the whole world finally make you feel better?

SHEN: Hmmm, it's a start. I might also convert the basement into a dungeon.

[He glares at Soothsayer as he says this. Her anger spent, Soothsayer approaches the peacock, who is standing at the balcony with his back to her.]

SOOTHSAYER: The cup you choose to fill has no bottom. It is time to stop this madness.

SHEN: And why on earth would I do that?

SOOTHSAYER: So your parents can rest in peace.

[Shen's expression changes.]

SHEN: My parents... hated me. Do you understand? They wronged me. I... will make it right.

SOOTHSAYER: They loved you! They loved you so much, that having to send you away killed them.

[Shen does not say anything for a moment.]

SHEN: The dead exist in the past... and I must attend to the future.

[Soothsayer looks down, deeply saddened.]

SHEN: Set the Soothsayer free. She is of no use to me.

[The gorilla soldier steps forward to escort Soothsayer out.]

SOOTHSAYER: Goodbye, Shen. I wish you happiness.

SHEN: Happiness must be taken... and I will take mine.

[The gorilla puts a paw on Soothsayer's shoulder as he leads her out of the map room. 'Smack!' Soothsayer smacks his paw with her staff. Shen does not watch her leave.

[Meanwhile, the Furious Five stealthily approach the factory. They leap over the outer wall, past two wolf sentries, and hide behind a pile of gunpowder kegs close to the entrance. Tigress spies several cannons through the partly open doors before they close.]

TIGRESS: If all of those weapons leave the building, China will fall.

VIPER: We bring down the building!

MANTIS: Hey guys! How about this?

[Standing on top of a powder keg, Mantis rubs his 'thingies' over a tiny pile of gunpowder. Whoomph! A small flames goes up in his face, turning it black with soot and singing his antennae.]

MANTIS: This will work.

TIGRESS: Alright, let's go.

MANTIS: I can't feel my face...

[The Five pick up the powder kegs and set to work... as in the distance, Po pole-vaults onto a walkway and into two wolf sentries. Knocking them both out, Po picks them up and sneaks along the walkway using the bodies as cover. He passes a disgruntled Boss Wolf muttering to himself on the way.]

BOSS WOLF: Did you hear him call it the year of the 'peacock'...

[Po waves using a sentry's arm.]

PO: Hey.


[Po moves on, eventually stopping in front of a wall.]

GORILLA: [Off-screen.] Hey, on your feet! And wipe those stupid grins off your faces!

[The gorilla appears and picks up the two wolves as Po crawls inside through a window above him. He finds himself on a walkway high over the metal vat and the conveyor belts transporting metal into it. Po sneaks across the walkway, and spots a peacock-shaped silhouette in the smoke on the other side of the large room.]

SHEN: Move, you dogs! Faster, faster! Load them all!

[Po climbs up a ladder and rolls across another walkway. He reaches other end and...]

SHEN: Greetings, panda!

[Shen emerges from the smoke on a walkway just above Po. Po spots the eye emblem on his tail feathers again and shields his eyes, barely resisting another flashback.]

PO: Tell me what happened that night!

SHEN: [Mockingly] What night?

PO: That night!

SHEN: Ahhh... that night.

PO: Yes! [He falters.] We're talking about the same night, right?

SHEN: Yes, I was there. Yes, I watched as your parents abandoned you, it's a terrible thing. I believe it went something like this!

[Shen cuts a chain and a suspended bucket swings into Po, sending him dangling over the floor far below. Meanwhile, outside the factory...]


[The Five push a large cart full of gunpowder kegs towards the building. Viper tosses Monkey a lantern, who smashes it over the kegs as they burst through the entrance. Tigress shoves the cart into the middle of the room, where it topples over and spills flaming kegs. The wolves back away.]

MONKEY: Here's your new year's gift!

MANTIS: Hope you like it, 'cause you can't return it!

[The Five turn to leave... then Po yells overhead and Tigress rushes back into the building, spotting the panda swinging from the bucket.]

TIGRESS: Po?! What is he doing here?

[The Five look from Po to the flaming kegs.]

MONKEY: Return it! Return it!

[The Five leap forward and douse all the kegs... and are immediately swarmed by a mass army of wolves. Up above, Shen walks casually along the walkway as Po struggles with the bucket and eventually manages to climb back on solid ground.]

SHEN: Are you willing to die to find the truth?

PO: You bet I am... though I'd prefer not to.

[He leaps at Shen, who grabs his foot and flings the panda off the walkway. Po lands hard on the conveyor belt moving fast towards the vat of molten metal. Meanwhile, the outnumbered warriors make their way up the levels, and are set upon by dozens of soldiers.]

MANTIS: We got them! Go!

[Tigress moves on ahead as the others struggle to hold back the soldiers. She split-kicks two wolves before a large gorilla blocks her path, letting out a battle roar. Tigress snarls back and proceeds to battle her enormous foe. Meanwhile, Po is in trouble; the conveyor belt is moving faster than he can run, and he is getting dangerously close to the end of the belt overlooking the vat. Shen casually observes as Po trips on the metal objects. He grabs a tuning fork as he goes screaming over the edge out of sight. Just before he falls into the vat, Po stabs the fork into the bottom of the belt, grabbing a wok to shield himself from the searing heat of the molten metal as he is taken under the belt. Up above, Shen grins with satisfaction, seeing no sign of the panda.]

PO: Looking for me?

[Shen whirls around... but Po is nowhere to be seen. Shen stares, waiting... and Po eventually emerges, riding on the large gear moving the belt.]

PO: Er... I said that too soon, didn't I?

[Po leaps at Shen, who evades and jumps up to a higher walkway. Po tries to follow, but several wolves attack and pile on the panda. Nearby, Tigress spots Po in difficulty while still fighting the gorilla.]


[She kicks an attacking wolf towards the pile up. The wolf flies into the wolves on top of Po and knock them off, freeing him; Po quickly gets up and climbs up the scaffolding after Shen.]

TIGRESS: Po, get away from him!

[The gorilla grabs her from behind. Po reaches Shen's walkway. The peacock attempts to evade again... but Po stops him in his tracks by flinging the fork and pinning his neck to a large wooden box.]

PO: No more running, Shen!

SHEN: So it seems. [He removes the fork and rubs his throat.]

PO: Now... answers!

SHEN: Oh, you want to know so badly? Thinking knowing will heal you, huh? Fill some... crater in your soul. Well here's your answer... your parents didn't love you.

[Po is stricken.]

SHEN: But here... let me heal you.

[Shen leaps backwards on top of the box... which opens up to reveal a cannon three times the size of the original aiming straight at Po. Po gasps, unable to move. Shen grins evilly as he lights the fuse. The dragon shaped-cannon seems to growl as it fires. Po is barely able to place the wok in front of himself before the flaming cannonball hits.]


[Tigress is knocked off her feet as Po flies past her. Down below, the Five look up just in time to see Po being blasted out of the factory. He flies over the city and crashes into the river in the distance...

[At the same time, Shifu is jolted out his meditation as thunder rumbles outside the Dragon Grotto. He topples off the staff, stricken by whatever he has felt. He gets to his feet and gazes at the thunderstorm outside. Something terrible has happened.

[Daybreak. In a forest an unknown distance from the city, an unconscious Po floats down the river, his fur singed from the blast. He comes to a stop at a low bridge. Standing on the bridge is a familiar elderly goat who pokes Po's belly several times with her cane. Some time later, Po is woken by water drops falling on his head, to find himself inside the ruins of a small house, bandaged and covered with acupuncture needles. He spots the Soothsayer sitting in front of a small fire, boiling something inside a pot. He attempts to crawl away on his back silently, wincing as he does so. The Soothsayer raises her head slightly when one of the floorboards creak. Po freezes... then goes limp, playing dead. After a few seconds, Po opens his eyes to find Soothsayer right in his face.]

PO: Ah! [He jumps, then groans in pain. Soothsayer silently holds out a cup of unknown liquid.] Yeah... like you're going to get me to drink daw!

[Soothsayer sticks a needle in his forehead, making his eyes bulge and his mouth pop wide open. She tosses the medicine in his mouth and yanks out the needle, making him swallow. Whatever she gave him makes him gag as she returns to the fire.]

SOOTHSAYER: If I wanted you dead, I would have left you in that river.

PO: Why save me? [He begins removing the needles.]

SOOTHSAYER: So you can fulfill your destiny.

PO: What are you talking about? Where am I? [He notices that they are among the burned remains of a small village.] What is this place?

SOOTHSAYER: I am surprised that you remember so little... but then, you were so little when it happened.

[Po suddenly hears screaming inside his head and cries out in pain. He crawls towards the edge of the house ruin. Soothsayer gazes at him.]

SOOTHSAYER: Perhaps you do remember.

PO: What? It's just a stupid nightmare.

SOOTHSAYER: Nightmare... or memory?

[Po gazes into a puddle just outside the ruin. His reflection changes into that of an infant panda laughing happily at his older self. Po looks up as another flashback takes over... this time, he sees a 2D animated village full of pandas happily living their lives. Panda children rush by flying kites as farmers work in the fields. Po's parents wave sweetly as baby Po climbs down the stairs outside his house, clutching a tiny panda doll. Adult Po staggers out the ruin as his memories return to him.]

SOOTHSAYER: This was a thriving village. Young Shen was in line to rule Gongmen City... but he wanted more. I foretold that someone would stand in his way... a panda. But I never could have foretold what came next...

[Po is struck by another vision... It is night, and the entire village is in flames. The villages run for their lives as Shen and his wolves begin their assault. In the midst of the massacre, baby Po sits outside his hut whimpering in fear, while clutching his doll. In the flames, he spots Shen and two wolves a short distance away. Shen notices the child.]

SHEN: Get them all!

[The two wolves, one of which is recognized as Boss Wolf, leap at baby Po, jaws open wide. The child's eyes widen with terror... a male panda very similar to the panda from Po's nightmare leaps in front of Baby Po, armed with a rake. With a powerful swing, he strikes Boss Wolf directly in the eye and sends him and his comrade flying backward. They fall past Shen, who stares in astonishment at the panda.]

LI SHAN: Take our son... and run away! Go!

[Po's mother grabs her son and flees. Baby Po loses his grip on the doll, and it bounces on the ground before being buried in flaming debris...

In the present, adult Po reaches beneath an old piece of wood and finds his long lost toy. He stares at it before the visions strike again... once again, he sees his mother running away from her child... he stops, the memory now too painful to remember.]

SOOTHSAYER: Stop fighting... let it flow...

[Po slowly relaxes... he sets downs his old toy... he looks up at the rain falling down on his head then closes his eyes... he begins performing tai chi movements... he lifts his paw to catch a single raindrop as...

Po's mother frantically runs into a forest quite like the one from Po's nightmare, all the other pandas either fleeing elsewhere or dead. In her arms, baby Po gazes ahead as Boss Wolf, his left eye now damaged, pursues them on all fours...

His eyes still shut, Po moves the drop from one paw to another. It doesn't break...

Po's mother dodges Boss Wolf as he lunges and falls into the snow. She quickly turns and runs deeper into the forests as more wolves give chase...

Adult Po continues to move the drop without breaking it...

Po's mother rushes down a deep snow embankment, eluding the wolves for now. She stops in front of a cart full of vegetable crates... and the scene switches to 3D as she places baby Po inside a crate full of radishes.

Adult Po's eyes snap open.

Po's mother begins to leave, just like in previous visions... only this time, when baby Po begins to cry, she seems to change her mind, taking her son's little paws into her own, comforting him. Baby Po makes a "Ma!" sound as his mother kisses him on the forehead and clutches his paws tightly. His mother gazes lovingly at her child as he giggles... and then with tears in her eyes, she moves away, rushing back up the snowy hill. As her son watches, crying, she reaches the top of the hill, waves at someone off-screen, and runs out of sight. Several wolves and Shen himself take off after her, not noticing baby Po as he is left alone in the radish basket...

Adult Po deposits the rain drop onto a small plant in the grass. He slowly falls into a sitting position, completely gutted. Soothsayer approaches as he fights back tears.]

SOOTHSAYER: Your story may not have such a happy beginning... but that does not make you who you are. It is the rest of your story... who you choose to be...

[At this, Po looks up. His expression slowly changes as a new wave of memories floods over him... this time, he remembers his infant self tumbling out of the basket at a younger Mr. Ping's feet... Oogway choosing him as the Dragon Warrior years later... his first day in the Jade Palace... meeting Shifu and the Furious Five... training under Shifu... reading the Dragon Scroll and understanding its meaning... defeating Tai Lung... Tigress bowing to him along with the Five, smiling at him for the first time... Tigress hugging him inside Gongmen Jail... a younger Mr. Ping gazing lovingly down at baby Po as he whimpers beneath the wok on his head... Mr. Ping feeding baby Po on his makeshift crib...]

SOOTHSAYER: So... who are you, panda?

[Po slowly gets to his feet. His eyes narrow as he is filled with a new determination.]

PO: I am Po... and I'm gonna need a hat.

[Fade to a black screen. A red torch suddenly looms onscreen, illuminating an unconscious Furious Five wrapped together in chains. The bright light revives them. Tigress blinks, then glares furiously at something off-screen. We see that it is Lord Shen and Boss Wolf (the one holding the torch). We also see that they are in a large boat somewhere in the city.]

SHEN: Such sad, sad faces... but now is a time only for joy. [He approaches the Five and leans in closely to Tigress' ear.] You are going to be part of something beautiful. [He leans back and gazes at Tigress- she snarls menacingly.] Once we reach the harbor... in front of all the world... you and your precious kung fu will die... [He turns away from them.] and all of China will know to bow before me. SET SAIL!

[The Five are hoisted up high above the ship. Cut to an interior room, where some young children are enjoying a puppet show. Suddenly the paper screen is tinted red, and a large black shape slides above the little puppets. The children cower in fear, and on the other side of the screen, the pig holding the puppets looks behind him and is equally terrified. In another room, some rabbits are playing when they spot a large dragon head figure moving past their window. Elsewhere, a sheep is distracted from watering her plant pit by a mast bumping into the sign outside her window. The citizens all look outside to see...

[A huge armada of ships sliding slowly down the canal, filled with wolf soldiers and cannons. In a ship twice as large as the others, Lord Shen stands on a podium above his largest cannon. Farther up the line of ships, The Five hang suspended above the wolves, silent and depressed as they await death.]

MANTIS: [In a small cage.] Honestly... I never thought I'd die like this. I always thought I'd meet a nice girl... and settle down... and then she'd eat my head. So sad...

MONKEY: We cannot give up hope! Po would want us to remain strong, hardcore. Right... Tigress?

[He looks up at her... and sees her grief-stricken expression. Some distance in front of the armada, several citizens watch the scene from a small bridge stretching across the canal. Boss Wolf turns to Shen.]

BOSS WOLF: Sir, what about the bridge?

SHEN: Nothing stands in my way...

[A cannon at the front of the line is aimed towards the bridge. The citizens realize what is about to happen and flee for their lives.]

SHEN: Fire!

[The cannon is fired. The citizens barely manage to clear the bridge before it is completely obliterated. They dodge falling debris as they run. The Five are horrified by this act.]


[Shen ignores her. Tigress stares at the scene, glances up... and spots a shape standing on a high roof, illuminated by the moonlight. A familiar, round, black and white shape wearing a cone shaped hat... Tigress can't believe it...]


[A very alive Po looks down at the armada as it travels through the canal. Tigress's face lifts as her friends also spot Po.]


[The citizens come out of hiding as Po's return becomes known to everyone present, soldiers included. Shen glares up at the panda, astounded and furious.]

SHEN: How many times do I have to kill the same stinking panda?!

[Up on the roof, Po nervously looks down at the massive army below. Then he sees his friends, trussed up and staring at him in pure amazement, and anger fills him.]

PO: Shen! A panda stands between you, and your...

[Cut to Shen's perspective. The panda in the distance can barely be heard saying 'destiny'!.]

SHEN: What?!

[Cut to Po.]

PO: Prepare yourself for a hot...

[Cut back to Shen- Po can barely be heard saying 'serving of justice! Your reign of terror comes to an end!' Boss Wolf looks at Shen, confused.]

SHEN: What?

PO: And now... free the Five! [Po whips off his hat.] Disk of Destruction!

[Zoom in on his target- one of the chains holding up the Five. Po flings the hat like a frisbee... and it flies several feet before bouncing off the rooftops and hitting someone off-screen below. The Five stare at Po.]

PO: Oh...

[Embarrassed, Po turns away and hides his face with his paw. Cut to a very perplexed Shen.]

SHEN: Okay... take aim!

[The wolves on one of the frontal ships adjust their cannon in Po's direction... the Five look on in fear... Po is rooted to the spot, thinking quickly...]

SHEN: Ready...

[And just as the wolves are about to fire, the panda leaps from the roof and begins quickly scaling down. The wolves work to adjust the cannon. Po continues to climb down towards the street and the wolves keep having to adjust. Shen, the Five and the army watch Po's every move as he continues to evade the cannon's line of fire.]

SHEN: Just get him!

[No matter how many times they adjust the cannon, the wolves are unable to keep up with Po's evasive maneuvers. Po reaches the street, avoids the cannon once again... and leaps on one of the boats, right between two cannons. Both cannons are aimed at the panda in seconds. One of the fuses is lit...]

WOLVES: No, no! Don't shoot!

[The wolves at the opposite cannon panic- the lit cannon is aimed in their direction. The wolf who lit the fuse desperately tries to put it out. Po laughs as he realizes his advantage, and begins his assault on the armada.]

BOSS WOLF: Don't shoot! Crossfire!

SHEN: Attack!

[Po is immediately set upon by dozens of wolves as he makes his way towards the bound Five, who cheer him on in encouragement. Po is heavily outnumbered, but manages to grab an axe and flings it towards his friends just before a large group of soldiers leap on him.]

PO: Catch of Freedom!

TIGRESS: Monkey!

[Monkey grabs the flying axe, swings it behind him and destroys the chains holding the Five. The warriors swing free, and fling the wolves away just as Po is overwhelmed.]

TIGRESS: Impressive, Dragon Warrior! What's your plan?

PO: Step one, free the Five!

VIPER: What's step two?

PO: Honestly, I never thought I'd get this far.


PO: Er... stop Shen before he reaches the harbor!

[And at that, Po and the Furious Five leap into the approaching wolves and a tremendous battle begins. In the midst of the fight, Po grabs a wolf and slams his head on the floor, knocking him out.]

PO: Viper, Puppet of Death!

[He flings the unconscious wolf in Viper's direction- she catches and wraps around his torso in midair.]

VIPER: Tigress!

[Tigress catches Viper and the wolf on her back. She begins traveling through the mass army on all fours, as Viper manipulates the sword-wielding arms and uses them against their enemies. As Po is fighting, the wolves approaching his back are suddenly taken out by none other than Master Storming Ox himself. Po spins around and is overjoyed.]

PO: Master Ox!

[Master Croc suddenly leaps out of the river and split-kicks two wolves (CROC: Chum!), landing beside Ox in the same position (CROC: Bah!).]

PO: And Croc!

CROC: Vengeance is served!

PO: But why did you...

OX: Your friend there is very persuasive...

[The two masters look behind them, and we see a mysterious force rapidly approaching, flinging wolves into the air with no effort at all. The figure leaps into view... and we see that it is Master Shifu. Now shown without his green shawl, he kicks away several wolves in midair, and lands perfectly on Oogway's staff.]

PO: Master Shifu!

[Shifu swiftly dispatches the wolves surrounding his fellow warriors.]

SHIFU: Quickly! Use their boats to block the way!

[The warriors move into action. Tigress kicks over a cannon, which topples onto the bow of the boat and sinks it, flipping the stern upwards. Tigress balances on the stern as it lurches forward towards the bridge above the harbor gate, and steps off nimbly as the boat comes to rest, partially blocking the gate. Meanwhile, Po gets in between two boats, grabs a pair of ropes and strains as he pulls them in, causing the boats to lean in towards each other.]

PO: Crane!

[Crane flies into the air behind the boats' sails.]

CRANE: Wings of Justice! KA-KAW!

[With his wings, Crane sends a powerful gust of wind into the sails. Po laughs as he and the boats are propelled forward, colliding with the upturned boat and sliding up slightly, blocking the harbor gate completely. Shen looks on, stunned. The wolves begin scrambling up the pile of boats... just as all nine warriors leap off the top in an explosion of light and sparks. In midair, Po glances at the warriors on both sides...]

PO: [In slow-motion] I LOVE YOU GUUUUUYS!

[Po, Shifu, the Furious Five, Ox and Croc begin their final assault on the army. Fighting as a team, they make their way through the wolves, and towards Shen's own boat.]

SHEN: Why aren't we firing?!

BOSS WOLF: They're taking out our gunners, sir! They're getting close!

[As Po fights through the wolves, he and Shen briefly lock eyes. Shen's face contorts.]

SHEN: Fire! Fire at them!

[Holding the torch, Boss Wolf hesitates as he stares at the battle before him.]

BOSS WOLF: But sir, we'll kill our own!


[Po and the warriors are getting closer to the boat. Boss Wolf turns to Shen... and flings down the torch.]


[Shen gives him one look before sending a knife into the wolf's chest. As Boss Wolf falls from view, Shen leaps onto his large cannon and directs it towards the warriors, just as they reach the front of the boat. Po freezes, realizing that the cannon is aimed directly at him. Shen grins evilly... lights the fuse with his metal talons...]


[Tigress shoves Po out the way as... KABOOM! A tremendous explosion rips through the boats as the kung fu warriors are blasted away. The blockage covering the harbor gate is completely destroyed. The warriors, along with tons of debris, splash into the harbor. After a few seconds, Po surfaces and grabs onto a piece of driftwood, as the remains of Shen's armada sail through the gate and line up at the front of the harbor. Breathing hard, Po slowly gazes at the destruction round him. He sees Shifu floating on a crate near the ships, looking defeated. The two gaze at each other for a moment. Po sees Ox, Croc and Crane lying exhausted on a large piece of driftwood in another area of the harbor. Then he sees Tigress, lying motionless on another piece of driftwood... Po swims over to her and gently takes her limp paw.]

PO: Tigress...

[After a moment, Tigress slowly lifts her head. Po and Tigress gaze at each others for a few seconds... and she lowers it again, breathing heavily. Po looks up and sees Shen's gloating smile from his ship. Po gives him a long, burning glare. He then looks at Tigress once more before gently pushing her away and swimming off towards the center of the harbor. As he swims away, Tigress feebly stretches her arm out in his direction. Shen laughs as Po reaches an upturned boat and slowly climbs on. He turns and faces the entire fleet. Shen looks on as Po closes his eyes...]

SHEN: As you wish... [To his soldiers] Let's finish this.

[Tigress and Shifu look on sorrowfully as every single cannon is aimed directly at Po. Meanwhile, with his eyes still shut, Po begins making tai chi movements... Shifu notices... The wolves hold their torches above the fuses, ready to fire... Po stops in the position made just before the catching of the water drop, opens his eyes, and waits...]

SHEN: Fire!

[One of the cannons is fired. Po closes his eyes as the cannonball rapidly approaches. In his mind, the cannonball briefly takes the image of a rain drop. The words 'inner peace' echo in his mind as Po closes his eyes again... the cannonball is seconds from hitting the panda when he suddenly reaches out and catches the cannonball... redirecting it away from him. Shen and Shifu stare in pure astonishment as their eyes track the cannonball's flight into the water surrounding Po. An astounded Tigress lifts her head higher. Po grins and lifts his paw... and realizes that it's on fire.]

PO: Wah! Waaaaaaah!

[Po dances on the spot, waving his paw in a vain attempt to put out the fire. He stops, and stuffs it in his mouth. Meanwhile, Shen recovers from his shock, becoming determined.]

SHEN: Again!

[Another cannon is fired. Po takes his paw out his mouth and readies himself. He grabs the cannonball just like before, fumbles and juggles it, and accidentally tosses it high above his head. It lands in the water near the ships. The wolves are terrified. Po yells in triumph, then quickly sidesteps to the right, another cannonball barely missing him.]

SHEN: Kill him! Somebody kill him!

[They keep firing. Po redirects another cannonball and dodges two more. The cannons continue to fire, but Po is now redirecting every single one. At the edge of the city, the citizens look on in awe. Shen looks on in horror as Po begins redirecting the cannonballs toward his own fleet. Ships are destroyed on both sides of him.]

SHEN: What?! No!

[Tigress watches as Po redirects another cannonball before giving Shen a 'you're next!' look. Shen's eyes narrow. Po readies himself.]

SHEN: Keep firing! KEEP FIRING!

[A gorilla lights the fuse on Shen's own cannon. A large cannonball explodes out the mouth and soars directly towards Po. Po grabs this ball... and yells as the momentum pushes him and the upturned boat backwards several feet. The ball spins in his paws and Po spins into the air, taking a spiral of water up with him. He lands back on the boat, and begins spinning round and round in a full circle... briefly morphing into a fiery Yin Yang symbol almost exactly like Soothsayer's vision. Shen is stunned at the sight. Po reverts to normal, swings his arm forward...]

PO: Skadoosh!

[... and launches the cannonball straight at Shen's own ship. Shen braces himself as the cannonball strikes, obscuring the screen in fire and smoke.

[When the smoke clears, early morning has arrived. On the deck of his destroyed ship, a disheveled Shen coughs as he regains consciousness. He looks up at his destroyed cannon, tilted high in the air, held up by several ropes. He turns his head to see his ruined fleet on both sides of the ship. Shen is in disbelief.]

SHEN: H-how did you... [He turns his head slightly- Po is standing a couple of feet behind him.] How did you do it?

[Po shrugs.]

PO: You know, you just gotta keep your elbows up and keep the shoulders loose...

SHEN: Not that! How did you find peace? I took away your parents! Everything! I-- I scarred you for life.

PO: See, that's the thing, Shen... scars heal.

SHEN: No, they don't... wounds heal.

PO: Oh yeah. What do scars do? They fade, I guess...

SHEN: I don't care what scars do.

PO: You should, Shen. You gotta let go of that stuff from the past 'cause it just doesn't matter. The only thing that matters is what you choose to be now.

[Shen's eyes widen.]

SHEN: You're right... then I choose THIS!

[He pulls out some blades and lunges furiously at Po. The panda barely manages to dodge and is soon on the defensive as the two fight once more. Shen swings furiously, catching Po's face and slicing off some facial fur. The peacock flings the last of his knives, which are caught in the piece of driftwood Po manages to shield himself with. Shen grabs his lance and continues his assault. Po and Shen continue to fight, Po evading Shen's attacks which unknown to them both are cutting through the ropes holding up the ruined cannon. The cannon eventually begins to topple. Po sees the coming danger and runs for the ship's bow. Shen looks up, sees the cannon... and closes his eyes as his creation crashes down on himself and the ship and explodes, sending a screaming Po flying into the water.

[Holding onto some driftwood, Po's friends look on in shock, while the citizens watch nervously. A moment passes... then Po surfaces some distance from the destroyed ship, latching on to a piece of wood. The crowd cheers. Po glances at the ship.]

PO: Whew...

[He looks up at the dock he surfaced next to... and sees a smiling Tigress silently offering her paw. Po looks at her for a moment before taking it, allowing her to pull him up on the dock.]

TIGRESS: That... was pretty hardcore.

[Po smiles at Tigress... and then shocks her with a hug. The other masters stare in astonishment... Crane drops his beak... Po notices them staring and releases his friend. Tigress is still frozen in shock as the other members of the Five leap on Po and embrace him.]

CRANE: Don't ever do that again, please!

[Shifu steps forward, grinning.]

SHIFU: It seems that you have found inner peace... [He frowns.] And at such a young age.

PO: Well, I had a pretty good teacher.

[He grabs Shifu and pulls him into the group hug... and is surprised when his master disappears from his arms. He looks back and sees Shifu standing on a pole poking out of the water. At that moment, a shower of sparks erupts from the remains of Shen's ship, and fireworks shoot into the sky. A smiling Tigress puts her paw on Po's shoulder as the masters watch the show. Amongst the cheering citizens, the Soothsayer smiles happily as she watches the fireworks. A yin yang symbol flashes amongst the display.]

[The screen then fades to Mr. Ping's noodle shop. Inside, a mother pig confronts the goose as her young son sniffles on the verge of tears.]

MOTHER PIG: What do you mean he's not here?! It's my son's birthday! All he wanted was to meet the Dragon Warrior!

MR. PING: How about some tofu birthday cake, instead?

MOTHER PIG: You know what... we'll try again some other time. When do you think he'll be back?

[The words break Mr. Ping's heart. Before they know it, he's in tears.]

MR. PING: I don't know, okay, I DON'T KNOW! Maybe never! I mean, I worry, okay, I'm his dad... or at least I was his dad... [He flings himself across the table.] Why did he have to go and save China... I know why, but why? [He sniffs.] My little panda...

[Suddenly, the pig child begins laughing happily at something behind Mr. Ping. The goose gets up, turns around... and is overjoyed to see his son standing just inside the entrance to the shop, holding two radish baskets. Mr. Ping yells in delight and rushes to his son, giving him a huge hug. After a moment, Mr. Ping slides back down and looks up at Po.]

MR. PING: So how did it go? Did you save China?

PO: Yep.

MR. PING: I knew you would... that's why I had these new posters made... [He pulls out a poster of Po.] 'My son saved China. You too can save, buy one dumpling get one free'!

PO: Hey, that's a pretty good deal. But first... [He sets down the baskets.] there's something I should tell you.

[Mr. Ping gulps.]

PO: While I was gone... I found the village where I was born... I found out how I ended up in that radish basket.

MR. PING: You did?

PO: I know who I am.

MR. PING: [Barely speaking.] You do?

[A beat...]

PO: ...I'm your son.

[The two embrace lovingly.]

PO: I love you dad.

MR. PING: I love you too, son.

[They continue to embrace... and then Mr. Ping leaps out of Po's arms and examines the radish crates.]

MR. PING: Ahhh! Delicious, fat radishes! [He picks up one of the baskets and begins to take it to the kitchen.] You're probably hungry, let me make you something to eat!

PO: What are you talking about? I'll cook! [He picks up the other basket and follows, patting the pig child on the head as he passes.]

MR. PING: No, I'll cook.

PO: Dad...

MR. PING: It's the least I can do, you saved China.

PO: It's the least I can do, you raised me.

[As he says this, he pulls his childhood toy from the basket and balances it on top.]

MR. PING: Po...

PO: Dad...

MR. PING: Po...

PO: Okay, lets both cook together.

MR. PING: Together... no, I'll cook!

[They laugh as they step inside the kitchen. The camera zooms out the restaurant, above the village, over the Valley of Peace, and then swiftly zooms across the landscape, stopping in the mountains far away from the valley. In a little shrine-like structure, a circular shape enshrouded in a green robe sits. The shape suddenly stands up, and is revealed to be a male panda.]

LI SHAN: My son is alive...

[He steps out of the shrine and looks down upon a small farming village, which is populated by pandas just like himself. The pandas below catch his gaze.]

The End.
Community content is available under CC-BY-SA unless otherwise noted.

Fandom may earn an affiliate commission on sales made from links on this page.

Stream the best stories.

Fandom may earn an affiliate commission on sales made from links on this page.

Get Disney+