Kung Fu Panda (Script)

FINAL DRAFT
June 3, 2008

1.

EXT. VALLEY -- DAY

A MYSTERIOUS WARRIOR treks across the rugged landscape.

NARRATOR (V.O.)
Legend tells of a legendary warrior whose Kung Fu skills were the stuff of legend.The warrior, his identity hidden beneath his flowing robe and
wide-brimmed hat, gnaws on a staff of bamboo.

NARRATOR (V.O.) (CONT'D)
He traveled the land in search of worthy foes.CUT TO:

INT. BAR

The warrior sits at a table drinking tea and gnawing on his
bamboo. The door BLASTS open. The MANCHU GANG rushes in and surrounds him.

GANG BOSS
(to warrior)
I see you like to CHEW! (beat) Maybe you should chew on my FIST!!

The Boss punches the table.

NARRATOR (V.O.)
The warrior said nothing for his
mouth was full. Then, he swallowed.

He swallows.

NARRATOR (V.O.) (CONT'D)
And then, he spoke.

WARRIOR
(dubbed hero voice)
Enough talk. Let's FIGHT!
SHASHABOOEY!

WHAM! The warrior delivers a punch and the whole gang goes
flying.

NARRATOR (V.O.)
He was so deadly in fact that his
enemies would go blind from
overexposure to pure awesomeness.

2.

The gang members blindly flail about.

NINJA CAT
MY EYES!

GATOR
HE'S TOO AWESOME!

ONLOOKERS swoon.

SMITTEN BUNNY
And ATTRACTIVE!

GRATEFUL BUNNY
How can we repay you??

WARRIOR
There is no charge for awesomeness,
or attractiveness.

ONE HUNDRED ASSASSINS appear and surround the warrior.

CUT TO:

EXT. BAR - CONTINUOUS

The entire bar swells, packed to the rafters with ninjas.

WARRIOR
KABLOOEY!

CUT TO:

EXT. BAR - CONTINUOUS

The roof EXPLODES and a cloud of ninjas erupts into the sky.
Like a tornado, the warrior spins and knocks them all down.

NARRATOR (V.O.)
It mattered not how many foes he
faced. They were no match for his
bodacity.

The warrior beats up a thousand ninjas, delivering his final
blow while doing a split between two trees.

The warrior stands amongst a field of vanquished foes as god-
rays shine down upon him.

NARRATOR (V.O.) (CONT'D)
Never before had a panda been so
feared... and so loved.
(MORE)

3.
NARRATOR (V.O.) (CONT'D)
Even the most heroic heroes in all
of China, the Furious Five, bowed
in respect to this great master.

MONKEY
We should hang out.

WARRIOR
Agreed.

As the Five salute the warrior, he turns to see more bandits
approaching. The Five strike an attack pose. The warrior
brandishes a shiny green sword and leaps off the mountain
into the sea of bandits.

NARRATOR (V.O.)
But hanging out would have to wait.
`Cause when you're facing the ten
thousand demons of Demon Mountain,
there's only one thing that
matters. And that's--

In mid air, the Five talk to the warrior in a strange voice.

MONKEY
Po! Get up!

TIGRESS
You'll be late for work!

PO
Whu?

INT. PO'S ROOM - DAY

Po lands hard on the floor. He tries to clear his head and
wake up.

PO'S DAD (O.S.)
Po! Get up!

We see his room is filled with various kung fu posters
(including a poster featuring all of the Five) and souvenirs,
and a wooden version of the Sword of Heroes (the green
sword).

Po SIGHS.

He attempts to kick himself to his feet but alas, his belly
is too worthy a foe.

PO'S DAD (O.S.) (CONT'D)
Po! What are you doing up there?

4.

PO
Uh, nothing!

Po hops to his feet, imitating his Kung Fu action figures.

PO (CONT'D)
Monkey! Mantis! Crane! Viper!
Tigress! Rowrrrr...

OUTSIDE on the balcony of the neighboring house, a pig
watering flowers stares at Po. Po tries to play it cool and
then quickly ducks out of sight.

PO'S DAD (O.S.)
Po! Let's go! You're late for work!

PO
Coming!

He takes a ninja star from his floor and chucks it at the
wall. It bounces off.

He throws the star again, but it bounces off again. He picks
it up and heads downstairs. He trips and falls the rest of
the way.

INT. KITCHEN - DAY

Po falls flat on his face on the kitchen floor. A panda-
shaped shadow looms over Po.

PO
Sorry, Dad.

PO'S DAD
Sorry doesn't make the noodles.

Reveal that the shadow is actually caused by a basket being
carried by a small DUCK. This is PO'S DAD. Po gets to work,
which is not easy since the kitchen's not really made for a
panda his size.

PO'S DAD (CONT'D)
What were you doing up there? All
that noise.

PO
Oh, nothing. Just had a crazy
dream.

He gets back to work.

5.

PO'S DAD
About what?

PO
Huh?

PO'S DAD
The dream. What were you dreaming
about?

PO
What was I... eh, I was dreaming
about uh... heh...

Push in on Po -- is he going to admit his dream? He hides his
throwing star behind his back.

PO (CONT'D)
Noodles.

THOK. Dad stops chopping vegetables.

PO'S DAD
Noodles. You were really dreaming
about noodles?

PO
Uh, yeah. What else would I be
dreaming about?

Po hands a noodle bowl to a customer, then realizes his
throwing star is sitting in it.

PO (CONT'D)
(to customer)
Careful, that soup is... sharp!

PO'S DAD
Oh, happy day! My son, finally
having the noodle dream!

He throws his arms around Po.

PO'S DAD (CONT'D)
You don't know how long I have been
waiting for this moment.

When Dad pulls out of the hug, Po is now wearing a noodle
apron.

PO'S DAD (CONT'D)
This is a sign, Po!

6.

Po looks at the apron nervously -- what has he gotten himself
into?

PO
Uh...a sign of what?

PO'S DAD
You are almost ready to be
entrusted with the secret
ingredient of my "Secret Ingredient
Soup." And then you will fulfill
your destiny and take over the
restaurant, just as I took it over
from my father, who took it over
from his father, who won it from a
friend in a game of mahjong.

PO
Dad Dad Dad, it was just a dream.

PO'S DAD
No, it was the dream. We are noodle
folk. Broth runs through our veins.

PO
But Dad, didn't you ever, I dunno,
want to do something else?
Something besides noodles?

PO'S DAD
Actually...

Po looks surprised.

PO'S DAD (CONT'D)
When I was young and crazy...

Dad gets a wistful look in his eyes.

PO'S DAD (CONT'D)
I thought about running away and
learning how to make tofu.

PO
So why didn't you?!

PO'S DAD
Oh, because it was a stupid dream.
Can you imagine, me making tofu?
(laughs at the thought)
No. We all have our place in this
world. Mine is here. And yours is--

7.

PO
I know. Is here.

PO'S DAD
No, it's at tables two, five,
seven, and twelve.

He loads Po's arms with bowls of soup.

PO'S DAD (CONT'D)
Service with a smile!

A GONG sounds in the distance. Po looks out the window at the
distant JADE PALACE.

EXT. JADE PALACE - DAY

SLAM ZOOM in towards Palace.

End next to palace on an old red panda (SHIFU) playing a
FLUTE. He is surrounded by the bushes and trees that nestle
between the Palace buildings.

Wider: We dolly around from behind the bushes. Stealthy dark
shapes move in the foreground.

Back on Shifu, still playing. He seems oblivious.

Five figures explode from the undergrowth simultaneously,
diving on Shifu.

Shifu moves like lightning - the flute now wielded like a
staff - he deflects, blocks, dodges, parries - the attackers
go flying -

They roll and pick themselves up, turning to face Shifu, who
is now standing - poised - ready for their next move.

SHIFU
Well done, students... if you were
trying to disappoint me.

He uses his flute to correct the Five's technique.

SHIFU (CONT'D)
Tigress, you need more ferocity.
Monkey, greater speed.

Each of the Five bows respectfully as their name is
mentioned.

8.

SHIFU (CONT'D)
Crane - height. Viper - subtlety.
Mantis--

Shifu suddenly points the flute at a scared PALACE GOOSE.

ZENG
Master Shifu!

SHIFU
(impatiently)
What?!

ZENG
(startled)
Aah! It's Master Oogway. He wants
to see you.

Shifu looks up, concerned.

INT. HALLWAY

Shifu strides purposefully down the hallway, which is lined
with palace geese.

INT. SCROLL ROOM - DAY

Candles, incense, and smoke fill the room. The door bursts
open, the candles flicker. Shifu enters.

SHIFU
Master Oogway? You summoned me.

He bows. Then looks up without unbowing.

SHIFU (CONT'D)
Is something wrong?

Reveal Master Oogway... a wise, old tortoise.

OOGWAY
Why must something be wrong for me
to want to see my old friend?

SHIFU
So... nothing's wrong?

OOGWAY
Well, I didn't say that.

Shifu looks up, concerned. Oogway opens his mouth... and
blows out a candle. And another candle. And another.

9.

Finally, Shifu uses his Kung Fu to blow them all out. Oogway
smiles knowingly.

SHIFU
You were saying?

OOGWAY
I have had a vision... Tai Lung
will return.

Shifu looks stricken.

FLASHBACK - INT. SCROLL ROOM

Quick, impressionistic images of Shifu battling a large,
shadowy figure (Tai Lung).

PRESENT - INT. SCROLL ROOM

Shifu is rattled. He looks at the claw marks that still scar
the wall and quickly looks away. But he regains his
composure.

SHIFU
That is impossible. He is in
prison.

OOGWAY
Nothing is impossible.

Shifu makes a split decision.

SHIFU
Zeng!

He comes flying in. Shifu gets in his face.

SHIFU (CONT'D)
Fly to Chogun Prison and tell them
to double the guards, double their
weapons. Double everything! Tai
Lung does not leave that prison!

ZENG
Yes, Master Shifu.

The goose flies off, but... SMACK! He hits a column. Then he
is off. Back on Oogway, as he walks toward camera, away from
Shifu.

10.

OOGWAY
One often meets his destiny on the
road he takes to avoid it.

SHIFU
We have to do something. We can't
just let him march on the valley,
and take his revenge! He'll, he'll--

Oogway looks into the water of the moon pool.

OOGWAY
Your mind is like this water, my
friend. When it is agitated, it
becomes difficult to see. But if
you allow it to settle, the answer
becomes clear.

Shifu and Oogway stare into the pool. Oogway settles the
water, revealing the reflection of an intricately carved
dragon clutching a SCROLL in its mouth.

SHIFU
The Dragon Scroll...

OOGWAY
It is time.

SHIFU
But who? Who is worthy to be
trusted with the secret to
limitless power? To become...the
Dragon Warrior?!

Dramatic music as we push in on Oogway's face. Then...

OOGWAY
I don't know.

INT. NOODLE SHOP - DAY

Po is serving customers, but has trouble squeezing between
tables.

PO
Oop...sorry.

ANGRY PATRON
Hey! Watch it, Po!

PO
Sorry. Suck it up.

11.

He sucks his belly in, but this causes his butt to interfere
with a bunny family's meal.

DISGUSTED PATRON
Ugh!

PO
Oop! Sorry! A thousand pardons.

A couple palace geese put up a poster on the wall and a
palace pig hits a tiny gong. This gets Po's attention. He
rushes up to the poster.

PO (CONT'D)
What?! Master Oogway's choosing the
Dragon Warrior! Today!

Customers jump up excitedly.

PO (CONT'D)
Everyone! Everyone! Go! Get to the
Jade Palace!

Po urges the villagers out the restaurant.

PO (CONT'D)
One of the Five is gonna get the
Dragon Scroll!

Customers rush to finish their food.

PO (CONT'D)
We've been waiting a thousand years
for this! Just take the bowl!

Other customers are finishing their soup.

One old lady customer slowly counts out coins and puts them
on the table.

PO (CONT'D)
This is the greatest day in Kung Fu
history! Don't worry about it, just
go!

He starts to run.

PO'S DAD
Po! Where are you going?

Po stops dead in his tracks, busted.

PO
To the...Jade Palace?

12.

PO'S DAD
But you're forgetting your noodle
cart! The whole valley will be
there, and you'll sell noodles to
all of them.

PO
Selling noodles? But Dad, you know,
I was kinda thinking maybe I...

PO'S DAD
Yeah?

PO
I was kinda thinking maybe I...

PO'S DAD
Uh huh?

Po wants to say something to his dad, but he loses his nerve.

PO
...Could also sell the bean buns.
They are about to go bad.

PO'S DAD
That's my boy! I told you that
dream was a sign!

PO
Yeah, ha ha, glad I had it.

EXT. VALLEY SQUARE - DAY

Throngs of Villagers are streaming into the arena. A couple
BUNNY KIDS run by.

BUNNY FAN #1
Yippee!

BUNNY FAN #2
I'm a Kung Fu warrior!

BUNNY FAN #1
Me too!

Where's Po?

PAN DOWN a long, long, long, long flight of stairs. Po stands
at the bottom with his noodle cart, looking up at the
daunting task before him.

Po struggles to pull his noodle cart up the stairs.

13.

The sun beats down on Po, but he presses forward. Climbing.
Climbing.

DISSOLVE TO:

EXT. VALLEY SQUARE - LATER

Po is still struggling up the stairs.

PO
Come on! Come on, ya-- Almost
there...

He stops, flopping onto his back to catch his breath.

WIDEN TO REVEAL he's only made it up seven steps.

PO (CONT'D)
What? No! Oh No!

Two Pigs pass by.

KG SHAW
Sorry, Po.

JR SHAW
We'll bring you back a souvenir.

Po watches as they run up the stairs. His eyes narrow. This
is his heroic moment.

PO
No. I'll bring me back a souvenir.

Po tosses off his hat and apron and begins his ascent up the
stairs.

EXT. JADE PALACE - ARENA PLATFORM

Oogway reaches the bottom of the palace stairs and a Palace
Pig bangs a gong.

SHIFU
It is an historic day, isn't it,
Master Oogway?

OOGWAY
Yes, and one I feared I would not
live to see. Are your students
ready?

14.

SHIFU
Yes, Master Oogway.

OOGWAY
Now know this, old friend. Whomever
I choose will not only bring peace
to the Valley, but also to you.

As Shifu contemplates what this could mean, Oogway starts
walking off. Shifu quickly joins Oogway as they head towards
the roaring crowd below. The pig bangs the gong.

ANNOUNCER
Let the tournament begin!

EXT. VALLEY SQUARE - DAY

Throngs of Villagers are streaming into the arena.

EXT. TOP OF STAIRS - DAY

Po gasps for air as he hoists himself over the last step,
laughing victoriously.

PO
(out of breath)
Yeah!

The doors to the palace arena begin to close.

PO (CONT'D)
Oh no! No no no! Wait! I'm coming!

Po runs to the entrance and proceeds to bang on the door.

PO (CONT'D)
Hey! Open the door!

DRUMS inside drown out Po's pounding. He yells.

PO (CONT'D)
Let me in!

Inside, spectators' screams drown out Po's yelling.

Po panics for a beat and then finds a window. He jumps and
weakly struggles to pull himself up.

Po struggles to peek through the window.

15.

INT. PALACE ARENA - CONTINUOUS

SHIFU
Citizens of the Valley of Peace! It
is my great honor to present to
you... Tigress! Viper! Crane!
Monkey! Mantis! The Furious Five!

The Five jump into the middle of the ring.

PO
The Furious Five!

Po manages a brief glimpse of the Five before a gust of wind
knocks Po to the ground and shuts the window.

SHIFU
Warriors prepare!

Po runs over to a crack in the wall.

PO
Peeky-hole!

SHIFU
Ready for battle!

Inside the arena, Po catches a glimpse of Crane as he spreads
his wings.

PO
Yeah! Woo! The Thousand Tongues of
Fire!

One of the spectators walks in front of Po, cutting off his
view.

PIG FAN
Whoa! Look at that.

PO
Hey, get out of the way!

Po backs up to get a better look at Crane in the sky and
accidentally falls down the stairs.

Po climbs back up and drops his head -- he missed it.

MONTAGE:

Po tries karate chopping the door open...to no avail. He
slumps to the ground.

16.

PO (CONT'D)
Ow...

Po attempts a pole vault, but falls on his back. The pole
whips around and hits him into the arena wall.

Po rigs a catapult, only to get clobbered by it. The crowd
CHEERS.

Po sits atop the stairs. Alone.

SHIFU
And finally...Master Tigress!

Po snaps to attention.

Po pulls on a rope tied to a tree.

SHIFU (O.S.) (CONT'D)
And believe me citizens, you have
not seen anything yet!

PO
I KNOW!!

SHIFU (O.S.)
Master Tigress! Face Iron Ox and
his Blades of Death!

Tigress sets up to deliver her move.

Po launches himself up above the fence, gets a peek at
Tigress, then falls out of view just as she does her move.

Po lands outside the arena in a fireworks tent.

INT. TOURNAMENT RING - DAY

Oogway senses something. He raises his hand and the crowd
hushes.

OOGWAY
I sense the Dragon Warrior is among
us.

Shifu motions for the Five to gather in the center of the
ring.

SHIFU
Citizens of the Valley of Peace!
Master Oogway will now choose...
the Dragon Warrior!

17.

EXT. TOURNAMENT RING - DAY

Po comes to.

PO
Huh? Oh no! Wait!

He sees the fireworks and has an idea.

PO (CONT'D)
Yeah!

INT. TOURNAMENT RING - DAY

Oogway closes his eyes and raises his hand as ceremonial
DRUMS start to play.

EXT. TOURNAMENT RING - DAY

Po struggles with something, his back turned to us. Reveal he
has tied a load of fireworks to a chair. He hops on and
lights the fuse.

PO'S DAD (O.S.)
Po?!

Po's Dad rushes over and tries to blow out the fuse.

PO'S DAD (CONT'D)
What are you doing?

PO
What does it look like I'm doing?
Stop! Stop! I'm going to see the
Dragon Warrior!

PO'S DAD
But I don't understand. You finally
had the noodle dream.

Po looks uneasy.

PO
I lied. I don't dream about
noodles, Dad!

He looks at the fuse... almost all gone... Po holds onto the
chair for dear life, closes his eyes, and braces himself for
liftoff.

PO (CONT'D)
I love kung fuuuuuuuuuuuuuuuuu-

18.

Po finally opens his eyes...

He's still on the ground. The fuse was a dud. Po falls face
first into the dirt. He looks away, embarrassed. Po's Dad
holds out his apron.

PO'S DAD
Come on, son. Let's get back to
work.

PO
Okay.

Po sighs, starts to reach for the apron, then-- BOOM! The
rockets ignite, propelling Po into the stadium wall.

PO'S DAD
Oh! Come back!

Po's rocket chair blasts him into the sky amid a shower of
fireworks.

CROWD
Oooh! Aaahh!

Po climbs up and up...until the rockets die out and the chair
loses power...

PO
Uh oh...

Oogway's arm sweeps down the line of the expectant Five... Po
falls towards the center of the ring...

The tension builds as the Five wait to see who will be
picked. Then... SMASH!

Po lands and kicks up a huge dirt cloud, obscuring the ring.

INT. ARENA

PO POV: He sees the Five looking down at him, appalled. Po
comes round slowly, getting his bearings. He looks around and
sees Oogway. Strangely, the old turtle is smiling.

PO
What's going on? Where...uh? What
are you pointing--?

He looks up. An awful realization starts to dawn. Po GULPS.
He is desperately embarrassed.

19.

PO (CONT'D)
Oh. Okay. Sorry. I just wanted to
see who the Dragon Warrior was.

He tries to shuffle his butt out of there, mumbling
apologies.

OOGWAY
How interesting.

TIGRESS
Master, are you pointing at...me?

OOGWAY
Him.

PO
Who--?

Po tries moving out of the way of Oogway's finger, but it
keeps following him.

OOGWAY
You.

PO
Me?

Oogway grabs Po's hand and holds it up for all to see.

OOGWAY
The universe has brought us the
Dragon Warrior!

QUICK CUTS:

PO
What?

FURIOUS FIVE
What??

SHIFU
What???

PO'S DAD
WHAT????

The pig bangs the gong.

The crowd goes wild! They cheer! They scream! Confetti falls!
A palanquin is carried past Shifu.

20.

SHIFU
Stop! Wait! Who told you to--?

Po stands there, utterly stunned, his mouth hanging open. He
is abruptly lifted up out of shot.

Cut to the Palace Geese straining.

Po is being lifted with great effort on the palanquin. He is
carried off. Shifu elbows his way urgently through the
thronging crowd to get to Oogway.

SHIFU (CONT'D)
Master Oogway, wait! That flabby
panda can't possibly be the answer
to... our problem. You were about
to point at Tigress. That thing
fell in front of her. That was just
an accident!

OOGWAY
There are no accidents.

Oogway smiles benignly as we hear an off-screen CRASH!

The camera adjusts to reveal the palanquin has collapsed
under Po.

Shifu looks at Oogway. Oogway just smiles.

A squad of burly pigs rushes in and hoists Po, the palanquin,
and the Geese onto their shoulders, and they head off for the
Jade Palace. Stunned, Shifu watches them go.

Behind him, the Five approach and bow.

TIGRESS
Forgive us, Master. We have failed
you.

Shifu spins around.

SHIFU
No. If the panda has not quit by
morning, then I will have failed
you.

Confetti flutters through the air as the celebration
continues around them.

CUT TO:

21.

EXT. PRISON -- NIGHT

A huge prison is carved into the side of a frozen mountain.
Fifteen stories of iron and rock. No windows. One door --
locked, bolted and sealed tight. Rhinoceros guards in armor
patrol the perimeter.

Zeng, the palace goose, flies into frame and a Rhino Sentry
spots him in the distance. He lands, sliding on the ice and
crashing into the gate. The rhinos point their spears at him.

ZENG
Wait wait wait! I bring a message
from Master Shifu.

CLANG! The doors creak open. The terrified goose peers in.

CUT TO:

INT. PRISON -- A MOMENT LATER

COMMANDER
What?!?!
(reading)
"Double the guard?! Extra
precautions?! Your prison may not
be adequate!"

The Goose is quaking in fear. Stern Rhinos surround him,
staring daggers at him. The Commander snaps the scroll shut.

COMMANDER (CONT'D)
You doubt my prison's security?

ZENG
Absolutely not.
(then)
Shifu does. I'm just the messenger.

COMMANDER
I'll give you a message for your
Master Shifu.

ON A BRIDGE

COMMANDER
Escape from Chogun Prison is
impossible!

The Goose is awed by the cavernous prison.

22.

ZENG
Whoa.

The goose looks over the bridge's edge. The prison goes down
a long ways. The commander hits the goose on the back.

COMMANDER
Impressive, isn't it?

A feather from the goose drifts down the prison.

ZENG
Yes, very impressive. It's VERY
impressive.

COMMANDER
One way in, one way out, one
thousand guards, and one prisoner.

ZENG
Yes, except that prisoner is Tai
Lung...

AT THE ELEVATOR

COMMANDER
Take us down.

Several guard rhinos winch the goose and the commander down.
The commander grabs the chain and shakes the elevator, trying
to scare the goose.

ZENG
What are you doing?!

The commander just laughs. The elevator finally lands,
sending an echo throughout the prison.

AT DOORS -

A number of doors unlock, one after the other. Finally, a
drawbridge is lowered out onto an island.

ZENG (CONT'D)
Oh my...

COMMANDER
Behold, Tai Lung.

ZENG
I'll um...I'm just gonna wait right
here.

23.

COMMANDER
It's nothing to worry about. It's
perfectly safe.

He shoves the goose out ahead of him.

ZENG
Oof!

COMMANDER
Crossbows! At the ready!

ZENG
Crossbows?!

They approach TAI LUNG, a giant, muscular snow leopard bound
in a giant piece of tortoise shell armor and chains. He
barely registers signs of life. The commander walks right up
to him.

COMMANDER
Hey, tough guy, did you hear?
Oogway's finally gonna give someone
the Dragon Scroll and it's not
gonna be you!

The goose can't believe it.

ZENG
What are you doing?! Don't get him
mad.

COMMANDER
What's he gonna do about it? I've
got him completely immobilized.

The Commander stomps on Tai Lung's tail. We hear a crunch.
The goose flinches. But Tai Lung does not react.

COMMANDER (CONT'D)
Awww. Did I step on the witty
kitty's tail? Awww.

Tai Lung doesn't move. His eyes stare coldly straight ahead.

ZENG
I'm good. I've seen enough. I'm
gonna tell Shifu he's got nothing
to worry about.

COMMANDER
No, he doesn't.

24.

ZENG
Okay, I'll tell him that. Can we
please go now?

The Commander starts to walk back to the elevator. The goose
hurries after him.

The goose's feather flutters into frame. We follow the
feather as it lands right in front of Tai Lung.

HIS EYES OPEN. Tai Lung grabs the feather with his tail.

INT. JADE PALACE - HALLWAY

The palace doors open to reveal Po on the palanquin, hundreds
of villagers behind him.

CROWD
(chanting)
Dragon Warrior! Dragon Warrior!

Po is ushered in and the doors close. He is alone. He runs
back to the closed palace doors.

PO
Wait a second! Hello? Uh...I think
there's been a slight mistake.
Everyone seems to think that I'm,
uh...

Po finally realizes where he is.

PO (CONT'D)
Whoa. The Sacred Hall of Warriors.
No way! Would you look at this
place!

He rushes up to a display of armor.

PO (CONT'D)
(GASP)
Master Flying Rhino's Armor! With
authentic battle damage!

He rushes up to a green sword, making sure not to touch it.

PO (CONT'D)
(GASP)
The Sword of Heroes! Said to be so
sharp you can cut yourself just by
looking-- OW!

He stares at a black sopt on the wall.

25.

PO (CONT'D)
(GASP)
The Invisible Trident of Destiny!?

He admires a painting.

PO (CONT'D)
(GASP)
I've only seen paintings of that
painting...

Po runs around the room, amazed by all the ancient kung fu
artifacts. Something special catches Po's eye.

PO (CONT'D)
(loudly)
Nooo! Ohhhh!

He runs over to it.

PO (CONT'D)
The legendary Urn of Whispering
Warriors! Said to contain the souls
of the entire Tenshu army.
(calling into vase)
Hellooo?

SHIFU
Have you finished sight-seeing?

Po GASPS.

PO
(to vase)
Sorry. I should've come to see you
first.

SHIFU
My patience is wearing thin.

PO
(to vase)
Oh. Well, I mean, it's not like you
were going anywhere.

SHIFU
Would you turn around?

PO
Sure.

Po turns and sees Shifu.

26.

PO (CONT'D)
Hey, how's it going?

Po turns back to the vase.

PO (CONT'D)
(to vase)
Now how do you get five thousand--
(cutting himself off)
Master Shifu!

Po bumps the vase which falls and BREAKS.

PO (CONT'D)
Someone...broke that. But I'm gonna
fix it. Do you have some glue?

The vase debris screams as Po tries to pick up the pieces.

PO (CONT'D)
Ow! Ooh. Splinter.

Po fumbles around. Shifu looks irked.

SHIFU
So you're the legendary Dragon
Warrior. Hmmm?

PO
Uh...I guess so?

Shifu smiles and shakes his head.

SHIFU
Wrong! You are not the Dragon
Warrior. You will never be the
Dragon Warrior until you have
learned the secret of the Dragon
Scroll.

He points to a dragon on the ceiling with a single scroll in
its mouth.

PO
(in awe)
Whoa.
(then)
So how does this work? You have a
ladder or trampoline or...?

SHIFU
You think it's that easy? That I am
just going to hand you the secret
to limitless power?

27.

PO
No, I...

SHIFU
One must first master the highest
level of kung fu. And that is
clearly impossible if that one is
someone like you.

PO
Someone like me?

Shifu walks around Po - pointing out his weaknesses.

SHIFU
Yes. Look at you...this fat butt.

Shifu HITS Po on the butt with his staff.

SHIFU (CONT'D)
Flabby arms...

PO
Those are sensitive in the flabby
parts.

Shifu SWATS Po on the arm with his staff.

SHIFU
And this ridiculous belly.

Shifu HITS Po in the belly with his staff.

PO
Hey...

SHIFU
--and utter disregard for personal
hygiene.

PO
(pointing at Shifu)
Now wait a minute. That's a little
uncalled-for.

SHIFU
Don't stand that close...I can
smell your breath.

PO
Listen...Oogway said that I was the-

Shifu pinches Po's outstretched digit.

28.

PO (CONT'D)
(gasp)
The Wuxi Finger Hold?! Not the Wuxi
Finger Hold!

SHIFU
(sly)
Oh, you know this hold?

PO
DevelopedbyMasterWuxiInTheThirdDyna
sty-- YES.

SHIFU
Oh, then you must know what happens
when I flex my pinky.

Po nervously eyes his finger locked in Shifu's grip and nods
quickly.

PO
No no no!

SHIFU
You know the hardest part of this?
The hardest part is cleaning up
afterwards...

PO
Okay! Okay! Take it easy...

SHIFU
Now listen closely, panda. Oogway
may have picked you, but when I'm
through with you, I promise you,
you're going to wish he hadn't. Are
we clear?

PO
Yeah, we're clear. We're clear. We
are so clear.

SHIFU
Good. I can't wait to get started.

INT. TRAINING HALL

The doors open, revealing Po nursing his wounded finger.
Shifu steps out of the way and Po's face goes into shock. The
Five are performing death-defying kung fu moves in the
training hall. Tigress smashes a swinging, spiked ball of
wood. ANGLE ON AN AWESTRUCK PO, as shards of wood blast into
his face. Po is intimidated and overwhelmed.

29.

Shifu scowls at Po.

SHIFU
Let's begin.

He gestures to the gauntlet. Po's eyes go wide.

PO
Wait wait wait...What? Now?

SHIFU
Yes...now. Unless you think the
great Oogway was wrong, and you are
not the Dragon Warrior.

PO
Oh, okay. Well-- I don't know if I
can do all of those moves.

Shifu walks away and Po half-heartedly follows.

SHIFU
Well, if we don't try, we'll never
know will we?

PO
Uh, yeah. It's just, maybe we can
find something more suited to my
level.

SHIFU
And what level is that?

PO
Well, ya know...I'm not a master,
but uh, let's just start at zero,
level zero.

SHIFU
There is no such thing as level
zero.

PO
Hey! Maybe I can start with that.

Po points at a rather friendly-looking dummy.

SHIFU
That? We use that for training
children. And for propping the door
open when it's hot. But if you
insist...

Relieved, Po turns to the dummy. The Five gather around him.

30.

PO
Whoa. The Furious Five. You're so
much bigger than your action
figures -- except for you, Mantis.
You're about the same.

Mantis gives him a look.

SHIFU
Go ahead, panda. Show us what you
can do.

PO
Um, are they gonna watch? Or should
I just wait until they get back to
work or something...

SHIFU
Hit it.

PO
Ok. I mean, I just ate. So I'm
still digesting... So my kung fu
might not be as good as later on.

SHIFU
Just hit it.

Po psyches himself up, doing some Jack Fu.

PO
Alright. Whatcha got? You got
nothing cause I got it right here.
You picking on my friends? Get
ready to feel the thunder. I'm
comin' at him with the crazy feet.
Whatcha gonna do about my crazy
feet? I'm a blur. I'm a blur. You
never seen bear style, you only
seen praying Mantis! OR... I could
come at you Monkey style. OR... I'm
comin' at ya snikity-snake.

Shifu and the Five stare at Po, perplexed.

SHIFU
Would you hit it!

PO
Alright...alright.

Po lightly hits the dummy and it rocks back into place.

31.

SHIFU
Why don't you try again? A little
harder...

Po punches it again, knocking it all the way backwards. He
turns to Shifu, smug.

PO
How's tha--

WHAP! The dummy rights itself and smacks Po. Totally dazed,
Po trips and stumbles his way through the obstacle course.
The Five instinctively step forward to help Po, but Shifu
holds up his hand to stop them.

BACK ON PO

PO (CONT'D)
Ow, that hurts.

A spiky tethered ball sends Po flying into the jade turtle
exercise, where it rattles him around.

SHIFU
(to the Five)
This'll be easier than I thought.

Back to Po in the turtle bowl.

PO
Feeling a little nauseous.

The turtle spills him out and he stumbles into the army of
wooden dummies.

PO (CONT'D)
Ow, those are hard! Ooh! I think
I...

The last dummy whaps him in the crotch and everything becomes
still.

PO (CONT'D)
Oooohoohoo...my tenders.

He struggles to get on his feet, takes one step and reaches
out to a dummy arm...and immediately gets pummeled all over
again. Po comes out the other side battered and bruised and
finds he is standing on the floor that shoots out bursts of
flame. We see reflections of fire on the Five and Shifu as Po
gets singed. He comes crawling into frame.

32.

PO (CONT'D)
How did I do?

SHIFU
There is now a level zero.

CUT TO:

EXT. BUNKHOUSE - NIGHT

The Five are walking to the bunkhouse, which sits high on a
hill.

MANTIS
There's no words.

CRANE
No denying that.

VIPER
I don't understand what Master
Oogway was thinking. The poor guy's
just gonna get himself killed.

CRANE
(mocking)
He is so mighty! The Dragon Warrior
fell out of the sky on a ball of
fire.

MANTIS
When he walks, the very ground
shakes!

TIGRESS
One would think that Master Oogway
would choose someone who actually
knew Kung Fu.

CRANE
Yeah, or could at least touch his
toes.

MONKEY
Or even see his toes.

As the others walk off, we reveal Po, who unbeknownst to them
has been walking behind them this whole time, hearing
everything.

He attempts to look at his toes but just sees gut. He lifts
up his stomach, leans forward... leans... leans... and falls
over.

33.

He gets up and watches them go inside. He sighs.

INT. BUNKHOUSE

Po peeks around the corner.

PO
Okay.

He tip-toes into the hall.

SQUEAK. The floorboards strain beneath him. SQUEAK.

PO (CONT'D)
(whispering)
Great.

Po takes a gentle step. CRE-E-E-A-AA--CHUNK! Po's foot goes
through the floor. Po tries to recover. SQUEAK-SQUEAK-SQUEAK!
THUNK! Po rolls his ankle and stumbles through a bedroom
door.

Crane is staring back at him.

PO (CONT'D)
Oh hey...hi. You're up.

CRANE
Am now.

PO
I was just uh... Some day huh?
That kung fu stuff is hard work,
right? Your biceps sore?

Crane looks at his wing.

CRANE
Um...I've had a long and rather
disappointing day, so uh...yeah, I
should probably get to sleep now.

PO
Yeah yeah yeah, of course.

CRANE
(relieved)
Okay, thanks.

PO
It's just...I'm such a big fan.

34.

CRANE
Oop.

PO
You guys were totally amazing at
the Battle of Weeping River.
Outnumbered a thousand to one, but
you didn't stop, and then you
just... HI-YAH!

Po does a spastic series of Kung Fu moves. We hear a RIP, and
reveal that he's kicked his foot through the paper wall.

PO (CONT'D)
Ooo, sorry about that.

CRANE
Look, you don't belong here.

Po looks stung to be hearing this from one of his heroes.

PO
I know. I know. You're right. I
just - my whole life I've dreamed
of-

Crane stops Po before he embarrasses himself even more.

CRANE
No no no... I meant you don't
belong here. I mean, in this room.
This is my room. Property of Crane.

Po is mortified, but covers.

PO
Oh, okay. Right right. Yeah, you
want to get to sleep.

CRANE
Yeah.

PO
I'm keepin' you up. We got big
things tomorrow. Alright. You're
awesome. Last thing I'm gonna say.
Okay. Bye bye.

Po shuts the door. Crane sighs. The door flies open. Po
enters with an eager smile.

PO (CONT'D)
What was that?

35.

CRANE
I didn't say anything.

PO
Okay. Alright. Goodnight. Sleep
well.

Po backs out into the hall and closes the door.

PO (CONT'D)
Seemed a little bit awkward.

Po turns and walks down the hall to find a vacant room. CREAK-
CREAK.

Tigress opens the door behind him. Po winces.

PO (CONT'D)
Master Tigress! Didn't mean to wake
you. Just uh...

TIGRESS
You don't belong here.

PO
Uh, yeah, yeah. Of course. This is
your room.

TIGRESS
I mean...you don't belong in the
Jade Palace. You're a disgrace to
Kung Fu, and if you have any
respect for who we are and what we
do, you will be gone by morning.

She closes the door on Po, who slumps sadly.

PO
Big fan...

EXT. JADE PALACE - NIGHT

A dejected Po stands under a peach tree in the moonlight.
Oogway approaches.

OOGWAY
I see you have found the Sacred
Peach Tree of Heavenly Wisdom.

Po spins around, his face dripping with peach juice.

36.

PO
(mouth full)
Is that what this is? I am so
sorry. I thought it was just a
regular peach tree.

OOGWAY
I understand. You eat when you are
upset.

PO
Upset? I'm not upset. What makes
you think I'm upset?

OOGWAY
So why are you upset?

Po sighs, there's no use trying to lie to Oogway.

PO
I probably sucked more today than
anyone in the history of kung fu,
in the history of China, in the
history of sucking.

OOGWAY
Probably.

PO
And the Five... man, you should
have seen them, they totally hate
me.

OOGWAY
Totally.

PO
How's Shifu ever going to turn me
into the Dragon Warrior? I mean,
I'm not like The Five. I've got no
claws, no wings, no venom. Even
Mantis has those...
(he imitates a mantis'
front legs)
...thingies. Maybe I should just
quit and go back to making noodles.

OOGWAY
Quit, don't quit. Noodles, don't
noodles.

Po looks confused.

37.

OOGWAY (CONT'D)
You are too concerned with what was
and what will be. There is a
saying: Yesterday is history,
tomorrow is a mystery, but today is
a gift. That is why it is called
the present.

Oogway hits the tree with his staff as he walks away and a
peach falls into Po's open hand.

INT. PRISON -- NIGHT

Using the goose's feather to pick the lock, Tai Lung BURSTS
free from his armor.

An ALARM RINGS OUT!

The Commander runs to the ledge, the Goose right behind him.

ZENG
What's happening?!

The Goose looks over the edge and sees Tai Lung at the bottom
of the pit.

Tai Lung struggles with his shackles.

COMMANDER
Fire Crossbows!

Tai Lung uses the incoming spears to break his shackles and
then manages to kick the spears back up into the walls,
creating a makeshift staircase.

ZENG
Tai Lung is free! I must warn
Shifu!

The Commander shuts the Goose up.

COMMANDER
You're not going anywhere. And
neither is he.

ZENG
Let go of me!

COMMANDER
(to guards)
Bring it up!

38.

The winch turns and the elevator starts to rise. A rhino
guard tries to reach it, but just misses.

RHINO GUARD #1
Wait! Bring it back!

ZENG
He's coming this way!

COMMANDER
He won't get far.
(to guards)
Archers!

Leaping across the spears, Tai Lung catches the elevator as
the volley of arrows flies down past him.

The guards cut the rope and the elevator crashes back down to
the bottom of the pit.

Tai Lung swings up from the bottom of the elevator house and
catches the guards by surprise. He grabs the chain and jumps
over the edge and swings around, launching himself up to the
next tier, disappearing into the shadows.

Tai Lung lands on a bridge, fights his way through, finally
reaching the top tier where the Commander and the rest of the
Rhino army await.

ZENG
We're dead. So very, very dead.

The Commander hushes the Goose.

COMMANDER
(to Goose)
Heh heh...not yet we're not! Now!

Archers set off charges on the ceiling. Massive stalactites
crash down and the bridge begins to crumble. Tai Lung leaps
across the crumbling debris and attempts one last huge jump
towards the Commander. But he falls short, claws scraping and
sparking against the rock wall. The Commander laughs
maniacally.

On his way down, Tai Lung looks up and sees a fuse burning
down to the last group of explosives. He leaps across the
raining debris up to the ceiling of the cavern.

Grabbing a hold of the dynamite, Tai Lung falls and slings it
ahead of him at the guards.

ZENG
Can we run now?

39.

COMMANDER
Yes.

EXT. PRISON

KA-THOOM! The door blasts open and Rhinos go flying
everywhere.

WHUMP. The Goose hits the ground. The commander's horn
prosthetic falls in front of him.

ZENG
Nuuu... Urggg...

Tai Lung picks up the Goose by the throat.

ZENG (CONT'D)
URRK!

TAI LUNG
I'm glad Shifu sent you. I was
beginning to think I had been
forgotten.

With a creepy tenderness, Tai Lung smooths the Goose's
ruffled feathers.

TAI LUNG (CONT'D)
Fly back there and tell them...the
real Dragon Warrior is coming home.

Tai Lung throws the Goose into the air and he flutters off.
Lightning strikes.

CUT TO:

EXT. BUNKHOUSE - MORNING

CLOSE-UP of a gong being struck.

INT. BUNKHOUSE - CONTINUOUS

Shifu enters the hallway of the bunkhouse. The Five burst out
of their rooms and land, ready for inspection.

FURIOUS FIVE
Good morning master!

One door remains closed.

40.

SHIFU
Panda! Panda, wake up!

He slides open Po's door. The room is empty.

SHIFU (CONT'D)
(satisfied)
Hmm. He's quit.

EXT. TRAINING HALL - MOMENTS LATER

Shifu walks with a bit more energy.

VIPER
What do we do now, Master? With the
panda gone, who will be the Dragon
Warrior?

SHIFU
All we can do is resume our
training and trust that in time,
the true Dragon Warrior will be
revealed.

INT. JADE PALACE - MOMENTS LATER

Shifu enters the training hall, only to find himself face-to-
face with Po's butt. Shifu and the Five are taken aback.

SHIFU
What are you doing here?!

Reveal Po is in the middle of the floor, his legs spread wide
apart. Po looks back over his shoulder to see Shifu and the
Five enter the hall.

PO
Hey! Huh... Good morning, Master! I
thought I'd warm up a little.

SHIFU
You're stuck.

PO
Stuck?! Whaa? Pfft... stuck...
Yeah, I'm stuck.

SHIFU
(to Crane)
Help him.

Crane approaches Po.

41.

CRANE
Oh dear.

Crane gingerly grabs Po's waistband and attempts to pull him
up by flapping his wings.

PO
Maybe on three. One. Two-

Crane pulls him up and Po flops onto his back.

PO (CONT'D)
Threeeee. Thank you.

CRANE
Don't mention it.

PO
No really, I appreci--

CRANE
--EVER.

SHIFU
You actually thought you could
learn to do a full split in one
night? It takes years to develop
one's flexibility and years longer
to apply it in combat.

Shifu flings two boards into the air. Instantly, Tigress
leaps up and executes a perfect split kick. Po is awestruck.
As Tigress lands, the broken chunks of board land all around
Po, knocking him on the head.

Po collects a piece of splintered board as a souvenir. Shifu
notices and steps forward.

SHIFU (CONT'D)
Put that down! The only souvenirs
we collect here are bloody knuckles
and broken bones.

PO
Yeah, excellent!

He laughs excitedly and salutes Shifu.

SHIFU
Let's get started.

CUT TO:

42.

MONTAGE

Shifu snaps his fingers. Viper and Po face off.

VIPER
Are you ready?

PO
I was born ready--

Viper lashes her tail around Po's wrist, wrenches his arm
back, flings him into the air and brings him crashing back
down on his head.

PO (CONT'D)
Eaghhh...

VIPER
I'm sorry, brother! I thought you
said you were ready!

PO
That was awesome! Let's go again.
(salutes)

Shifu snaps.

Monkey twirls a bamboo staff. He lunges at Po who takes a
comical beating.

Shifu snaps.

Po and Crane prepare to spar atop the turtle bowl. CRASH. Po
falls in and is tossed around like a sack of soup.

Shifu snaps.

We see a series of shots of Po falling on his face at the
hands of some invisible opponent, who turns out to be...
Mantis.

Shifu smiles. Flat on his back, Po manages a salute. Shifu
has had it.

SHIFU
I've been taking it easy on you,
panda, but no more! Your next
opponent... will be me.

Po looks excited.

PO
Alright! Let's go!

43.

The Five exchange worried looks.

SHIFU
(to Po)
Step forth.

Po doesn't even finish the step as Shifu whirls him around
and throws him to the floor pinning his arm behind him.

SHIFU (CONT'D)
The true path to victory is to find
your opponent's weakness and make
him suffer for it.

PO
(delighted)
Oh, yeah!

Shifu whips Po around again.

SHIFU
To take his strength and use it
against him.

Again, this time Shifu holds Po by the nose.

SHIFU (CONT'D)
--until he finally falls, or quits.

Po is totally inspired.

PO
But a real warrior never quits.
Don't worry, Master, I will never
quit!

At his breaking point, Shifu flings Po into the air and then
leaps at him with a flying kick.

CUT TO:

EXT. TRAINING HALL - CONTINUOUS

Po crashes out of the door and tumbles down the steps.

The Five watch him fall.

TIGRESS
If he's smart, he won't come back
up those steps.

MONKEY
But he will.

44.

VIPER
He's not gonna quit, is he?

MANTIS
He's not gonna quit bouncin', I'll
tell ya that.

Cut WIDE as Po continues to tumble.

INT. BUNKHOUSE - EVENING

Close on Po, who grimaces.

PO (O.S.)
Aaaoo...whoohoo...EEEee...hee-
hee... I thought you said
acupuncture would make me feel
better.

Mantis pops up from behind Po holding a handful of needles
and sticks Po again.

MANTIS
Trust me, it will. It's just not
easy finding the right nerve points
under all this--

PO
Fat?

MANTIS
Fur, I was gonna say fur.

PO
Sure you were.

MANTIS
Who am I to judge a warrior based
on his size? I mean -- look at me.

Po looks for Mantis...

MANTIS (O.C.) (CONT'D)
I'm over here.

...But Mantis is now on his other shoulder. He jabs another
needle into Po.

PO
Ow!

45.

VIPER
Maybe you should take a look at
this again.

Viper is holding a diagram of acupuncture meridians (onto
which someone has overlaid a drawing of a panda.)

MANTIS
(re: diagram)
Oh! Okay.

Quick cuts to Monkey meditating in his room and Crane doing
calligraphy in his. Po's yelps distract them.

PO
Ow! Don't...
(laughing)
Stop it, stop-- Yow! I know Master
Shifu's trying to inspire me and
all, but if I didn't know any
better, I'd say he was trying to
get rid of me.

Po chuckles. The others look at each other and chuckle
awkwardly.

MANTIS
I know he can seem kind of
heartless--

He violently jabs another needle in Po.

MANTIS (CONT'D)
But, ya know, he wasn't always like
that.

VIPER
According to legend, there was once
a time when Master Shifu actually
used to smile.

PO
No.

MANTIS
Yes.

Cut to Tigress out in the hallway. She can hear them talking.

VIPER
But that was before...

PO
Before what?

46.

Tigress enters.

TIGRESS
Before Tai Lung.

Crane's shadow is silhouetted on the wall.

CRANE
Uh yeah, we're not really supposed
to talk about him.

TIGRESS
Well, if he's going to stay here,
he should know.

PO
(trying to ease the
tension)
Guys, guys. I know about Tai Lung.

Tigress turns to Po.

PO (CONT'D)
He was a student, the first ever to
master the thousand...

Tigress approaches Po and leans in towards him.

PO (CONT'D)
(nervously trailing off)
...scrolls of... kung fu... and...
then he turned bad... and now he's
in jail.

Tigress shakes her head at the panda's ignorance.

TIGRESS
He wasn't just a student.

DISSOLVE TO:

EXT. TRAINING HALL

FLASHBACK. Shifu peeks out of the Training Hall and finds a
baby leopard cub on the steps.

TIGRESS (V.O.)
Shifu found him as a cub. And he
raised him as a son.

Baby Tai Lung pulls on Shifu's whiskers.

47.

TIGRESS (V.O.) (CONT'D)
...and when the boy showed talent
in Kung Fu...

Baby Tai Lung punches the training dummy across the floor.

TIGRESS (V.O.) (CONT'D)
...Shifu trained him.

Shifu teaches Baby Tai Lung how to punch.

TIGRESS (V.O.) (CONT'D)
He believed in him. He told him he
was destined for greatness.

Hard cut to a full-grown Tai Lung demolishing a training
dummy.

TIGRESS (V.O.) (CONT'D)
It was never enough for Tai Lung.
He wanted the Dragon Scroll. But
Oogway saw darkness in his heart
and refused. Outraged, Tai Lung
laid waste to the valley. He tried
to take the scroll by force. And
Shifu had to destroy what he had
created.

Tai Lung ransacks a village on his way up to the Jade Palace.
He crashes through the doors, running towards a waiting Shifu
and Oogway.

Shifu leaps at Tai Lung to deliver a kick.

TIGRESS (V.O.) (CONT'D)
But how could he?

Seeing only baby Tai Lung running towards him, Shifu pulls
his kick short. Tai Lung counters with a devastating strike
and Shifu crashes to the ground holding his broken leg.

Tai Lung leaps for the scroll, but Oogway stops him with
strikes at his pressure points. He falls to the ground in a
heap.

TIGRESS (V.O.) (CONT'D)
Shifu loved Tai Lung like he'd
never loved anyone before...

Young Tigress in the training hall strikes the dummy in the
same manner as Tai Lung. Shifu corrects her form. Nothing
more. Young Tigress looks crestfallen.

48.

TIGRESS (V.O.) (CONT'D)
...or since.

The sad, young Tigress cross-dissolves to adult Tigress.

INT. BUNKHOUSE - EVENING

Everyone is quiet in the moment.

TIGRESS
And now he has a chance to make
things right, to train the true
Dragon Warrior. And he's stuck with
you: a big, fat panda who treats it
like a joke.

Po makes a googly-eyed face.

PO
Doieeeee...

TIGRESS
(charging at Po)
Oh! That is it!

Mantis pops up and halts Tigress.

MANTIS
Wait! My fault! I accidentally
tweaked his facial nerve.

Po falls face first to the floor, revealing his back is
covered with needles.

MANTIS (CONT'D)
And may have also stopped his
heart.

INT. TRAINING HALL - NIGHT

Shifu is sitting in meditation, fidgeting incessantly.

SHIFU
Inner peace. Inner peace. Inner
peace.

He finally opens one eye.

SHIFU (CONT'D)
Would whoever is making that
flapping sound, quiet down!

49.

Satisfied with the silence, Shifu nods and resumes his
meditation.

SHIFU (CONT'D)
Inner...

BOOM. Zeng drops in from the ceiling.

SHIFU (CONT'D)
Oh, Zeng. Excellent. I could use
some good news right now.

ZENG
Uh...

CUT TO:

EXT. JADE PALACE GROUNDS - EVENING

Oogway stands under the peach tree, deep in thought. Shifu
rushes in, emerging from the mist, extremely agitated.

SHIFU
Master! Master!

OOGWAY
Hmmm?

SHIFU
(out of breath)
I have-- it's-- it's very bad news.

OOGWAY
Ah, Shifu. There is just news.
There is no good or bad.

SHIFU
Master, your vision...your vision
was right. Tai Lung has broken out
of prison. He's on his way!

OOGWAY
That is bad news...

He turns to face Shifu and stares at him, eyebrow raised.

OOGWAY (CONT'D)
...If you do not believe that the
Dragon Warrior can stop him.

SHIFU
The panda? Master, that panda is
not the Dragon Warrior.
(MORE)

50.
SHIFU (CONT'D)
He wasn't even meant to be here --
it was an accident!

OOGWAY
There are no accidents.

SHIFU
Yes, I know. You've said that
already. Twice.

OOGWAY
Well, that was no accident either.

SHIFU
Thrice.

OOGWAY
My old friend, the panda will never
fulfill his destiny, nor you yours,
until you let go of the illusion of
control.

SHIFU
Illusion?

OOGWAY
Yeah. Look at this tree, Shifu. I
cannot make it blossom when it
suits me, nor make it bear fruit
before its time.

SHIFU
But there are things we can
control.

Shifu kicks the tree and a peach falls to his feet.

SHIFU (CONT'D)
I can control when the fruit will
fall.

A peach falls on his head and Oogway chuckles. Shifu tosses
the peach in the air, leaps up, and splits it with a chop.

SHIFU (CONT'D)
And I can control--

Shifu punches the ground, creating a hole and places the seed
in it.

SHIFU (CONT'D)
--where to plant the seed. That is
no illusion, Master.

51.

OOGWAY
Ah, yes. But no matter what you do,
that seed will grow to be a peach
tree. You may wish for an apple, or
an orange... but you will get a
peach.

SHIFU
But a peach cannot defeat Tai Lung!

OOGWAY
Maybe it can. If you are willing to
guide it, to nurture it. To believe
in it.

Oogway covers the seed with dirt.

SHIFU
But how? How? I need your help,
Master.

OOGWAY
No, you just need to believe.
Promise me, Shifu. Promise me you
will believe.

SHIFU
I... I will try.

Oogway smiles, then glances up at the sky, then back down to
Shifu.

OOGWAY
Good. My time has come. You must
continue your journey without me.

He hands his staff to a confused Shifu.

SHIFU
What... what are you..?

Oogway backs away into the swirling fog.

SHIFU (CONT'D)
Master, you can't leave me!

The petals surround Oogway as he approaches the cliff's edge.

OOGWAY
You must believe.

SHIFU
Master!

52.

Shifu runs after him. Oogway is engulfed by peach blossoms.
As the winds settle, Shifu is revealed standing at the edge
of a cliff.

Oogway is gone.

We pan across to the bunkhouse.

PO (O.S.)
...So I'm like, fine, you may be a
wolf, you may be the scariest
bandit in Haijin Province...

INT. KITCHEN -- NIGHT

Reveal Po is cooking for the Five. He chops some veggies mid-
air.

PO
...but you're a lousy tipper.

CRANE
(incredulous)
Really? So... how'd you get out of
there alive?

PO
I mean, I didn't actually say that,
but I thought it... in my mind.

Po flips some bowls and expertly lines them up on his arm. He
ladles soup into them.

PO (CONT'D)
(covering)
If he... could read my mind, he'd
have been like, "What?"
(then)
Order up!

Po looks around expectantly and the Five (minus Tigress) dig
in.

PO (CONT'D)
Hope you like it.

MANTIS
This is really good.

PO
(bashful)
No, c'mon.
(MORE)

53.
PO (CONT'D)
You should try my dad's secret
ingredient soup. He actually knows
the secret ingredient.

VIPER
What are you talking about? This is
amazing.

CRANE
Wow, you're a really good cook.

MANTIS
I wish my mouth was bigger.

The others laugh. But not Tigress.

MONKEY
Tigress, you gotta try this.

Tigress looks up from her meal.

TIGRESS
It is said that the Dragon Warrior
can survive for months at a time on
nothing but the dew of a single
gingko leaf and the energy of the
universe.

On the others for a beat. Then Po shrugs.

PO
I guess my body doesn't know it's
the Dragon Warrior yet. I'm gonna
need a lot more than dew. And, uh,
universe juice.

Po laughs. He picks up his bowl and takes a giant gulp. When
he lowers the bowl, we see a noodle hanging from his face --
it looks like a moustache. Mantis snickers.

PO (CONT'D)
What?

MANTIS
Oh, nothing... Master Shifu!

The rest start laughing. Po realizes he's wearing a noodle
moustache. He plays it up.

54.

PO
(imitating Shifu)
You will never be the Dragon
Warrior, unless you lose five
hundred pounds and brush your
teeth!

The Five LAUGH.

PO (CONT'D)
(imitating Shifu)
What is that noise you're making?
Laughter? I never heard of it!

The Five keep LAUGHING. Po reaches over and grabs two empty
bowls and holds them up like ears.

PO (CONT'D)
(imitating Shifu)
Work hard, Panda. And maybe,
someday... you will have ears like
mine.

As the rest of the Five laugh, Tigress sneaks a moment to
smell Po's soup. Leaning towards the bowl, she suddenly looks
up and stops. The Five also look up and stop laughing.

Reveal Shifu has entered behind Po. He is holding Oogway's
staff.

PO (CONT'D)
(normal)
Ears. It's not working for you? I
thought they were pretty good.

Po looks at the stone-faced Five. Tigress jumps to her feet.

MONKEY
It's Shifu.

PO
Of course it's Shifu. What do you
think I'm doing?

He finally notices Shifu standing there, doing a slow burn.
Embarrassed, he places the soup bowls on his chest like a
bra.

PO (CONT'D)
Ooh! Master Shifu!

Po slurps up the noodle moustache. Monkey can't help but
snicker.

55.

SHIFU
You think this is funny? Tai Lung
has escaped from prison and you're
acting like children!

PO
What?

SHIFU
He is coming for the Dragon Scroll,
and you are the only one who can
stop him.

The bowls fall off. A beat as this sinks in... then Po starts
to laugh.

PO
And here I am saying you got no
sense of humor. I'm gonna stop
Tai...

Shifu just stares at him, deadly serious.

PO (CONT'D)
What? You're serious? And I have to--
uh, Master Oogway will stop him! He
did it before, he'll do it again.

SHIFU
Oogway cannot, not anymore.

They notice Shifu holding Oogway's staff. They know what this
means. They are saddened by the news.

SHIFU (CONT'D)
Our only hope is the Dragon
Warrior.

TIGRESS
The panda?

SHIFU
Yes, the panda!

TIGRESS
Master, please. Let us stop Tai
Lung. This is what you've trained
us for.

SHIFU
No! It is not your destiny to
defeat Tai Lung. It is his.

He dramatically points at Po... but Po is gone.

56.

SHIFU (CONT'D)
Where'd he go?

Shifu throws up his hands in frustration and heads after Po.

CUT TO:

EXT. BUNKHOUSE ­ DAY

Super wide shot as Po runs away from the compound. Closer as
he continues running. He checks over his shoulder, turns
back... Shifu lands right in front of him.

SHIFU
You cannot leave! A real warrior
never quits!

PO
Watch me!

He tries to maneuver around Shifu, but is redirected back.

PO (CONT'D)
Come on! How am I supposed to beat
Tai Lung? I can't even beat you to
the stairs.

SHIFU
You will beat him because you are
the Dragon Warrior!

He pushes Po back with the staff.

PO
Ow! You don't believe that! You
never believed that! From the first
moment I got here, you've been
trying to get rid of me.

Shifu pokes him again, this time causing Po to fall on his
back.

SHIFU
Yes. I was. But now I ask you to
trust in your master as I have come
to trust in mine.

PO
You're not my master. And I'm not
the Dragon Warrior.

Po shoves the staff away and gets up.

57.

SHIFU
Then why didn't you quit? You knew
I was trying to get rid of you, and
yet you stayed.

PO
Yeah, I stayed. I stayed because
every time you threw a brick at my
head or said I smelled, it hurt.
But it could never hurt more than
it did every day of my life just
being me.

Po looks down at the Valley, then turns back to Shifu.

PO (CONT'D)
I stayed because I thought if
anyone could change me, could make
me... not me, it was you. The
greatest kung fu teacher in all of
China.

SHIFU
But I can change you! I can turn
you into the Dragon Warrior! And I
will!

PO
C'mon, Tai Lung is on his way here
right now. And even if it takes him
a hundred years to get here, how
are you gonna change this...
(indicate belly)
...into the Dragon Warrior? How?
How? How?!

In frustration, Shifu yells out the answer.

SHIFU
I don't know!!!
(then, resigned)
I don't know.

PO
That's what I thought.

Shifu walks away, leaving the path open to Po.

EXT. JADE PALACE - NIGHT

Tigress stands in the moonlight outside the palace. She has
seen what just transpired between Shifu and Po.

58.

She turns away, a look of resolve on her face... and LEAPS.

She flies through the air, finally landing on a rooftop in
the valley below. She looks back up at the palace.

TIGRESS
This is what you trained me for.

She takes off running.

The other four are right behind her.

VIPER
Tigress!

She keeps going and they give chase.

TIGRESS
Don't try and stop me!

The chase continues through the village.

VIPER
We're not trying to stop you!

TIGRESS
What?

VIPER
We're coming with you!

Then...the others join her. Tigress smiles. They leap off
into the night.

EXT. JADE PALACE - EVENING

Night dissolves to dawn. Shifu sits under the peach tree. He
stirs, hearing KUNG FU NOISES from the training hall. He goes
to investigate.

CUT TO:

INT. TRAINING HALL - DAWN

Shifu looks inside -- it's empty. The NOISES continue from
somewhere else -- the bunkhouse.

CUT TO:

59.

INT. KITCHEN - DAWN

As Shifu turns the corner he sees Po's shadow as he performs
some amazing Kung Fu.

Entering the kitchen, Shifu finds Po is stuffing his face
with food. Seeing Shifu, he stops mid-munch.

In silence they eye each other. Shifu surveys the room --
broken lock, smashed doors, unhinged cabinets. Po belches.

PO
(mouth full)
What? I eat when I'm upset, okay?

Shifu gets a glimmer in his eye. He has an idea.

SHIFU
Oh, no need to explain. I just
thought you might be Monkey -- he
hides his almond cookies on the top
shelf.

Shifu calmly exits and hides just outside the doorway,
waiting to see if his hunch is correct.

KLUMP! KLONK! THUNK! Shifu peeks back inside and finds Po
perched atop the high shelves jamming more cookies into his
mouth. Po notices Shifu walking back in.

PO
(mouth full)
Don't tell Monkey.

He glances back down at Shifu, whose disbelief turns to a
wise smile.

SHIFU
Look at you.

PO
Yeah, I know. I disgust you.

SHIFU
No no, I mean... how did you get up
there?

PO
I don't know. I guess I-- I don't
know. I was getting a cookie...

He looks at the cookie and then can't help but eat it.

60.

SHIFU
And yet you are ten feet off the
ground and have done a perfect
split.

PO
No, this... this is just an
accident.

He and Po stare at each other for a beat. Then... WHOOMP! Po
slips and crashes to the kitchen floor. A cookie rolls over
to Shifu. He picks it up.

SHIFU
There are no accidents. Come with
me.

EXT. MOUNTAINS - DAWN

Shifu leads Po through the mountains.

PO
I know you're trying to be all
mystical and kung fu-y, but could
you at least tell me where we're
going?

Shifu just continues walking.

CUT TO:

EXT. MOUNTAINS - LATER

Shifu is sitting beneath a tree. Winded and wheezing, Po
slowly works his way up the hill.

Po sets his gear down and looks around. Shifu breathes in the
morning mist as Po approaches.

PO
You dragged me all the way out here
for a bath?!

Po begins to pat his armpits with water.

SHIFU
Panda, we do not wash our pits in
The Pool of Sacred Tears.

Po quickly stops. Realizing.

61.

PO
(in awe)
The pool of...

SHIFU
This is where Oogway unravelled the
mysteries of harmony and focus.
This is the birthplace of Kung Fu.

The camera cranes up to reveal they are standing on rock
shapes that resemble a yin yang symbol.

As the camera pulls further out, it pulls back through a
vision of Oogway doing Kung Fu moves.

FLASH FRAME -- Shifu leaps atop one of the rocks and looks
down at Po.

SHIFU (CONT'D)
Do you want to learn Kung Fu?

PO
(awestruck)
Yeah...

SHIFU
Then I am your master!

PO
Okay!

Tears of joy well up in Po's eyes.

SHIFU
Don't cry.

PO
Okay.

Po sniffs the tears back and smiles.

EXT. FIELD - LATER

Shifu leads Po out into an open field.

SHIFU
When you focus on Kung Fu, when you
concentrate...you stink.

Po scowls.

62.

SHIFU (CONT'D)
But perhaps that is my fault. I
cannot train you the way I have
trained the Five. I now see that
the way to get through to you is
with this!

Shifu produces a bowl of dumplings.

PO
Oh great, `cause I'm hungry.

SHIFU
Good. When you have been trained,
you may eat. Let us begin.

EXT. FIELD - LATER

Po's training unfolds -- deep breathing exercises, balance
tests, push ups, sit ups, climbing, etc. Through it all, he
never gets to eat, although he does indeed learn kung fu.

EXT. CLEARING - A MOMENT LATER

Shifu sets a bowl of dumplings on a boulder.

SHIFU
After you, panda.

Po stops short, suspicious.

PO
Just like that? No situps? No ten
mile hike?

SHIFU
I vowed to train you... and you
have been trained. You are free to
eat.

Po grabs one of the dumplings in his chopsticks.

SHIFU (CONT'D)
Enjoy.

Po raises the dumpling to his mouth. WHOOSH! Shifu snatches
the dumpling away and eats it himself.

PO
Hey!

63.

SHIFU
I said you are free to eat. Have a
dumpling.

Po reaches again as Shifu leaps across the table and kicks
the dumpling into the air.

PO
Hey!

Shifu eats it and Po scowls.

SHIFU
You are free to eat!

PO
(upset)
Am I?

SHIFU
(challenging)
Are you?!

Po and Shifu ready their chopsticks. Po slams the table and
sends the bowl of dumplings airborne. Back and forth, Po and
Shifu spar, vying for the dumplings. Until there is only one
left.

Shifu tries every trick to keep the dumpling away from Po. He
hides it underneath one of the bowls. He uses his chopsticks
as weapons to smack Po's chopsticks away. He attacks Po with
his bamboo staff.

But Po skillfully manages to best Shifu for the final
dumpling.

Shifu smiles. Po has passed the final test.

But then Po tosses the dumpling into Shifu's open hand.

PO
I'm not hungry... master.

Master and pupil bow to each other.

CUT TO:

EXT. MOUNTAIN PASS

The Five race toward a rope bridge stretched between mountain
peaks.

64.

Tai Lung appears at the other end of the bridge. He ROARS and
races toward them.

TIGRESS
Cut it!

The others slash at the ropes securing the bridge to the
mountain. Tai Lung is almost upon them when Tigress cuts the
final rope. But Tai Lung is too close -- Tigress must launch
herself into him. The two cats end up in the middle of the
bridge just as it starts to tumble into the canyon below. The
Five grab support ropes and hold on for dear life.

TAI LUNG
Where's the Dragon Warrior?

TIGRESS
How do you know you're not looking
at her?

Tai Lung laughs. It echoes off the mountain walls.

TAI LUNG
You think I'm a fool? I know you're
not the Dragon Warrior. None of
you!

The Five exchange quick, worried looks.

TAI LUNG (CONT'D)
(nodding confidently)
I heard how he fell out of the sky
on a ball of fire, that he's a
warrior unlike anything the world
has ever seen.

The Five exchange quick, confused looks.

MONKEY
Po?

TAI LUNG
So that is his name -- Po. Finally,
a worthy opponent. Our battle will
be legendary!

Tigress charges at him. The battle begins. Tigress punches
Tai Lung as he hangs from the bridge. But Tai Lung counters
with a maneuver that sends Tigress slamming backwards through
the bridge's wooden slats. Then Tigress gets choked by the
bridge's ropes. Monkey turns to Crane and Viper.

MONKEY
We've got this. Help her!

65.

Viper grabs Tai Lung, which causes him to let go of the
ropes. Tigress plummets down into the gorge... but Crane
manages to catch her. Viper punches Tai Lung repeatedly with
his own fist. Tai Lung manages to get a paw around Viper's
"throat".

VIPER
Monkey!

ANGLE ON MANTIS AND MONKEY. Mantis is straining to hold the
rope by himself.

MANTIS
Go!
(then)
Ack! What was I thinking?!

Monkey leaps into action, kicking Tai Lung in the chest and
sending him crashing through the slats of the bridge. He gets
back to his feet and starts running back to them on a single
strand of rope.

TIGRESS
Mantis!

Mantis whips his end of the rope, sending a sine wave
shooting toward Tai Lung. The rope whips Tai Lung in the face
and he gets tangled up. The Five see their chance.

TIGRESS (CONT'D)
Now!

Working as a team, the Five kick Tai Lung's butt every which
way. Tigress finally slashes the last rope holding up Tai
Lung. He plummets down... down... disappearing into the mist.
Mantis whips his end of the rope, returning his buddies
safely to the mountain.

The Five look relieved. But the relief is short-lived...

Tigress notices that the other end of the bridge is circling
the far mountain peak. Her eyes go wide with dread. The rope
whips up. But Tai Lung isn't there.

With a crash, he suddenly appears behind the Five.

TAI LUNG
Shifu taught you well...

Tai Lung jabs a finger at Monkey, who instantly freezes.

TAI LUNG (CONT'D)
But he didn't teach you everything.

66.

Tai lung lunges toward the rest.

EXT. TRAINING HALL - EVENING

Shifu and Po walk through the palace courtyard. Po has an
easy spring in his step.

SHIFU
You have done well, Panda.

PO
Done well? Done well?! I've done
awesome!

He swings his belly around and knocks Shifu off balance.

Shifu staggers back, regaining his dignity.

SHIFU
The mark of a true hero is
humility!

After a moment's thought, though, he leans toward Po -

SHIFU (CONT'D)
But yes...you have done awesome.

And he punches him playfully on the arm. Po smiles at him. As
they LAUGH, an indistinct figure appears in the clouds behind
them. IT'S CRANE!

Crane carries the five to the palace grounds, crashing in a
heap.

PO
Huh? Guys? Guys!

Po throws his backpack aside and runs over to them.

PO (CONT'D)
They're dead? No, they're
breathing! They're asleep?! No,
their eyes are open.

Crane struggles to lift his head.

CRANE
We were no match for his nerve
attack.

His head collapses to the ground.

67.

SHIFU
He has gotten stronger.

PO
Who? Tai Lung? Stronger?

Shifu starts freeing the Five. First Viper, then Mantis, then
Monkey releases suddenly from his paralysis -

MONKEY
He's too fast!

He delivers a Kung Fu punch to Po's head and then slowly
realizes where he is.

MONKEY (CONT'D)
Sorry, Po.

Shifu kneels before Tigress and works to free her.

TIGRESS
I thought we could stop him.

SHIFU
He could have killed you.

MANTIS
Why didn't he?

SHIFU
So you could come back here and
strike fear into our hearts. But it
won't work!

PO
Uh, it might, I mean, a little. I'm
pretty scared.

SHIFU
You can defeat him, panda.

PO
Are you kidding? If they can't--
They're five masters. I'm just one
me.

SHIFU
But you will have the one thing
that no one else does.

68.

INT. SCROLL ROOM - MOMENTS LATER

CLOSE-UP of the Dragon Scroll. Po stares at Shifu - then
looks up at the Scroll. Then back at Shifu -

PO
You really believe I'm ready?

SHIFU
You are, Po.

They look at each other. This is a big moment.

Oogway's staff hangs in a rack surrounded by candles. As Po
and The Five stand by, Shifu carries the staff over to the
reflecting pool. Shifu bows his head, then, eyes still
closed, he raises the staff up above his head. Po and the
others watch, expectantly. The peach blossom petals rise in a
flickering, spinning cloud up from the pool. The gentle
tornado rises up around the ceiling carving that holds the
Dragon Scroll. The petals loosen the scroll from the dragon's
mouth and it falls. At the last second, Shifu reaches out
with the staff to catch the scroll on the end of it. He turns
to Po, holding it out.

SHIFU (CONT'D)
Behold. The Dragon Scroll... It is
yours.

PO
Wait, what happens when I read it?

SHIFU
No one knows, but legend says you
will be able to hear a butterfly's
wing-beat.

PO
Whoa! Really? That's cool.

SHIFU
Yes. And see light in the deepest
cave. You will feel the universe in
motion around you.

PO
Wow! Can I punch through walls?
Can I do a quadruple back flip?
Will I have invisibility--

SHIFU
Focus. Focus.

69.

PO
Huh? Oh, yeah... yeah.

SHIFU
Read it, Po, and fulfill your
destiny. Read it and become... the
Dragon Warrior!

PO
Whooaa!!!

Po takes a deep breath. Then he grasps the tube and tries to
pull the top off it. It doesn't budge. He strains at it.

PO (CONT'D)
It's impossible to open.

He strains again. He tries to bite it off...

PO (CONT'D)
Come on baby. Come on now...

Shifu SIGHS and holds out his hand. Po passes him the tube.
Shifu pops the end off effortlessly and passes it back to Po.

PO (CONT'D)
Thank you. I probably loosened it
up for you though... Okay, here
goes.

He glances at the Five. They look on in awe. Monkey gives him
the `thumbs up.' Po starts to unroll the scroll, the golden
light bathing his face. Across the scroll we see Shifu,
excited that he is witness to history...

On Po's face as he finishes opening the scroll.

Then -

PO (CONT'D)
AAAAAAAAAAAAAAAAAAAAAAAAA!

Shifu looks concerned. The Five look concerned. Po looks
utterly terrified.

PO (CONT'D)
It's blank!

SHIFU
What?

PO
Here! Look!

70.

Po tries to show Shifu the scroll. Shifu covers his eyes and
turns his head away.

SHIFU
No! I am forbidden to look upon--

But he can't help himself. He takes a peek. Then he GRABS if
off Po. He turns it around, then upside down. He closes it
and opens it again, astonished.

SHIFU (CONT'D)
Blank? I don't...I don't
understand.

Shifu turns away, contemplative. What can this mean?

PO
Okay. So like, Oogway was just a
crazy old turtle after all?

SHIFU
No. Oogway was wiser than us all.

Po sits heavily on the floor, dejected.

PO
Oh, come on! Face it. He picked me
by accident. Of course I'm not the
Dragon Warrior. Who am I kidding?

The Five don't argue.

TIGRESS
But who will stop Tai Lung?

CRANE
He'll destroy everything...and
everyone.

Shifu puts the scroll back in its container and seals it. He
looks oddly calm as he turns around.

SHIFU
No, evacuate the Valley. You must
protect the villagers from Tai
Lung's rage.

TIGRESS
What about you master?

SHIFU
I will fight him.

71.

PO
What?

SHIFU
I can hold him off long enough for
everyone to escape.

PO
But Shifu, he'll kill you.

SHIFU
Then I will finally have paid for
my mistake.

The Five and Po look devastated.

SHIFU (CONT'D)
Listen to me, all of you. It is
time for you to continue your
journey without me. I am very proud
to have been your master.

Shifu salutes them and turns away. Po is heartbroken. Crane
steps forward and kindly puts a wing around Po, pulling away.

Po resists for a moment, then lets the Five lead him off.

CUT TO:

EXT. VALLEY

The Five arrive at the base of the stairs.

TIGRESS
We've got to get them out safely.

Monkey picks up a small child.

MONKEY
Come, little one. Let's find your
mama.

TIGRESS
Viper, gather the southern farmers.
Mantis, the north. Crane, light the
way.

They split up and begin helping the villagers evacuate. Po is
left by himself.

He makes his way through the bustling town.

72.

JR SHAW
(skeptically)
Look, it's the Dragon Warrior.

Po approaches the Noodle Shop.

PO
Hey, Dad.

PO'S DAD
Po!

Seeing Po, Po's Dad hurries over and wraps his arms around
his son. Po bends down to reciprocate the hug, as Po's dad
pulls away, having fastened an apron around Po's waist.

PO'S DAD (CONT'D)
Good to have you back, son!

PO
(listlessly)
Good to be back.

Po's Dad goes back to packing things up.

PO'S DAD
Let's go Po. So, for our next shop,
it's time to face it -- the future
of noodles is dice-cut vegetables,
no longer slices.

Dad starts to walk off, unaware that Po isn't following.

PO'S DAD (CONT'D)
Also, I was thinking, maybe this
time we'll have a kitchen you can
actually stand up in. Hmm? You like
that?

He turns and notices that Po hasn't moved. He walks to Po
sympathetically.

PO'S DAD (CONT'D)
Po, I'm sorry things didn't work
out. It just... wasn't meant to be.

Po slumps against the cart.

PO'S DAD (CONT'D)
Po, forget everything else. Your
destiny still awaits. We are noodle
folk -- broth runs deep through our
veins.

73.

PO
I don't know, Dad. Honestly,
sometimes I can't believe I'm
actually your son.

Dad is taken aback.

PO'S DAD
Po, I think it's time I told you
something I should have told you a
long time ago...

PO
Okay.

Dad pauses dramatically.

PO'S DAD
The secret ingredient of my secret
ingredient soup!

Po feigns excitement.

PO
Oh.

PO'S DAD
C'mere! The secret ingredient is...
nothing!

PO
Huh?

PO'S DAD
You heard me. Nothing. There is no
secret ingredient!

PO
Wait wait...it's just plain old
noodle soup? You don't add some
kind of special sauce or something?

PO'S DAD
Don't have to. To make something
special, you just have to believe
it's special.

Po looks at his father with dawning realization. He picks up
the Scroll.

For a moment, Po stares at his reflection on the scroll, then
he smiles serenely. He gets it now.

74.

PO
There is no secret ingredient...

Po turns back to look at the palace.

CUT TO:

EXT. JADE PALACE - DAWN

At the top of the stairs, Shifu looks upon the Valley,
awaiting his fate. With a gust of wind, Tai Lung appears
before him.

TAI LUNG
I have come home, Master.

SHIFU
This is no longer your home. And I
am no longer your master.

TAI LUNG
Yes. You have a new favorite. So
where is this...Po? Did I scare him
off?

SHIFU
This battle is between you and me.

TAI LUNG
So. That is how it's going to be?

SHIFU
That is how it must be.

They fight. At last. Tai Lung punches Shifu clean through the
doors of the Jade Palace.

Tai Lung enters.

TAI LUNG
I rotted in jail for twenty years
because of your weakness!

SHIFU
Obeying your master is not
weakness!

TAI LUNG
You knew I was the Dragon Warrior!
You always knew...

Dissolve to FLASHBACK.

75.

A young Tai Lung looks expectant. Oogway shakes his head.

TAI LUNG (V.O.) (CONT'D)
But when Oogway said otherwise,
what did you do? What did you do?!

Tai Lung looks to Shifu who averts his eyes and the past
dissolves into the present.

TAI LUNG (CONT'D)
NOTHING!

Shifu takes a Kung Fu stance.

SHIFU
You were not meant to be the Dragon
Warrior! That was not my fault!

TAI LUNG
NOT YOUR FAULT?!

Enraged, Tai Lung knocks over the Kung Fu artifacts and
throws them at Shifu.

TAI LUNG (CONT'D)
WHO FILLED MY HEAD WITH DREAMS?!
WHO DROVE ME TO TRAIN UNTIL MY
BONES CRACKED?! WHO DENIED ME MY
DESTINY?!

Shifu dodges each attack.

SHIFU
It was never my decision to make!

Tai Lung pulls Oogway's staff from the shrine.

TAI LUNG
It is now.

They fight. Tai Lung pins Shifu down with the staff.

TAI LUNG (CONT'D)
Give me the scroll!

SHIFU
I would rather die.

They struggle for a beat until finally, the staff splinters
into a hundred pieces. Shifu looks back at the pieces and a
flutter of peach tree petals fly by. Caught off guard, Shifu
gets kicked by Tai Lung into a column.

76.

Shifu climbs the column to the rafters. Tai Lung follows and
sends them both crashing through the roof.

Lightning flash.

Grappling in mid-air, Tai Lung gets his hands around Shifu's
throat as they crash back through the roof.

They kick apart. Shifu crashes to the floor and lands hard.
Tai Lung bounces off the wall and throws a lantern to the
floor. Flames go everywhere. Tai Lung's arms are aflame as he
charges at Shifu.

TAI LUNG
All I ever did, I did to make you
proud! Tell me how proud you are,
Shifu! Tell me! TELL ME!

THOOM! A fiery punch sends Shifu skidding across the floor
and crashing against the reflecting pool. The flames
extinguish and Tai Lung extends his claws.

SHIFU
(weakly)
I have always been proud of you.
From the first moment, I've been
proud of you. And it was my pride
that blinded me. I loved you too
much to see what you were becoming.
What I was turning you into. I'm...
sorry.

Tai Lung stops in his tracks. Shifu waits. Tai Lung's
expression goes cold. He grabs Shifu by the throat.

TAI LUNG
I don't want your apology. I want
my scroll!

He holds Shifu up to the ceiling. Looking up, Tai Lung
bristles when he sees the scroll is missing.

TAI LUNG (CONT'D)
WHAT? WHERE IS IT?!

Tai Lung slams Shifu to the floor.

SHIFU
(weakly)
Dragon Warrior has taken scroll
halfway across China by now. You
will never see that scroll, Tai
Lung. Never. Never...

77.

Tai Lung is furious. He roars, ready to strike Shifu.
Suddenly...

PO (O.S.)
Hey!

Tai Lung turns around to find Po standing in the doorway.

PO (CONT'D)
(out of breath)
Stairs...

Tai Lung casts Shifu aside.

TAI LUNG
Who are you?

PO
Buddy, I am the Dragon Warrior.
(exhales hard)
Huhhh...

TAI LUNG
You?! Him?!
(to Shifu)
He's a panda.
(back to Po)
You're a panda. What are you gonna
do, big guy? Sit on me?

PO
Don't tempt me. Haha. No. I'm gonna
use this. You want it? Come and get
it.

Po shows him the Dragon Scroll.

From out of nowhere, Tai Lung appears and punches Po across
the room, grabbing the scroll knocked from Po's hands.

TAI LUNG
Finally!

Po bounces off a nearby pillar and slams back into Tai Lung,
sending him flying into a column. Po puts on a brave face and
strikes a pose as Tai Lung recovers and charges. Po turns to
run.

Tai Lung quickly catches up and they both sail off the Palace
steps.

Po clings to the scroll as Tai Lung delivers a kick and sends
him crashing onto the theater rooftops below.

78.

Po rolls down off a tree and uses the recoil to whip back and
smash Tai Lung. He briefly skids across the rooftop and comes
right back at Po.

TAI LUNG (CONT'D)
That scroll is mine!

Down the Theater steps, Po and Tai Lung grapple for the
scroll. Po is oblivious to the effects of crashing down
stairs and in slow motion, his voluminous butt presses down
on Tai Lung's head. As they crash through the Gateway the
scroll is knocked loose. Tai Lung goes for the scroll but Po
snatches it away using a noodle lasso. The scroll flies
towards him and bounces off his head. Tai Lung leaps for it,
but Po grabs his tail and pulls him back down onto a cart
which see-saws Po into the air. In mid-air, Po slurps the
noodle.

Up and over the rooftops, Po lands in a grove of bamboo trees
and into a nearby wok shop. The scroll rolls to a stop in the
street.

As Tai Lung makes his move on the scroll, Po turns the array
of overturned woks into a shell game, sliding the woks around
to hide the scroll.

PO
Lightning!

Tai Lung knocks the woks away and exposes the scroll as Po
uses his bamboo stilts to block Tai Lung. The leopard swipes
out the stilts and brings Po down on top of him as the scroll
rolls down the steps towards the river.

Po gets thrown into a fireworks booth. As Tai Lung chases
down the scroll, he turns back to see Po flying through the
fireworks-filled sky.

Po slams through Tai Lung and crashes into a rock wall. The
scroll flies out of his hand and lands in the mouth of an
ornamental rooftop dragon. He looks back at Tai Lung, who
sees where the scroll has landed. Via the magic of cookie-
vision, Po effortlessly scales the building. Tai Lung is
shocked.

TAI LUNG
The scroll has given him power.
(then)
NOOO0!!

He takes a giant leap and kicks the wall. The resulting
shockwave collapses the building.

79.

Amazingly, Po skips across the falling roof tiles to reach
the scroll in mid-air as Tai Lung leaps up behind him and
unleashes a punishing blow that sends Po smashing into the
ground. As Tai Lung lands, he delivers a final devastating
punch.

As the dust settles, Tai Lung is looming over Po in the
impact crater.

TAI LUNG (CONT'D)
(out of breath)
Finally... oh yes... the power of
the Dragon Scroll... is mine!

Tai Lung grabs for the scroll and opens it. His face falls.

TAI LUNG (CONT'D)
It's NOTHING!!

Po stirs.

PO
It's okay. I didn't get it the
first time either.

TAI LUNG
(disbelief)
What?

Po gets to his feet.

PO
There is no secret ingredient. It's
just you.

Tai Lung snarls and lunges at Po.

TAI LUNG
RRRAAAH!

PO
AAAAGGGHH!

Tai Lung attacks Po's nerve points. But Po begins giggling.

PO (CONT'D)
Stop! Stop it! I'm gonna pee!
Don't! Don't!

Tai Lung's nerve attack has no effect on Po. Frustrated, he
delivers a double-fisted punch to Po's belly.

80.

The shockwave ripples through Po's entire body and Po's arms
come back and strike Tai Lung, sending the leopard crashing
back into a building. Po looks at his hands, amazed at what
he just did.

Tai Lung rises from the rubble and runs at Po again. But Po
strikes back, using an unorthodox panda-style technique, even
getting Tai Lung to chomp down on his own tail. Po gives Tai
Lung a butt bump that sends him crashing into a building. Tai
Lung emerges and attempts one more lunge at Po. But Po
prepares... and Tai Lung is swiftly met by Po's IRON BELLY!
He is launched into the air. Po waits... and waits... until
finally, Tai Lung appears in the sky and crashes to the
ground.

Tai Lung is battered, but still defiant.

TAI LUNG
(heavy breathing)
You... can't defeat me. You're just
a big, fat panda!

SCHWING! Po grabs Tai Lung's finger. Tai Lung's eyes go wide.

PO
I'm not a big, fat panda. I'm the
big, fat panda.

Po's pinky pops up. Tai Lung gasps.

TAI LUNG
The Wuxi Finger Hold!

PO
Oh, you know this hold?

TAI LUNG
You're bluffing. You're bluffing!
Shifu didn't teach you that.

PO
Nope. I figured it out.

He flexes his pinky...

PO (CONT'D)
Skadoosh!

KA-THOOM!

81.

EXT. VALLEY OF PEACE

A mushroom cloud appears over the Valley, sweeping past the
Furious Five and the fleeing villagers.

DISSOLVE TO:

EXT. VALLEY SQUARE - A LITTLE LATER

Villagers emerge from hiding. Po walks out from the mist
looking very much like the warrior from the opening dream.

KG SHAW
Look! The Dragon Warrior.

As he nears, we see that his hat is an upside down wok and
his scarf is a torn apron.

Villagers CHEER the Dragon Warrior. Po's Dad emerges from the
crowd.

PO'S DAD
That's my boy. That big, lovely
kung fu warrior is my son!

PO
Thanks, Dad.

Po hugs his dad. The wok falls off Po's head and rolls on the
ground until Mantis appears in frame and stops it. The rest
of the Five are with him. Po takes notice.

PO (CONT'D)
Hey, guys.

TIGRESS
Master.

Tigress bows deeply. The others follow.

FURIOUS FIVE
Master.

PO
(modest)
Master?
(then, remembering)
Master Shifu!

Po races toward the Jade Palace. He climbs the steps. Then
more steps.

82.

INT. PALACE - MOMENTS LATER

Po arrives breathless at the Jade Palace. Shifu is still
lying in the scroll room, his eyes closed. Po rushes to his
side.

PO
Master! Shifu! Shifu! Are you okay?

Shifu weakly opens his eyes.

SHIFU
Po! You're alive!
(then, darkly)
Or we're both dead.

PO
No, Master, I didn't die. I
defeated Tai Lung!

SHIFU
You did?!

Shifu smiles and shakes his head in disbelief.

SHIFU (CONT'D)
Wow. It is as Oogway foretold --
You are the Dragon Warrior. You
have brought peace to this Valley.
And to me. Thank you. Thank you,
Po. Thank you...

Shifu closes his eyes. He is still. Po starts freaking out.

PO
No! Master! No No No! Don't die,
Shifu. Please...

SHIFU
(eyes snapping open)
I'm not dying, you idiot-- ah,
Dragon Warrior. I'm simply at
peace. Finally.

PO
Oh. So, um, I should...stop
talking?

SHIFU
If you can.

Po nods reverently as Shifu closes his eyes again. Master and
pupil lie next to each other. The camera pulls up and back
away from them. Po tries to remain still, but it's hard.

83.

He's about to say something, but he stops himself. He fidgets
for a beat, then can't control himself any longer.

PO
Want to get something to eat?

SHIFU
(sighs)
Yeah.

IRIS OUT.

THE END