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Written here is the full transcript of DreamWorks Animation's full-length feature film Kung Fu Panda 4.

Character dialogue lines were originally written by the film's writers, Jonathan Aibel, Glenn Berger, and Darren Lemke. Descriptions shown between italicized brackets were written by contributors of this article.

Kung Fu Panda 4[]

(In a remote mine, the site is alight with activity, with goats mining and carting ore around.)

Goat Miner

[bleats] Hey.

Goat Miner 2

[bleats] Hey.

Goat Miner

[bleats] Hey.

Goat Miner 3

[bleats] Hey.

Goat Miner

[bleats] Hey.

Goat Miner 4

[bleats] Hey.

(Goat Miner 4, carting ore, feels the wind shift.)

Goat Miner 4

Hmm?

(The torches for the bridge blow out, revealing a familiar figure standing on the other side, eyes glowing yellow. Goat Miner 4 runs past the other miners screaming, bringing their attention to the figure: Tai Lung.)

"TAI LUNG"

That’s right. It is I, Tai Lung.

GOAT MINER 5

It can’t be.

GOAT MINER 6

Tai Lung.

"TAI LUNG"

I have returned to take what is mine. Which is everything that is yours.

("Tai Lung" throws a cart into a mining wheel, causing it to collapse.)

"TAI LUNG"

Let it be known from the highest mountain to the lowest valley that Tai Lung lives, and no one will stand in his way. Not even the great Dragon Warrior.

Scene: Where's the Dragon Warrior?

(Mr. Ping's Noodle and Tofu Shop, where kids run around paper figures of the Dragon Warrior.)

MR. PING

Oh, where is Po? He was supposed to be here hours ago.

LI

Ping, will you please just relax?

MR.PING

I am relaxed!

LI

Okay. I’m sure Po is fine.

MR. PING

But what if he’s sick? What if he’s hurt? What if he’s hungry?

[whimpers]

LI

Don’t get your noodles in a twist. If I know our son, he’s probably just kicking back and catching some rays.

Scene: Panda vs Ray

(Scene change: Docks)

(Said son dashes across the boardwalk, meeting a wild stingray with a kick.)

PO

Kung fu!

(Po lands in a ready pose, smile on his face. The sting ray crashes through the path in front of him.)

PO

Whoa! That’s bad.

(The sting ray crashes through the path behind him.)

Whoa! Getting worse.

(Finally, the sting ray crashes through the part of the path Po's on, forcing him to balance on thin wooden posts.)

PO

Whoa! Ah, come on!

(The stingray leaps out of the water - Po swings on the post he's on, bending the wood before flinging himself towards the stingray with an extended fist.)

[screaming] Ha-ha!

PO

Okay, big guy. We’re really gonna have to wrap this up.

(Po expertly wraps the stingray with it's own tail, riding it as the creature crashes onto the wooden path. Po stomps on it's head, making it spit out a bunny...)

VILLAGE BUNNY

Whee!

(...a piglet...)

VILLAGE PIGLET

Oink.

(...and another piglet.)

Oink.

VILLAGE CHILDREN

Again, again!

That was fun.

Let’s do that again.

PO

[chuckles] And next time, keep your surf off their turf.

(Po stands triumphantly as the villagers cheer.)

Scene: He's Back (and late)!

(Scene change: Village - Entrance)

(Po runs towards the bridge leading to his village.)

PO

I’m late. I’m late. Ooh, I’m late.

(A group of fans have gathered on the bridge, clamoring to see the Dragon Warrior.)

FAN #1

The Dragon Warrior is back!

FAN #2

It’s the Dragon Warrior!

PO

Was, is and always will be.

FAN #3

We love you, Dragon Warrior!

PO

And I love you too, adoring fan.

FAN #4

Sign my scroll.

FAN #5

Sign my hat.

FAN #6

Sign my shirt.

PO

Okay, okay. I’ll sign whatever you want.

SHIFU

PO!

PO

Master Shifu! Here, let me just…

(Po tries wiping the signature off on Shifu's forehead, but only succeeds in smearing the ink.)

PO

There, that’s much… worse.

SHIFU

We have to talk.

PO

Absolutely. Let’s talk. Right after the ceremony. Let’s go!

(Po rushes through Shifu and the crowd of fans.)

SHIFU

Ceremony? What ceremony?

Scene: Where's the Five?

(Scene change: Mr. Ping's Noodle House.)

(Po holds up the Staff of Wisdom for all to see.)

PO

The Staff of Wisdom.

FAN

Ooh.

PO

Given to me by Master Oogway himself.

FANS

Aah.

PO

It is said that whoever possesses this staff has the power to travel between the realms. The power to unlock the door to the Spirit Realm. And now, the power to open the all-new Dragon Warrior Noodles and Tofu.

[cheering]

PO

Where the broth has kick...

(Po kicks, sending a gust of wind through the crowd.)

PO

...and the bean curd’s a knockout.

(Po punches the ground, sending out a shockwave.)

VILLAGE BUNNY

Dragon Warrior! Will the Furious Five be here too?

PO

Unfortunately, no. They’re off on super cool kung fu missions.

(As Po explains, the animation switches to use Po's action figures of the Five to represent the Five.)

Tigress is taking on the free-range chicken gang.

Monkey’s hot on the trail of the missing macaque.

Crane was crowned king of the Crocodilians.

Crocodilians

Crane!

PO: Long story.

Viper’s wrappin' up peace talks between the cobras and the mongooses.

Or is it mongeese?

And Mantis?

Well, he’s just trying to keep his blushing bride from bitin' his head off.

(The head of the Mantis figure pops off, landing in Po's palm. He hands it to the Village Bunny.)

PO

Just ’cause they’re not here in person doesn’t mean they’re not here as life-sized cut-outs.

(Cut-outs of the Five roll out.)

PO

Now, who wants a picture? Okay, okay. One at a time.

VILLAGER

Oh! Me, me, me! Me!

(Po holds the young villager close, waiting for the artist to finish.)

PO

You.

PIGLET

My turn! My turn!

(Po grabs another small figure, holding it close as the artist works.)

PO

And then you.

(The villagers gasp, with the finished portrait revealing that he picked up Shifu. Shifu growls, annoyed.)

PO

He really captured your disapproving scowl.

SHIFU

We need to talk. Now.

(Shifu jumps down, taking his staff and walking off.)

PO

Hey, can I get one of those in a wallet size?

SHIFU

PO!

PO

Coming.

(Po grabs his staff and follows Shifu.)

Scene: The Next Step

(Scene change: Jade Palace - Steps)

SHIFU

Do you remember the first time you climbed these steps to the Jade Palace?

(Po collapses, out of breath.)

PO

How could I forget? I thought I’d never make it to the top.

SHIFU

Yes, but you persevered. And once again, destiny calls for you to take the next step on your journey.

PO

The next step? What are you talkin' about? I’ve already taken all the steps. Haven’t I?

SHIFU

It is time for you to choose your successor.

PO

Successor for what?

SHIFU

A successor to be the next Dragon Warrior.

PO

Oh… [chuckles] Yeah, I get it. Funny, ’cause I’m the Dragon Warrior.

(Realizing Shifu is serious, Po's smile drops.)

PO

Whoa, whoa, whoa. Wait, wait. You mean, I’m not gonna be the Dragon Warrior anymore?

SHIFU

Exactly.

PO

Then what am I gonna be?

SHIFU

Once a successor is chosen, you will advance to the highest level in all of kung fu. Spiritual Leader of the Valley of Peace.

PO

Whoa. I don’t know what that means.

(The two reach the top of the stairs.)

SHIFU

It’s just like Master Oogway before you. You will oversee the Valley, passing along wisdom and inspiring hope.

PO

Look, I appreciate the promotion. I think I’m just gonna stick with the whole “Dragon Warrior” thing.

SHIFU

“Dragon Warrior thing”? What is it you’re holding?

PO

[muffled] A cookie?

SHIFU

Other hand.

PO

The Staff of Wisdom.

SHIFU

It was given to you by Master Oogway.

(Shifu smacks the cookie out of Po's hand with his staff.)

SHIFU

Do you really think it was so you could open a restaurant? Or pose for pictures?

PO

He wasn’t super specific.

SHIFU

Oogway entrusted you with that staff so you could follow in his footsteps and become something better than you already are.

PO

(Holds out the Staff of Wisdom to Shifu.) You take it.

SHIFU

No. Oogway did not give it to me. Being the next Oogway is not my destiny, which I have accepted and am at peace with. Really. It’s fine.

PO

You don’t sound fine.

SHIFU

I’m very fine!

PO

Okay, you’re fine.

SHIFU

This is an honor. Oogway chose you as his successor, and now you must choose yours.

PO

Master Shifu, I finally found somethin' I’m good at, and now you wanna just take it away from me?

SHIFU

No one is taking anything away, Po. Who you are will always be a part of what you become.

(Shifu partially transfers his chi to a small plant, causing it to bloom.)

PO

Yeah, but where’s the “skadoosh”? You know what I mean? The “shasha-booie”? I don’t wanna seem ungrateful, but I don’t know anything about passing on wisdom or inspiring hope. All I know are two things. Kickin' butt and taking names. And if I’m being completely honest, I’m not even that good at the name-taking. (Taps the tip of the Staff of Wisdom.) Like, who was that fire-breathing crocodile? I wanna say Steve…

SHIFU

You were chosen to bring peace to the Valley, and there are other ways to bring peace than simply kicking butt.

PO

Well, sure. But not any fun ones. Please. Being the Dragon Warrior is all I know. It’s who I am.

SHIFU

Not anymore. The Valley of Peace needs a Spiritual Leader, and Master Oogway chose you. You’ll start interviewing candidates first thing tomorrow morning.

PO

Candidates? What candidates?

(The door closes in his face. Scene change: Palace Arena)

Scene: The Candidates

(In the arena, villagers cheer as the candidates stand ready. First, two pigs launch a group of fruits into the air. A bull with twin swords leaps into the air, and slices them mid-air. When he lands, the fruit pieces fall to create small statues of Po and Shifu.)

PO

Awesome!

(Next, a pig with metal armor holds out six flaming rings, before throwing them into the air. He flies through each ring before landing and catching each ring as they extinguish themselves.)

PO

No way!

(An antelope holding a two-bladed staff kicks a stack of bricks upwards. Holding the staff in his horns, the candidate joins the bricks in the air, shredding them into pieces as he ascends.

PO

Wow!

(A pig painted black and white poses while wearing a red cape.)

PANDA PIG

Skadoosh.

PO

Fantastic pose.

[A imposing mountain goat repeatedly breaks boulders, screaming with each one broken.]

PO

Whoo-hoo! Nice.

SHIFU

Master Po will now choose the next Dragon Warrior.

VILLAGERS

[chanting] Dragon Warrior! Dragon Warrior! Dragon Warrior! Dragon Warrior!

PO

So many great candidates. I’m gonna let the finger decide.

(Po points to the candidates...)

PO

Wait. Whoa. Whoa. What is happening?

(...only for his finger to land at himself.)

PO

The Dragon Warrior. It’s me!

[The crowd groans as the Mountain Goat Candidate screams in outrage.]

Scene: Inner Peace (or is it Peas?)

(Scene change: Peach Tree of Heavenly Wisdom)

(Po and Shifu walk up the steps to the tree.)

SHIFU

Like it or not, Po, you have to choose a successor.

PO

[Chewing on a peach] Eh. Nothing about them says “dragon” or “warrior.”

SHIFU

You will know when you know.

PO

How do I know when I know? You know?

SHIFU

[sighs] When I’m conflicted, I come here to ask the universe for answers. Just as Oogway did before me.

PO

I’m not conflicted. I’m just not ready for a next step.

SHIFU

What is that you’re holding?

PO

The Staff of Wisdom?

SHIFU

Other hand.

PO

A chewed-up peach pit?

SHIFU

Exactly. Every pit holds the promise of a mighty tree.

PO

Uh, how is this gonna help me find the answers?

SHIFU

Don’t ask me. Ask the universe. Be the pit, Po. Be the pit.

(Shifu leaves, leaving Po alone on the hill.)

PO

[Straining as he sits.] There we go. All right, universe. Give me some guidance.

(Po mentally speaks to himself as he meditates.)

PO

Inner peace.

Inner peace.

Inner peace.

Dinner, please.

Dinner with peas.

Snow peas?

In a sesame soy glaze.

[Po's eyes open, frustrated at his lack of concentration. He closes them again.]

PO

Inner peace. Inner peace.

[Po inhales deeply, before opening his eyes again. He slouches, already tired.]

PO

This is not working at all.

(A floating version of Po's head appears on his right.)

PO's INNER VOICE #1

Maybe focus on your breathing?

PO

I’m trying, but it’s kinda hard when you keep talkin' to me.

PO's INNER VOICE #1

Technically, you’re talking to you, if you think about it.

(Another head appears on Po's left.)

PO's INNER INNER VOICE (#2)

Hey, will you two be quiet? I’m trying to concentrate here.

PO's INNER VOICE #1

Wait, if I’m Po’s inner voice, then who are you?

PO'S INNER INNER VOICE (#2)

Uh, I’m Po's inner, inner voice.

PO

How many voices do I have in there?

(Multiple heads appear around Po, talking at the same time.)

PO INNER VOICE #3

You do not want to know.

PO's INNER VOICE #4

This dirt is itchy.

PO's INNER VOICE #5

I just love kung fu.

PO's INNER VOICE #6

What am I gonna be?

PO's INNER VOICE #7

Are we alone in the universe?

PO's INNER VOICE #8

You guys thought it was awesome, right?

[The voices overlap, eventually causing Po to scream in irritation. The voices disappear one by one in puffs of smoke. ]

PO's INNER VOICE #9

Anyone want a cookie?

[A gust of wind catches Po's attention, as a cloud of peach blossom petals swirling in the air. Po looks up, watching them.]

PO

Universe? Is that you?

[Po Inhales excitement at the sight, causing a few petals fly into his open mouth. He quickly chokes, coughing them out. Noticing a figure sneaking into the Jade Palace, he frowns.]

Scene: Meet Zhen

(Scene change: Hall of Warriors. Po bursts through the doors, Staff of Wisdom in hand. )

PO

Attention, mysterious figure! The Dragon Warrior’s here to perform justice.

[Po poses with the Staff]

PO

I know you’re in here. Just a matter of time before I find you. Ooh.

[Stopping by a nearby plate, Po preens himself in it's reflection, lifting his gut. Turning around, he's unaware of the thief hiding on his back, plate in hand before slipping off.]

PO

You can’t hide from justice forever.

[The figure snatches a pair of weapons from it's pedestal, something Po barely catches. Looking at a statue of Oogway, he notices the thief in the reflection of one of the statue's bronze eyes. As the thief lifts the Dagger of Deng Wa, Po is seen in its reflection, pointing the staff at them.]

PO

The Dagger of Deng Wa. You’ve got excellent taste, I’ll give you that. But I can’t give you that. Give it back.

ZHEN

If you insist.

[Zhen throws the Dagger at Po - he throws the Staff in the air and redirects the Dagger to the ground. Po holds up his hand for the Staff, which lands right next to him. Briefly embarrassed, Po flips the Staff back to his hand. ]

ZHEN

Oh, no! He’s got a walking stick. What are you gonna do, stroll me to death?

PO

This stick is not for the strolling. It’s the Staff of Wisdom.

ZHEN

The Dragon Warrior is gonna be mad when he finds out you took his stick.

PO

I am the Dragon Warrior.

ZHEN

I’m just gonna say it. Nothing about you says “dragon” or “warrior.”

[Annoyed, Po charges towards Zhen, who evades, grabs two unlit torches, and runs up a pillar. She kicks off - her hood pulling back - flying over an astonished Po.]

PO

Whoa.

[Zhen spills the oil from the torches onto the floor, causing Po to slip and slide awkardly on the slippery surface.]

Hi-yah! How dare you desecrate the Hall of Heroes?

ZHEN

Who’s desecratin' what now?

PO

Master Ostrich’s Egg!

ZHEN

Oops, my bad. Hi-yah!

[Another artifact flies towards Po, restraining his arms.]

PO

The Indestructible Chain Hammer of Master Pangolin.

ZHEN

Whoopsies.

[Zhen knocks over another pillar. creating a domino effect. Po rushes over, managing to balance them all in his arms, catching the Dragon Scroll in his mouth.]

PO

The Urn of Whispering Warriors! Which I’ve already broken! Twice!

ZHEN

Why would you keep an urn of souls? Feels kinda creepy.

[Knocking the Urn away with her tail, Po catches it with the Staff; the whispering warriors within murmur, while Po sighs in relief. Zhen stands on Po's back, looking down at him.]

ZHEN

Are you doin' okay there, big guy? You’re lookin' a little tired.

PO

I’ve never felt more awake!

[Po kicks Zhen off, knocking her into a pillar holding...]

PO

The War Hammer of Master Chipmunk?

[The hammer hits the urn, causing it to break yet again. The whispering warriors groan. Angered, Po gets to his feet.]

PO

You’re gonna pay for that.

[Po gasps at Zhen, who lies motionless.]

PO

Hello?

[Poking Zhen with the Staff, one of her eyes suddenly shoots open. This surprises Po long for Zhen to kick him, knocking the Staff out his hands . Po slides on the oil-stained floor, his head brushing against the pieces of the shattered Urn of Whispering Warriors. The spirits groan. seemingly in exasperation. Zhen catches the Staff out of the air.]

PO

You faker.

ZHEN

It’s not faking. It’s called Method. Catch ya later, panda.

PO

No.

[Po slowly gets to his feet, managing to free his hands. Zhen turns to leave, only for two of the pedestals to slide in front of her and close the doors.]

PO

I think I’ll catch you now.

[Using the War Hammer of Master Pangolin, Po hits multiple pillars towards Zhen, who is forced to dodge them.]

ZHEN

Whoa!

[grunting]

Whoa!

Whoa!

[Zhen is caught between the two pillars, allowing Po to grab the Staff of Wisdom from her hands.]

PO

Told ya.

ZHEN

You got me, oh-great-and-powerful Dumpling Warrior.

PO

That’s Dragon Warrior… [yelps]

Scene: No Matter How Small

(Scene change: Village. Zhen is thrown into a wooden cage, the door quickly locking behind her.)

ZHEN

Let go of me. Just tell me one thing. How did someone like you become the Dragon Warrior?

PO

That’s a mystery for you to solve during your two-year stay at the Valley of Peace prison.

ZHEN

Valley of Peace prison? [Scoffs] Sounds like a day care.

PO

It is a day care on the weekends. But it’s also a prison.

RAM MINER

There he is!

Dragon Warrior!

RAM FOREMAN

Tai Lung is back.

PO

Tai Lung has returned?

RAM FOREMAN

He demanded all of our iron, then destroyed our quarry.

PO

He’s supposed to be in the Spirit Realm.

RAM FOREMAN #1

Well, he’s back.

RAM FOREMAN # 2

He said that he’s not gonna stop until the Valley of Peace falls and the Dragon Warrior bows before him.

RAM FOREMAN # 1

He’s back.

RAM FOREMAN # 3

Please, you’ve gotta do something.

ZHEN

Looks like I’m not the only one around here with a mystery to solve.

[Po watches as Zhen is carted away.]

ZHEN

Well, you know what they say every step leaves a footprint, no matter how small.

(Po walks through the snow-covered remains of the mine, noticing a series of footsteps changing from large to small.)

PO

Every step leaves a footprint, no matter how small.

Scene: In the Know

(Scene Change: Valley of Peace Prison)

PO

Very clever, fox. You know something.

ZHEN

Maybe I do, maybe I don’t. Okay, I do. I really, really do.

PO

Tell me.

ZHEN

And why should I? I mean, what’s in it for me?

PO

The peace of mind knowin' you did the right thing.

ZHEN

You’re adorable. Has anyone ever told you that? And I don’t mean just in, like, the cuddly sense.

PO

I don’t have time for games. Tai Lung is running loose in the Valley of Peace.

ZHEN

Maybe. Or maybe she wants you to think it was Tai Lung.

PO

Wait. She?

ZHEN

Mine!

[Zhen suddenly has Po's lantern in her hands.]

ZHEN (V.O.)

The Empress of Disguise, capable of taking any form, mimicking any shape. The master of deception. The lizard of lies with the glowin' teal eyes. I’m talkin' ’bout…

ZHEN

The Chameleon.

[The guards and Po gasp. Noticing them, Po gestures for them to leave.]

PO

This is kind of a private conversation.

[The guards quickly leave.]

PO

Who’s The Chameleon?

ZHEN

Only the most powerful shape-shifting sorceress.

PO

So she shape-shifted into Tai Lung. But what does she have against me and the Valley of Peace?

ZHEN

These are good questions. You should ask her.

PO

You’re right. How do I find this “The Chameleon”?

ZHEN

She isn’t someone who can be found. At least not without someone in the know.

PO

And how do I find someone “in the know”?

ZHEN

[sighs] Oh! It’s me. It’s obviously… It’s me. I’m in the know.

PO

Forget it. I’ll find her on my own.

[Po leaves.]

ZHEN

Good luck. After all, how hard can it be to find someone who can look like anyone, blend in anywhere?

[Po comes back.]

PO

Fine. You lead me to The Chameleon, and I’ll see what I can do about reducing your sentence.

ZHEN

Deal.

[Po sighs before the entrance door swings open. Shifu enters, aggravated.]

SHIFU

Po!

PO

[yelps]

SHIFU

What do you think you’re doing?

PO

[stammers] There’s this shape-shifting sorceress on the loose and…

SHIFU

That’s a job for the Furious Five.

PO

Well, they’re not here, and someone needs to protect the Valley of Peace.

SHIFU

Look, I know that change is difficult and that you enjoy being the Dragon Warrior, but your job is finding a successor.

ZHEN

The Dragon Warrior and I have a deal. Mind your own business, squirrel.

PO

Master Shifu is not a squirrel.

SHIFU

I’m a red panda.

ZHEN

You know what? I love that for you.

SHIFU

Po, this is your decision. But I think you know what choice Master Oogway would want you to make.

[Po stares ahead, thinking on Shifu's words. The door swings open, with Zhen and Po leaving. Shifu follows them out, confused.]

ZHEN

Thanks for the free stay.

SHIFU

What are you doing?

ZHEN

Little dank for a day care.

SHIFU

Wait!

ZHEN

Not bad for a jail.

SHIFU

Where is she going? You can’t leave.

PO

Don’t worry, I’ll have her back before you even know she was gone.

SHIFU

You are supposed to be passing along wisdom and inspiring hope!

PO

Just think of it as one last Dragon Warrior adventure. I’ll be back soon. Tell my dads I love ’em. I can’t hear you anymore! Bye!

[Shifu realizes that he has been handcuffed to one of the guards and groans.]

Scene: Given to Gain

(Scene Change: Forest)

ZHEN

Yeah! It sure is good to be a free fox again. [Zhen sees the Staff of Wisdom] That’s a good back scratcher. Yoink! (She takes the Staff of Wisdom of Po's back.)

PO

Hey!

ZHEN

So, does this really unlock the door to the Spirit Realm?

PO

It doesn’t work like that. It has to be given in order to gain its powers.

ZHEN

Gotcha. Given to gain. So, can I have it?

PO

(Takes the Staff back) No! What do you take me for?

ZHEN

An easy mark.

PO

What’s an easy mark?

ZHEN

Someone who’s easy to steal from, usually because they’re generous and too trusting. Like you.

PO

Aw, thank you.

Scene: Rumor and Hearsay

(Scene change: Mr. Ping's Noodle House)

BUNNY VILLAGER

I heard The Chameleon is a monster with an appetite of a thousand predators, and her favorite food is panda.

[]

They say this Chameleon character has magical powers.

[]

If you say her name three times, she’ll take you away in the night!

[bunnies crying]

PIG VILLAGER #1

The Chameleon can shape-shift to look like anyone, even you.

PIG VILLAGER #2

Or you.

CHILD BUNNY VILLAGER #1

Mr. Li! Mr. Li! Is it true?

CHILD BUNNY VILLAGER #2

Po’s goin' to take down an evil sorceress?

The… The Chameleon?

LI

[chuckles] Well, a Dragon Warrior’s work is never done.

MR. PING

Li, I’m thinking Po teaming up with a convicted felon to take down an evil sorceress wasn’t such a great idea.

LI

Relax. Po has faced demons, demigods, and everything else in between. He’s always come out on top.

MR. PING

You’re right. You’re right. But what if you’re wrong?

LI

Calm down, Ping. How bad can one evil sorceress be?

Scene: The "Big" Bad Chameleon

(Scene change: The Chameleon's Fortress. Four crime boss sit around a table.)

BEAR CRIME BOSS

Who is she to summon us?

CROCODILE CRIME BOSS

Classic power move.

BADGER CRIME BOSS

We’re the heads of Juniper City’s most prominent crime families.

BEAR CRIME BOSS

And she’s just some bug-eyed, power-hungry reptilian runt.

CROCODILE CRIME BOSS

You left out the evil sorceress part.

BEAR CRIME BOSS

We used to run this city. Now we pay her half the money we swindle.

WOLF CRIME BOSS

It’s like a criminal can’t make an honest living anymore.

CROCODILE CRIME BOSS

Yeah, but what could we do?

BEAR CRIME BOSS

Together, we can take her down.

[The Badger and Wolf Crime bosses all gasp.]

CROCODILE CRIME BOSS

Are you nuts? She’s a shape-shifter. She could be at this very table, and we’d have no idea. For all we know, you’re The Chameleon! (points at Badger Crime Boss). Or you’re The Chameleon! (points at Bear Crime Boss)

CROCODILE CRIME BOSS

Or maybe…

BADGER CRIME BOSS

Oh, no.

CROCODILE CRIME BOSS

Maybe…

BADGER CRIME BOSS

Don’t say it.

CROCODILE CRIME BOSS

[as The Chameleon]I’m The Chameleon.

[The "Crocodile Crime Boss" shifts, revealing "him" to be the Chameleon.]

BADGER CRIME BOSS

I said don’t say it.

BEAR CRIME BOSS

We obviously spoke out of turn.

WOLF CRIME BOSS

Sorry, Chameleon.

THE CHAMELEON

No, no. Don’t apologize. You and your families prospered by preying upon the weak, so it doesn’t feel good when you’re the one being squeezed. Especially when the one doing the squeezing is just a “bug-eyed, power-hungry”… what was the rest?

BEAR CRIME BOSS

Reptilian runt.

THE CHAMELEON

Well, this “reptilian runt” wants more.

BEAR CRIME BOSS

You already have the city. What else could you possibly want?

THE CHAMELEON

I have something special in mind. I’m very close to achieving it. As close as the blood moon.

WOLF CRIME BOSS

But the blood moon is two nights away.

THE CHAMELEON

So little time, so many expenses. Which is why I’ll need to increase this month’s tribute to 60%.

BEAR CRIME BOSS

(Swipes a cup away)

No.

(The Chameleon turns to the Bear Crime Boss, surprised.)

THE CHAMELEON

What was that now?

BEAR CRIME BOSS

I mean no disrespect.

THE CHAMELEON

Don’t worry. I forgive you for the impudence and the backstabbing. And the blatant disrespect you’ve shown me, I forgive. But I never forget. You might say I have the memory…

BADGER CRIME BOSS

Oh, don’t say it.

THE CHAMELEON

Of an elephant.

(The Chameleon transforms into Master Elephant. The Crime Boss cower in fear.)

THE CHAMELEON (AS MASTER ELEPHANT)

You think I’ve pushed you too far?

(The Chameleon slowly walks the Bear Crime Boss back towards the table's edge.)

Then you, my friend, can’t begin to fathom just how far I can push.

(Using her trunk, the Chameleon pushes the Bear Crime Boss off the table. The other Crime Bosses quickly move down the stairs.)

THE CHAMELEON

(transforms back to her normal form)

I’ll expect your tributes by dawn.

Scene: What's the Catch?

(Scene change: Bamboo Forest)

ZHEN

Are we gonna stop for lunch soon?

PO

Justice doesn’t stop for lunch. But it does take the occasional time-out for snack age.

(Po pulls an almond cookie from his pack.)

PO

Wanna split my almond cookie?

ZHEN

You’re just gonna give me half of your cookie out of the goodness of your heart?

PO

Mm-hmm.

ZHEN

What’s the catch? The rub? The bamboozle?

PO

The “bam-what-le”?

ZHEN

You know, the fleece. The rook. The flimflam.

PO

Do you want the cookie or not?

[Zhen quickly swipes the cookie, feverishly eating it.]

ZHEN

(mouth full) I got my eye on you.

PO

How much farther is it to this “The Chameleon”?

ZHEN

Just a little farther.

Scene: Our Baby!

(Scene change: Mr. Ping's Noodle House)

[Mr. Ping slips through a small panel, while Li climbs over the wall, both ready for a long trip. Making eye contact, the two fathers scream at each other.]

MR. PING

Li! What are you doing out here in the middle of the night?

LI

Well, I… I… I… didn’t wanna miss the blood moon rising.

MR. PING

Oh, poh. You are just as worried as I am.

LI

All right, all right. I know pandas come across as calm, gentle and chill, but… [chuckles] …the truth is I’m kinda freaking out!

MR. PING

So am I. Po is just too calm, gentle and chill to face a shape-shifting sorceress. What if he’s captured? What if he’s tortured? [Gasps]

MR. PING/LI

Our baby!

MR. PING

Okay, okay. Maybe Po has finally met his match, but there is still something that he has that The Chameleon does not.

LI

What’s that?

MR. PING

Us. Now, let’s go find our son.

[The two fathers begin walking out of the Village.]

LI

I hope Po's okay.

MR PING

You know, Li, a wise goose once said, “Worrying doesn’t make the broth boil any faster.”

LI

Who was that idiot?

MR. PING

Me, of course. I was the wise goose.

LI

Oh, yeah.

Scene: On the Horizion

(Scene change: Outside of the Happy Bunny Tavern)

PO

Whoa. That’s the biggest village I’ve ever seen.

ZHEN

That’s no village. That’s Juniper City.

PO

That’s where I’ll find The Chameleon, huh?

ZHEN

Just a boat ride away. And I’m gonna lead you right to her front door.

(The two approach a building situated on a cliff.)

PO

Are you sure we’ll find a boat captain in there?

ZHEN

For the right price, those cutthroats will take us anywhere we want to go. Of course, we could always opt for the four-finger discount.

PO

No stealing.

Scene: The Happy Bunny Tavern

(Scene change: Happy Bunny Tavern)

“The Happy Bunny Tavern”. Well, that sounds inviting.

(A screaming bunny flies out the door, bounces off Po's belly, and lands on the ground.)

[Po and Zhen enter, the former holding up the rabbit.]

PO

Anybody lose a rabbit?

GRANNY BOAR

Stir faster!

[A bunny does so with a whimper.]

DISHEVELED BUNNY

Welcome to the Happy Bunny Tavern.

PO

I’ll find us a ride. Maybe you can get us some food. [As Po bends down to take his backpack off, an axe narrowly misses his head, embedding itself in the wall.] And stay out of trouble.

[Zhen walks up to a table where a group of bandits are playing Mahjong - Granny Boar sits with them.]

ZHEN

Hey, what you guys playin'?

GRANNY BOAR

Mah-jongg. And the stakes are high.

ZHEN

Can I play? Surely you’ll go easy on a beginner, ’cause I’m very beginning.

[gamblers chuckle]

PO

Hey there.

BARTENDING BUNNY

What can I get you?

PO

A boat ride to Juniper City.

BARTENDING BUNNY

Ask this guy.

[The bartender slides a cup of boiling water to the pelican, who drinks it immediately.]

PO

Who’s he?

BARTENDING BUNNY

He’s the captain.

PO

Thanks.

[Po places a tip in the jar - a second later, a wolf customer takes said tip. The bartending bunny sighs. Meanwhile, Zhen slides a large group of tiles towards herself.]

ZHEN

Oh, I win again. Beginner’s luck, I guess.

GRANNY BOAR

Never played before, huh?

ZHEN

I’m sorry, are you accusing me of cheating? I would like to speak to the manager, please.

GRANNY BOAR

I am the manager.

[Po sits with the pelican at the bar.]

CAPTAIN

I’ll give you a boat ride to Juniper City, but I won’t carry anything illegal. I don’t want any trouble.

PO

[chuckles] Trouble runs from me.

CAPTAIN

[squawks] Then it’ll cost you double.

PO

I’m confused. Should I have said that I like trouble?

CAPTAIN

In that case, it’ll cost you triple.

PO

Oh. Uh, maybe we can go back to the double price?

[A fish emerges from inside the pelican's bill, revealing himself to be the captain. The Captain quicky draws a small sword and slices open the bag of coins.]

CAPTAIN

You got a deal.

PO

Great. Do I shake his hand or your hand?

[Zhen sits a table filled with steaming food. A bunny waiter walks up to her.]

BUNNY WAITER

Can I get anything else for you, ma’am?

ZHEN

Yes. Everything, again. Except for the broth. It was very bland.

GRANNY BOAR

Keep stirring!

(The bunny stirs with renewed vigor. Po arrives at the table, lighting up at the amount of food.]

PO

Whoa! One of everything is my go-to order. But how did you pay for this?

ZHEN

Legally. Lawfully. Fair and square.

PO

I’m proud of you.

[Po pats Zhen on the back, causing multiple mahjong tiles to fall out of her tail. The gamblers gasp as they realize that she has been cheating them, while Granny Boar snorts in growing anger. Zhen quickly tries to usher a still-eating Po towards the exit.]

ZHEN

Oh, wow! Look at the time. Remember we have to do that thing down by the place with that guy?

[Their way out is blocked by Granny Boar and her bandits.]

GRANNY BOAR

Did you actually think you could grift a meal out of me?

PO

[gulps] There’s gotta be some sort of misunderstanding here.

(All of the bandits point the weapons at the two. Po gives Zhen a look before turning back to the armed tavern patrons.)

PO

And apparently, I’m the one misunderstanding. Please allow us to pay for our meal and yours too.

GRANNY BOAR

I’m only hungry for…

PO

Dumplings?

GRANNY BOAR

Vengeance!

ZHEN

Well, then, come and get it.

PO

No! No, no, no! Don’t come and get it!

GRANNY BOAR

Destroy them!

(The tavern patrons and boar bandits rush Po and Zhen, the two fending them off. The tavern starts to tilt on it's foundations. One of the taveners bumps into Chip, knocking Fish out of her bill and towards a fireplace. Po quickly grabs him using chopsticks.)

PO

I got it!

[creaks, thuds]

[Po saves one bunny from being crushed by a landing bandit.]

PO

There you go.

[Po grabs another bunny, placing them on a nearby stool.]

PO

All better.

(The bunny screams as a group of weapons flying at the wall, nearly hitting him.)

PO

Come on! Gotcha.

[Po saves another bunny, placing him in the pot of broth. Granny Boar pops in.]

GRANNY BOAR

Keep stirring!

[The bunny rapid stirs the broth.]

[Zhen fights a group of wolves, kicking a bowl of spices into one of their eyes; they squeal in pain.]

ZHEN

Oh, yeah!

[shouts, snorts]

[screams]

[creaks]

(Po grabs Zhen, shaking the bag out of her tail.)

PO

I’ll take that.

[Po hands the bag of coins to the wolf.]

PO

Think this belongs to you.

[snarling]

[coins jingling]

PO

No stealing!

(Po grabs Zhen, spinning the multiple bags of money from her and returning them to their owners.)

ZHEN

[groans] Yeah, I think it’s a little too late for that.

PO

It’s never too late to do the right thing.

[Zhen sighs, annoyed.]

GRANNY BOAR

Get them!

PO

[gasps] Watch out!

ZHEN

Whoa!

[Po brushes Zhen aside with the Staff of Wisdom, holding tightly as its head glows with golden. Twirling the Staff around, Po swings it forward...]

PO

Skadoosh!

[...and unleashes a dragon-shaped blast of chi. The taverners are knocked back, the tavern briefly going dark. When light returns, the attackers are left in a heap and dazed.]

ZHEN

Whoa. Nice move. You gotta teach me that.

GRANNY BOAR

You die, panda!

(Granny Boar rushes at Po, who holds her back with the Staff. Zhen finds a bag of coins, but is pushed back as Po stumbles and the two crash through the wall of the Tavern. Po holds onto Zhen, who holds onto one of the railings with her tail. Po looks down at the ocean far below.)

PO

Ah! Uh.

ZHEN

Ah! Whoa, whoa, whoa!

[The tavern patrons inside scream as Po's weight tilts the tavern towards the water.]

ZHEN

Who designs a tavern on a cliff?

PO

I shouldn’t have eaten all those dumplings.

PO

Huh?

[The wood cracks as it begins to break.]

PO

Uh-oh.

(Po and Zhen scream as they fall - Po lands on the ship and Zhen bounces off Po's stomach.)

CAPTAIN

Sail ho!

[The tavern continues to tilt towards the ocean. The tavern patrons quickly move to the other side, attempting to stabilize the tavern.]

GRANNY BOAR

Back up! Move, move, move!

Scene: Act Brave

(Scene change: Cliffside)

[honks]

LI

Not that I’m worried, but… what if The Chameleon knows we’re coming? Why, she could be anywhere, anyone.

MR. PING

Li, would you please show a little backbone?

LI

I’m sorry, but bravery was never really my specialty.

MR. PING

[honks] You don’t have to be brave. You just have to act brave.

LI

Act brave? Got it.

The step Li is standing on gives way, causing Li to fall. Mr. Ping holds him up by his hand.

Ah! [Screams] Oh!

MR. PING

Oh, Li. [yelping] Hold on!

LI

Hold me, Ping! It’s all been for nothing!

MR. PING

Please, no.

LI

I’m too young!

[Mr. Ping loses his grip and Li falls...onto the group a few feet below.]

LI

How was that for acting brave?

MR. PING

[sighs] Keep working on it.

Scene: Luck and Proverbs

(Scene change: Ship)

ZHEN

[sighs] Juniper City. It’s gonna be great to be back home again.

PO

Does your family live there too?

ZHEN

They would. If I had a family. It wasn’t easy being a little fox in a big city.

(Begin Flashback.)

ZHEN (V.O.)

So I had to survive any way I could.

[CITIZEN]

Hey!

ZHEN (V.0.)

Grifting. Shilling. Gaffing.

[GUARDSMAN]

Stop running! Stop running!

(End Flashback.)

PO

Whoa, you’re an orphan? So am I. Well, I mean I was. My goose dad adopted me, and then later, my panda dad found me.

CAPTAIN

Goose dads, panda dads. Guess it takes all kinds. Right, Mom?

[squawks]

ZHEN

Then, one day, a local took me in. Put a roof over my head, gave me clothes to wear, food to eat. After that, I was never alone again.

PO

I guess we both got lucky.

ZHEN

I guess. Hey, tell me something. Back in the Valley of Geese…

PO

Peace.

ZHEN

…what did that angry little squirrel mean…

PO

Red panda.

ZHEN

…when he said you had to find your successor?

PO

[sighs] Now that I’m supposed to become Spiritual Leader, I have to find a worthy successor to take over as the Dragon Warrior.

ZHEN

Once you’re on top, that’s where you wanna stay, right?

PO

No, it’s just that… What do I know about bein' a Spiritual Leader? I can’t even come up with one of those cool-sounding proverbs. “Life’s greatest enemy is”… Uh, I don’t know. Stairs?

[]

ZHEN

Okay.

FISH

Everyone knows life’s greatest enemy is time.

[squawks]

ZHEN

I guess it’s just easier to hold on to the life you know than move on to the one you don’t.

PO

Hey, that was pretty good.

FISH

Yeah. Maybe she should be the Spiritual Leader of the Valley of Geese.

[]

ZHEN

Whoa, that guy. He drinks like a fish.

PO

Should he be driving?

Scene: It's a Dragon Warrior Thing

(Scene change: Chameleon's Fortress - Basement)

[]

We’ve come to pay tribute, as you requested.

THE CHAMELEON

Looks a little light. Go back out and get me more!

[]

More?

But… But, Chameleon…

THE CHAMELEON

Go! Before I toss you down another flight of stairs.

[crime bosses murmuring]

THE CHAMELEON

At last, my destiny approaches I’ll expand my rule from Juniper City to every city and town and village from here to the Valley of Peace and beyond!

(Insert vision of the Valley of Peace in flames. The Chameleon's eyes watch over the destruction...)

THE CHAMELEON

They will all know the name of The Chameleon!

ZHEN

Wake up! Wake up! Wake up!

(Zhen slaps Po awake, revealing them to still be on the Captain's Ship.)

PO

Ah! Zhen! I had a vision. I saw The Chameleon. She’s gonna take over cities and towns and the Valley of Peace.

ZHEN

A vision? While you were asleep? I’m pretty sure that’s just a dream.

PO

Not a dream, a vision. Either I had a bad dumpling before I went to sleep, or it’s a Dragon Warrior thing. We got to get to The Chameleon and take her down.

ZHEN

Well, then you’re in luck. Welcome to Juniper City.

PO

Whoa!

ZHEN

This is the place where you can be whatever you wanna be, do whatever you wanna do, and steal whatever you wanna steal. (Off Po's look) Uh, if that’s your thing.

Scene: Welcome to Juniper City

(Scene change: Juniper City - Docks)

CAPTAIN

Land ho!

[Po, Zhen grunt]

[]

Whoa. That came out of nowhere.

[grunts]

Ah!

Whoa!

Move!

Look out!

PO

Sorry!

[]

Out of the way!

PO

I’ve never seen so much traffic before.

ZHEN

You don’t have rush hour in the Valley of Peace?

PO

No one’s ever in that much of a rush. Oof.

()

ZHEN

Come on! Well, sure is good to be home again. The sights. The sounds.

()

PO

[sniffs] The smells.

()

[panting]

PO

It’s a wonton wonderland! [chuckles, whoops]

Yeah!

[laughs]

[panting]

ZHEN

Po. Po!

(Zhen pulls Po out of his food-chasing daze.)

ZHEN

Focus!

PO

This city is the most amazing place I’ve ever seen!

ZHEN

I used to feel the same way until The Chameleon got her claws into it.

()

[pig whimpering]

[thugs chuckling]

[growls]

[yelps]

[growls]

[bleats]

[growling, chuckling]

PO

Tonight, we take down The Chameleon.

ZHEN

Oh, yeah. I’ll show you where this villainous sorceress lurks as she dominates the city.

PO

Is she lurking in that villainous tower dominating the city?

ZHEN

How’d you know?

PO

Eh, not my first time takin' down a villain.

ZHEN

Let’s keep moving.

CITIZENS

Hey, Zhen! Heya, Zhen. Long time no see. How you doin', Zhen?

PO

Wow, you’re quite the local celeb.

ZHEN

Yeah, well, let’s just say a face like mine is hard to forget.

(Po sees a wanted poster for Zhen.)

PO

What?! You’re a wanted criminal?

(Zhen causally leans against a wall covered of the same wanted poster.)

ZHEN

You sound surprised. Is this surprising? I don’t think this is surprising.

PO

You never mentioned you were wanted.

ZHEN

Don’t worry. The law has better things to do than look for me.

BULL OFFICER #1

Hey, fox.

BULL SOLIDER #2

We’ve been looking for you.

ZHEN

Must be a slow workweek.

PO

I’ll handle this.

(Po approaches the Bull Officers.)

PO

Morning, officers. Dragon Warrior here.The fox and I are here on official Dragon Warrior biz.

BULL OFFICER #2

Dragon who?

BULL OFFICER #1

Warrior what?

PO

Dragon Warrior. Anyone? Nothing?

(The Officers just stare at Po, confused.)

Perhaps you know me better as the Kung Fu Panda!

[metal clanging]

PO

Wait, wait!

BULL OFFICER #1

[chuckling] Can you believe that guy?

PO

Aw, come on!

ZHEN

Okay, so we tried it your way. Now we try it mine.

PO

Wait, what’s your way… [screams, grunts]

[grunts]

(Po lands in a wheel cart of fruits.)

PO

Sorry.

ZHEN

Come on, come on, come on, come on!

PO

You can’t run away from the law. You’re a wanted criminal!

ZHEN

Yeah? Well, it looks like I’m not the only one.

(Zhen points to a nearby wall; Po now has a wanted poster next to Zhen's.)

PO

Wow. City life really is fast-paced.

ZHEN

We gotta get out of here before they call for…

()

[rumbling]

ZHEN

Backup.

[bulls grunting, bleating]

PO

That’s a lot of bull.

ZHEN

Run!

[gasps]

[grunts]

[grunts]

(Po, Zhen, and the Bull Guards pass through a china house without breaking anything.)

Let’s go, let’s go!

PO

Oh! [Whimpers]

()

[blusters]

[grunting]

[both screaming]

Ow!

[pig squeals]

[pigs whimpering]

[Po shouts]

[all exclaiming]

[pedestrians yelp]

[screaming]

[grunting]

[both gasp]

[grunting]

[snorts]

[Po yelps]

[groaning]

[screams]

ZHEN

Let’s go. Whoa! Whoa!

[citizens exclaiming]

PO

I’m falling...very...slowly.

()

[yelps]

Ow! [Screaming]

[screaming continues]

[grunting, yelping]

(Po again falls on the cart of fruit.)

PO

[grunts] Sorry.

[sobs]

[bulls grunting]

[all panting, whimpering]

Whew.

[]

There they are!

(Zhen beats on a drum.)

PO

We don’t have time for a drum solo!

We’re trapped.

(As Po gets in a stance, Zhen continues beating on the drum. It opens, revealing it to be a hidden entrance.)

[Grunts]

[bulls grunt]

()

[Po screams]

[speaking indistinctly]

Scene: The Den of Thieves

(Scene change: Den of Thieves)

ZHEN

It isn’t much farther now.

PO

You always say that, and it’s always so much farther.

()

Whoa. What is this place?

ZHEN

Home sweet home. Some of the best crooks and criminals in all of Juniper City live here. Careful. These guys will steal your pants right off ya, and you’ll never know it.

PO

Uh-oh.

(Po sees a trio of bunnies with fireworks.)

PO

Now, you kids be careful with those fireworks.

(The Den bunnies become feral, snarling at Po before attacking him,)

[snarling]

[Po screams]

PO

Ooh!

[bunnies snarling]

[Po exclaiming]

()

PO

Ow! Oh! [Giggling]

So you’re friends with all these people?

ZHEN

They’re practically family.

HAN

Zhen!

()

[pipes rattling]

HAN

Oh! Is that really you?

ZHEN

Han, my old mentor.

HAN

I always knew someday you’ll find your way home back to the den. And when you did...

()

HAN

I’d be sure to give you a proper homecoming.

PO

Family, huh?

ZHEN

More like distant cousins.

HAN

All right. How should we do this? Quick and painless? Or slow and painful?

DEN BUNNIES

[excitedly] Slow and painful. Slow and painful.

HAN

All right, you little scamps. Slow and painful it is.

DEN BUNNIES

Hooray!

Yay!

ZHEN

You really don’t wanna do this.

HAN

And why is that?

ZHEN

Because if you so much as lay one claw on me, you’re gonna have to answer to the Dragon Warrior.

(Zhen climbs onto Po's shoulder.)

ZHEN

[whispering] Warrior, warrior, warrior, warrior, warrior.

[]

Who?

[]

[crowd murmuring]

PO

Oh, man. Are my adventures really that regional?

ZHEN

Introduce them, Po, to your fists.

[crowd muttering]

(Two small imaginary Shifu appear around Po's head: they are Inner Shifu #1 and #2.)

INNER SHIFU #1

Remember, Po, there are other ways to bring peace than by kicking butt.

PO

Ah, come on. Really? Now?

INNER SHIFU #2

Yes, now.

PO

Hold on. Shouldn’t my inner Shifus have differing opinions?

INNER SHIFU #1

We are in total agreement with our mutual disappointment

INNER SHIFU #1 and #2

In you.

(The Inner Shifus dissapear.)

PO

Wait. He who resorts to violence now will only find more violence later.

[crowd] Huh?

[]

So what you’re sayin' is, if we don’t hurt Zhen a little now… we can hurt her a lot later.

PO

What? No, that’s not what I said.

[]

Yes! And more violence later is better than less violence now.

PO

No, no. I think you’re misunderstanding the fundamental point of…

DEN BUNNY (#)

More violence!

DEN BUNNY (#)

Hooray!

DEN BUNNY (#)

Violence makes my tummy tingle.

[]

You know, that panda makes a lot of good points. I like it.

DEN BUNNIES

Violence, violence, violence.

PO

No, no, no! Wait! Come back!

(The crowd begins dispersing.)

PO

I’ll come up with better wisdom.

ZHEN

You have got to workshop those proverbs.

Scene: The Legendary...

(Scene Change: Han's Desk)

PO

Uh, the Kung Fu Panda?

HAN

Nope.

PO

The son of Mr. Ping and Li?

HAN

Those are both very common names.

PO

Mentored by Oogway?

HAN

Sorry.

PO

Trained by Master Shifu?

HAN

Oh! Master Shifu? Yes.

PO

Aha!

HAN

Everyone’s heard of the legendary Master Shifu. But not you.

INNER SHIFU #1

Did someone say “legendary”? Bring it in.

ZHEN

Look, Han. I know we’ve had our differences, but I’m really in a jam here, and I was hoping you could help me out.

(The Den Bunnies give Po a bowl of green liquid.)

PO

Thank you.

ZHEN

Don’t drink that.

(The acid lands on the ground.)

[sizzles]

PO

Oh!

[Giggling]

ZHEN

We just need someplace to lie low for a while until the heat cools off.

HAN

And why should I help you?

ZHEN

Because deep down beneath that iron-scaled exterior is a good-hearted soul who still thinks of me as one of the family?

HAN

Fine. But if you’re still here by nightfall, I’m callin' the bulls myself. Sleep tight.

[Han chuckling]

PO

So tonight, we take down The Chameleon.

ZHEN

After you get your pants back.

(The Den Bunnies happily run away with Po's pants.)

PO

Not cool! You guys… Come on! Give them back. Those are custom.

Scene: What Mercy?

(Scene change: Happy Bunny Tavern)

[apes shrieking]

LI

Yeah, this place doesn’t look very friendly.

[]

Oh! Oh, my tail. [Grunts]

MR. PING

I’m sure everything is fine. This is a restaurant.These are my people. We speak the same language. You wait here.

()

MR. PING

Salutations! I’m so sorry to interrupt. [Chuckles] I know you’re having a good time, but I was wondering if a panda happened to be passing by these parts?

GRANNY BOAR

There was a panda here. You know him?

MR. PING

Know him? Why, I’m his dad! [quacking] No, no, no, no, no, no. Hmm?

GRANNY BOAR

You need to pay for what your son did to my tavern.

[glass shatters]

MR. PING

My boy wouldn’t have done this for no reason. Is it possible your broth was bland?

GRANNY BOAR

Try it.

MR. PING

[exclaims] No, no! The broth smells excellent. You should not add a single thing, especially not me!

LI

Hands off the goose.

[tavern patrons gasping]

[]

The panda’s back.

[]

He’s back?

[]

He’s back?

LI

No. But you’re about to wish he was, ’cause if you think he made a mess of this place, you have no idea what I’m capable of. Everything he learned, he learned from me. Except one thing.

()

LI

Mercy. I don’t know where he got that, because I don’t believe in it. Now, this can go one of two ways. The easy way, in which you tell me where he is, or the hard way, in which you tell me where he is, but it’s hard to understand what you’re saying because you have no teeth.

()

[tavern patrons gasp]

[gasps, whimpers]

LI

Mah-jongg. I eat mah-jongg tiles for breakfast!

(Li grabs a pile of mah-jongg tiles, chewing them in his mouth. He spits out a few teeth, much to the wolves' confusion.)

[groans]

[tavern patrons growling]

[grunts, exclaims]

[wood creaking]

[quacks]

[tavern patrons shouting]

[gasping]

[]

Huh?

[wood creaking]

[chuckles]

[tavern patrons clamoring]

[clamoring continues]

[]

Stay there!

MR. PING

Where’s our son?

GRANNY BOAR

He took a boat to Juniper City.

MR. PING

Which way?

[All of the patrons point left.]

LI

You know, a wise goose once…

MR. PING

Time to go.

LI

Uh, yeah. Right.

[sighs]

[tavern patrons screaming]

[tavern patrons coughing, groaning]

[groans]

[cheering]

[citizens chattering]

[giggling]

Scene: Skadoosh or Ska-blam?

(Scene change: Den of Thieves)

(Zhen holds the Staff of Wisdom, while Po watches.)

ZHEN

Okay, let’s try this again. Stir the pot, roll the wok, serve the dish, and ska-blam!

(Zhen tries to perform the same move that Po did, but nothing happens.)

ZHEN

Hey, where’s the golden dragon that’s supposed to shoot out?

PO

Not gonna happen with a broom.

ZHEN

Yeah? Still not bad though.

PO

Yeah. But stir later, roll higher, and the word is “skadoosh.”

ZHEN

“Skadoosh” isn’t a word.

PO

And “ska-blam” is?

()

[fireworks explode]

[ape yelps]

DEN BUNNIES

Ska-blam!

[sighs]

ZHEN

I gotta say, you’re not like any of the other masters I’ve met.

PO

Yeah, I know. There’s not a lot of pandas.

ZHEN

No, you’re, like, a good guy.

HAN

Listen up. The coast is clear. Thieves, hit the streets. (To Po and Zhen) And you two...get out of my sight.

Scene: No Turning Back

PO

Huh?

ZHEN

I know I promised that I’d lead you right to The Chameleon’s front door, but the back door seems a little more practical.

PO

I gotta say, Zhen, you really are a fox of your word.

(Po presents Zhen with the peach pit.)

ZHEN

A chewed-up peach pit?

PO

One from Master Oogway’s peach tree of heavenly wisdom.

(Zhen is confused.)

PO

Eh, it’s a Valley of Peace thing. It’s supposed to remind me that every pit holds the promise of a mighty tree. Maybe it’ll do the same for you.

ZHEN

Are you sure you wanna do this?

PO

As a wise Spiritual Leader once said, how may one kick butt, if one doesn’t seek a butt to kick?

ZHEN

You’re a real piece of work, you know that?

PO

Thank you. Wait, was that a compliment or an insult?

ZHEN

Yes.

[citizens chattering]

[whimpering]

[]

Whoa.

[yelping]

[]

Have you seen our son?

[grunts]

[yelps, breathes heavily]

[]

Sorry.

[]

Sorry.

[]

Nope.

[]

Nah.

MR. PING

Tell us you’ve seen our son.

[Chip squawks.]

FISH

Wait, why are they leaving? You said yes.

LI

Hey, look. Po was here.

MR. PING

Amazing, Li, but how can you tell?

LI

Oh, we pandas have a gift for seeing what others cannot. Come on. There may be more clues up ahead.

(Unknownst to them, the walls are covered in Po's wanted posters.)

Scene: Sneaking In

(Scene change - The Chameleon's Fortress - Outside. Po and Zhen come up the stairs to see a large number of the Chameleon's guards sleeping on the ground.)

[guards snoring]

[gasps]

[shushes]

[snoring continues]

[gasps]

[clanging]

[]

[sighs] Why?

[grunts]

[guard grunts, coughs]

[flatulence]

[guards snarling]

[Po screams]

[gong crashes]

[both screaming]

[metal clanging]

[both screaming]

[grunts]

[grunting]

Scene: True Colors

(Scene change: Chameleon's Fortress - Inside)

PO

That was close.

ZHEN

Look out!

[chains jingle]

PO

Huh?

(A cage falls from the ceiling, trapping Po.)

ZHEN

Po!

PO

Stand back.

[footsteps approaching]

(Po punches the cage, but it absorbs the blow without taking damage.)

Whoa!

ZHEN

They’re coming!

Hurry! Help me lift the cage!

[Po strains, grunts]

(The cage is too heavy to lift with their combined strength.)

PO

It’s no use.

ZHEN

We gotta brace it with something.

PO

Here, use my staff. (gives Zhen the staff) All right, stand back. Here I go.

(Po notices Zhen is backing away from the cage, staff still in hand.)

PO

Zhen? Where are you taking my staff?

THE CHAMELEON

I think you mean my staff?

(The Chameleon steps out of the shadows.)

THE CHAMELEON

You gave it to Zhen, and now Zhen has given it to me. “Given to gain,” I believe, is how it works?

(She turns to Zhen.)

THE CHAMELEON

You were right, Zhen. He was an easy mark.

PO

Zhen…

ZHEN

First rule of the streets: Never trust anyone.

THE CHAMELEON

[chuckles] I taught her that. And you thought my apprentice was your friend?

PO

Apprentice? She’s the one that took you in?

THE CHAMELEON

Best thing that ever happened to her. You should have seen the little guttersnipe before I found her.

( Begin Flashback.)

THE CHAMELEON (V.O.): Mangy and half-starved, hanging out with those rejects from the Den of Thieves.

[gasps]

[grunting]

THE CHAMELEON (V.O.)

She had no fear. Such potential.

(End Flashback.)

THE CHAMELEON

So I took her in. I made her what she is today. [To Zhen] Stand up straight.

ZHEN

Yes, master.

PO

So you went through all of this just to get me to give you the Staff of Wisdom? Why?

(The Chameleon walks around the cage as she speaks.)

THE CHAMELEON

I, too, came from humble beginnings and dreamed of becoming something more. I wanted respect and power. I wanted to be a master of kung fu.

PO

Say what?

THE CHAMELEON

I was turned away from every training hall I went to. They would say I was too small, too lowly, and that kung fu was not my destiny. And so, I chose a different path.

(The Chameleon shapeshifts into different masters:)

THE CHAMELEON [AS MASTER RHINO]

Sorcery. I grew.

THE CHAMELEON [AS MASTER WOLF]

I excelled.

THE CHAMELEON [AS MASTER CROC]

And I got everything I had ever dreamed of.

PO

Everything except kung fu.

[The Chaemelon shifts into Tai Lung and pounces onto the cage with a roar, causing Po to jump back.]

THE CHAMELEON (AS TAI LUNG)

Just because I can look like Tai Lung doesn’t mean I can fight like him.

[The Chameleon shifts back to normal.]

THE CHAMELEON

You see, Po, kung fu may be performed by the body, but its secrets are housed in the spirit. And now that I have access to the Spirit Realm…

PO

You’re gonna steal Tai Lung’s kung fu.

THE CHAMELEON

His and those of every master villain that came before me. And once I do, no one will dare underestimate me again.

PO

You forgot about me.

(Po performs a series of rapid-fire punches to the cage, but it again remains undamaged.)

[grunting]

THE CHAMELEON

[chuckles] Don’t bother, Po. Those bars are enchanted with some very old and very powerful magic. You’d need at least ten Dragon Warriors to get through them.

PO

Then I won’t go through them. I’ll go under them.

(Po rapidly punches the floor, smashing through it and falling to the floor below. As Po gets up, he finds himself surrounded by guards.)

[grunts]

[guards grunt]

[spear scrapes]

THE CHAMELEON

Well, that’s frustrating for all sorts of reasons.

(In the hazy smoke, Po defeats the guards, but only more come after him. He runs.)

[grunting]

PO

Whoa! [Grunts]

()

[pants]

[door creaks]

(Scene change: Chameleon's Fortress - Outside)

[shouting]

[grunts]

()

[guards shouting]

[pants]

[grunting]

[both scream]

"ZHEN"

PO!

PO

Zhen? My staff! Hand it over.

"ZHEN"

I’m so sorry I lied to you. I was just doing what I was told.

PO

Apologize later. Right now, I have to stop The Chameleon.

ZHEN

Po! [Pants]

PO

Zhen?

("Zhen" chuckles as her eyes turn blue, revealing herself as the Chameleon.)

[panting]

[grunts]

[screams]

ZHEN

No!

(The Chameleon shifts back to normal.)

THE CHAMELEON

Well done, Zhen.

ZHEN

You never said you were gonna hurt him.

THE CHAMELEON

What’s the second rule of the streets?

ZHEN

"Someone always gets hurt."

THE CHAMELEON

And make sure it’s never you.

ZHEN

I just wish there had been another way.

THE CHAMELEON

Third rule of the streets?

ZHEN

Third rule?

THE CHAMELEON

Some would say it’s the most important: "No one is interested in your feelings."

()

THE CHAMELEON

Chop-chop! We have a Spirit Realm to plunder. (notices Zhen's somber expression) And smile. Nobody likes a grouch. Honestly, Zhen, I don’t know where you pick up such bad habits.

()

[breathing heavily]

[branch creaks]

[groans]

PO

[grunts] If I could…

[snarling]

[]: Hey there.

[]: [gasps] Whoa!

[]: Get off me! Ow! Ow!

[gasps, screams]

[Po whimpers]

[gasps]

MR. PING

Son!

()

[screams]

[grunting]

[screams]

MR. PING

Now save me. [Screams]

[grunts]

MR. PING

Hi, Son.

[branch creaks]

[both scream]

LI

It’s okay. We’ve got you, Po. We’ve got you.

PO

So you followed me.

LI

It was his idea.

[grunts]

LI

Okay, okay. It was both our ideas.

MR. PING

We only follow because we love.

PO

No, you followed because you didn’t believe in me.

MR. PING

And because we love?

PO

Well, you’re right. I screwed up big-time. I trusted the wrong person. I gave the Staff of Wisdom right to The Chameleon.

MR. PING

Oh…

()

MR. PING

Po, that was a very big-time screw-up.

[sighs]

PO

If only I’d listened to Master Shifu and stayed in the Valley of Peace, The Chameleon wouldn’t have my staff, and none of this would be happening. I was just so determined to keep things the way they were.

MR. PING

Everyone is afraid of change, Po. Even me. There was a time not so long ago when all I wanted to be was the greatest noodle chef in the valley.

PO

So what happened?

MR PING

I became the greatest noodle chef in the valley. It’s true. But I also became a father. And nothing… nothing’s ever been the same since.

()

MR. PING

Change doesn’t always have to be a bad thing. Why do you think I always change the menu at the restaurant? Because if things stayed the same forever, sooner or later, they would lose their flavor.

LI

He’s right, Po. Since I left my village, I’ve become a bit of a warrior. Strong. Brave.

[whip cracks]

[shouts, grunts]

[groans]

KOMODO DRAGON

Move it.

[whip lashes]

KOMODO DRAGON

This way. Get those cages up there. Come on.

LI

Hmm. This looks bad.

PO

Really bad.

KOMODO DRAGON

Move it.

[whip cracks]

KOMODO DRAGON

Come on.

Scene: The Third Rule

(Zhen and the Chameleon are walking towards the chamber.)

THE CHAMELEON

Don’t tell me you were actually starting to become friends with that panda.

ZHEN

What? No. It’s-It’s just…

THE CHAMELEON

When we want something, we must use whatever is at our disposal to get it. That’s all that panda was, something to use.

ZHEN

Is that why you took me in? So I could help you get what you wanted?

THE CHAMELEON

[chuckles] Zhen. I took you in because you were clever and ruthless and unsentimental, like me. is the day when, yes, you stop being useful to me. So, for both of our sakes, don't change.

(Zhen pauses, watching her master continue on with a look of shame. )

THE CHAMELEON: Tonight, when the blood moon rises to its highest point in the night sky, I will open the door to the Spirit Realm, and all of its secrets will be mine!

[breathes heavily]

(The Chameleon waits...and waits...before placing a hand on her hip.)

THE CHAMELEON

Does the blood moon always rise this slowly?

[both chitter]

THE CHAMELEON: I seem to remember it rising faster. No? Just me? Hmm. Ugh. It’s just for dramatic effect anyway. [scoffs] I think I’m just gonna open the Spirit Realm now.

[growling]

(The Chameleon scrapes the Staff of Wisdom on the ground, creating a portal to the Spirit Realm.

THE CHAMELEON

Bring me Tai Lung!

(Tai Lung - the real one - emerges from the portal. He scans his surroundings.)

THE CHAMELEON

Tai Lung. Big fan.

TAI LUNG

Who are you, and what are you doing with that staff?

THE CHAMELEON

This was given to me by an old friend of yours.

TAI LUNG

The puffy panda? [chuckles] Po might be an idiot, but he’d never willingly hand over Oogway’s staff to the likes of you.

THE CHAMELEON

Who said anything about willingly?

[rumbling]

TAI LUNG

Hmm. Apparently I misjudged you, lizard. Now, why have you brought me back?

THE CHAMELEON

I summoned you here so that you could teach me your most legendary kung fu moves.

TAI LUNG

I don’t share my skills with anyone.

THE CHAMELEON

It wasn’t a request.

(The Chameleon slams the Staff on the ground, closing the door to the Spirit Realm. The Chameleon's warriors surround Tai Lung before attacking. He takes them out with ease, all of them lying on the ground. One stands up, dodging his kick. The "guard" shifts into the Chameleon, who shoots her tongue at Tai Lung, draining his Kung Fu skills.)

THE CHAMELEON

Yes, I got it! The Tai Lung nerve strike. The power, the precision.

(Shifting into Tai Lung himself, she delivers the nerve strike, sending Tai Lung into a empty cage.)

TAI LUNG

What have you done to me?

THE CHAMELEON

All of your kung fu is now mine. And the best part is, I’m just getting warmed up.

(Zhen watches all of this from afar, distraught. Looking down at the peach pit in her hand, her expression fills with resolve - she runs outside.)

THE CHAMELEON

Bring me General Kai. Bring me Master Osprey. Master Bull.

MR. PING

Po, wait! Please be reasonable.

PO

I’m not goin' anywhere until I get my staff back.

LI

No staff is worth your life.

PO

As long as I’m still the Dragon Warrior, I won’t let anyone else get hurt because of me.

Scene: Make It Right.

(Zhen runs down the stairs of the fortress, rain coming down hard. She gasps, having found...)

ZHEN

Po! You’re alive!

(Po silently walks forward.)

ZHEN

Please. I made a mistake.

PO

So did I. Trusting you.

ZHEN

I’m sorry.

PO

Did your master tell you to say that too?

ZHEN

She’s not my master. I’m leaving, for good. It’s the truth. I was wrong about everything.

(Zhen pushes against Po, trying to keep him from moving forward.)

PO

What are you doing?

ZHEN

Stopping you.

PO

Get out of my way, Zhen.

ZHEN

No.

PO

Move.

ZHEN

You want me to move? Move me.

PO

First you betray me, and now you wanna fight me?

(The two fight, with Zhen making the first move.)

PO

Why are you doing this?

ZHEN

[breathes heavily] To stop you from getting killed.

(Zhen continues to push Po backwards. Po uses a nearby flagpole to fling himself upward, Zhen doing the same. They struggle in the air, before colliding as lightening flashes. Po and Zhen land back on the ground, the two back at where they started. Collecting themselves, the former continues walking towards the stairs.)

PO

What do you care if I get killed or not?

(Her ears folding back, Zhen rushes towards Po. He readies himself for an attack...only to be met with a hug.)

ZHEN

Please, Po. Just let me do one thing right.

PO

You’re not the only one who’s made some bad choices lately.

ZHEN

You’re really gonna go through with this, aren’t you?

PO

‘Fraid so.

ZHEN

And there’s nothing I can do to talk you out of it?

PO

I’m afraid not.

ZHEN

You can’t beat her, you know.

PO

You’re probably right. But I have to try. Get as far away from this place as you can.

(Po moves up the stairs and towards the Chameleon.)

ZHEN

Po!

MR. PING

We should never have let him come here. We are such terrible fathers.

ZHEN

At least you didn’t lie and betray him.

MR. PING

Well, that’s true. You’re worse.

ZHEN

I am a terrible friend.

LI

“Friend”? That feels a little generous, no?

MR. PING

Uh, l-let’s just give up. Surrender.

LI

We can’t let him go in there alone.

MR. PING

What can we do? There are just three of us against an army.

ZHEN

Then I guess we’ll just have to get an army of our own.

Scene Change: The Den of Thieves.

[chatters]

[growls]

[bunnies growl]

[den thieves clamoring]

[gibbering]

ZHEN

Hey! Listen up, everybody!

[inhales deeply]

MR. PING

Quack!

[clamoring stops]

ZHEN

Thank you. The Dragon Warrior’s in trouble.

DEN THIEVES

Who?

ZHEN

You know, Po. The panda.

(The Thieves look to Li.)

ZHEN

No, no. A different panda.

LI

I’m his father.

MR. PING

I’m also his father.

ZHEN

Okay, that doesn’t matter. What matters is that my friend’s in trouble and he needs my help. So, I need yours.

[]

Why should we help you?

ZHEN

Because… because it’s the right thing to do.

(The Den Thieves break into laughter.)

ZHEN

Stop it. Stop. Stop laughing.

()

ZHEN

Look, I know you think it might be too late for a bunch of cheats, thieves and cutthroats like us to change our ways, but a good friend once told me it’s never too late to do the right thing.

[]

So what you’re saying is, the more right we do now, the more wrong we can do later.

ZHEN

What? No.

[crowd murmurs]

[]

And with The Chameleon out of the way…

[]

We can finally do all the wrong we want.

ZHEN

I-I think you’re missing the fundamental point.

DEN BUNNIES

Violence, violence, violence.

(Zhen sighs.)

ZHEN

Are you guys ready to do the right thing for the wrong reasons?

[cheering]

Scene: A Broken Promise

(Scene change: Chameleon's Fortress)

(Two Komodo Guards walk along the outer wall, unaware of Po hiding behind them. )

LARRY

Now, you see, this mistake this Dragon Warrior fellow made was underestimating his opponent.I never would have walked into such an obvious trap.

PO

Hey.

[gasps, grunts]

(The Guards are now tied together, hanging upside down from the wall.)

LARRY

Now, you see, the mistake this Dragon Warrior fellow made was that…

[Annoyed Komodo]

Shut up, Larry.

ZHEN

This place is crawling with more guards than I’ve ever seen. I’m never gonna get to Po in time.

MR. PING

You just get to Po. We’ll take care of the guards.

LI

We will? [Chuckles] I-I mean, we will. But how?

ZHEN

Just leave that to me.

(Scene change: Chameleon's Fortress - Inner Chambers)

(The Chameleon continues to draw more Kung Fu Masters from the Spirit Realm, draining each master of their skills as they pass through the portal.

PO

General Kai? Lord Shen? Those are all my old nemesis-es. Nemes-ee. Nemes-i?

[]

The Chameleon is pulling spirits from the Spirit Realm and draining us of all our moves.

[]

And she’s using your staff to do it.

PO

I’m here to get it back.

(One crocodile in a cage scoffs.)

SCOTT

I won’t hold my breath.

PO

Um, I’m sorry, do I know you?

SCOTT

Do you know me? It’s Scott.

(Po stares, confused.)

SCOTT

The fire-breathing crocodile?

(Scott blows a puff at smoke at Po, causing him to cough.)

PO

[coughing] Oh, right! Scott! [Coughs] Master Shifu and I were just talking about you.

TAI LUNG

Panda.

[Po turns towards Tai Lung's cage.]

TAI LUNG

Oogway made a mistake choosing you as the Dragon Warrior. I just didn’t realize how big a mistake it was until now.

PO

Whoa. Tai Lung? I’m gonna get that staff back, restore your kung fu, and return you all back to the Spirit Realm. You’ll see.

TAI LUNG

All I see is a broken promise.

(Po's expression shifts to an uncertain one.)

Scene: Thieves vs. Army

(Scene change: Chameleon's Fortress - Outside)

LI

All right, you bunch of cantankerous Komodos. Now, this can go one of two ways. The easy way, in which you surrender willingly, or the hard way, where you surrender woundedly. The choice is yours.

[guards growling]

(Li, panicked, runs away from the chasing guards.)

LI

I was kidding! I was kidding!

[screaming]

KOMODO GUARDS

Aw.

(The Den Bunnies go feral, attacking the guards.)

KOMODO GUARDS

Ow! Ow!

[bunny squealing]

[guards screaming]

Thanks, Ping.

[guard screaming]

Run away!

[den thieves grunting]

[den thieves grunting]

HAN

Cannonball!

[Han laughing, grunting]

[guards grunting]

[apes screeching]

[boar grunts]

(Li and Mr. Ping relax in chairs as the battle goes on. Li takes a sip from the drink in his hand.)

MR. PING

Oh, is it too spicy?

LI

Mmm. No. It’s got the perfect kick.

(One of the guards gets kicked.)

MR. PING

Ginseng. That’s the secret to my mulberry punch.

(One of the guards gets punched.)

[grunts]

[bunnies squealing]

[guards shouting, grunting]

[bunny growling]

[guard screams]

DEN BUNNY

That panda was right. More violence later is better!

[bunnies] Yay!

[groans]

Scene: Be the Pit

(Scene change: The Chameleon's Fortress - Inner Chamber)

PO

I believe you have something that belongs to me.

(The Chameleon hits the ground with the Staff of Wisdom, closing the portal to the Spirit Realm. She turns to Po.)

THE CHAMELEON

Can’t you even die right?

PO

Can’t you even kill wrong? No. [Chuckles] Wordplay didn’t come together. Now, about that staff…

(The Chameleon suddenly throws the Staff to Po, who catches it with a confused look. The two begin to circle each other.)

THE CHAMELEON

Take it. I already have everything I need from it anyway. I think this was destiny. A final face-off between formidable adversaries, alike in so many ways.

PO

If only I had a dumpling for every time a villain told me how much we had in common.

(From far above, Zhen perches on top. She looks down at the confrontation, worried.)

THE CHAMELEON

It’s true. We’ve both risen to the highest of heights. It’s a shame only one of us can come out on top.

PO

It is a shame, for you.

THE CHAMELEON

My combined powers of sorcery and kung fu make me unstoppable. And once I dispense with you, I’ll expand my rule from Juniper City to…

PO

Every other city and town and village from here to the Valley of Peace and beyond. Yeah, I know.

THE CHAMELEON

But how did you know?

(The two stop circling each other.)

PO

I saw it in a vision because I’m the Dragon Warrior, for now at least. But I’ve realized that it’s probably time I made a change. And so should you.

THE CHAMELEON

I’m The Chameleon. I do nothing but change.

(As Po speaks, he walks closer to the Chameleon.)

PO

Only on the outside. Real change happens from within. And if we’re really as alike as you say, then maybe we could both let go of who we were and become something better than we already are. What do you say?

THE CHAMELEON

I say…

(The Chameleon turns into Shen, using her tail feathers to swipe Po off his feet. From his cage, Tai Lung watches.)

TAI LUNG

Well, I saw that coming.

(Po shakes his head; the Inner Shifus appear again.)

INNER SHIFU #1

We’re very proud of you.

INNER SHIFU #2

You tried it our way.

INNER SHIFU #1

Now try it yours.

INNER SHIFU #1/INNER SHIFU #2

Kick her butt.

PO

I’m way ahead of you.

(Po gets to his feet before fighting the Chameleon. The Chameleon shifts between different masters, like Shen and Kai, using their moves against Po.)

PO

Master Elephant’s Trunk Twist.

(The Chameleon grabs onto the Staff with her trunk, flinging Po around. He manages to ground himself, sliding between the Chameleons's legs.)

PO

Master Boar’s Tusks of Terror.

(Po takes a flurry of hits via said tusks.)

PO

Master Wolf’s Fangs of Fury.

(The Chameleon bites Po on the butt, but is thrown off. She shifts into Master Bull.)

PO

Master Bull’s Horns of Doom.

(Po kicks the Chameleon off. She shifts into Tai Lung, taking the genuine article by surprise.)

TAI LUNG

What?

THE CHAMELEON (AS TAI LUNG)

Recognize this move?

(The Chameleon attacks Po with a double fist strike, sending him flying onto a cage.)

TAI LUNG

Is that how I sound? I don’t sound like that, do I?

PO

You didn’t earn those skills. You just stole them!

TAI LUNG

(As he spectates) Give him a left, a right, uppercut.

SCOTT

Which one are you rooting for?

TAI LUNG

I’m not sure. This is all very confusing.

THE CHAMELEON [AS TAI LUNG]

I’m stronger than every opponent you’ve ever faced, because I am every opponent you’ve ever faced.

ZHEN

PO!

(Both fighters pause as Zhen swings between them on a cage. After an awkward pause, the Chameleon goes to pounce, but is hit by the cage. Zhen hops from the cage, landing by Po.)

ZHEN

Whoa. I gotta workshop those heroic entrances.

PO

Nah, it was just right.

(Po is swatted away by Master Elephant's trunk, before grabbing Zhen with said trunk.)

THE CHAMELEON [AS MASTER ELEPHANT]

I knew I should have left you to rot in the gutter where you belong.

ZHEN

Better to rot in the gutter than under your thumb.

(Zhen blows something into the Chameleon's trunk, causing her to choke and lose her grasp on Zhen. She snorts out the peach pit, shifting back to normal. Po and Zhen stand together,

THE CHAMELEON

Two against one? Well, now, that doesn’t seem fair. I’ll have to even the odds.

(She begins to shift, growing and gaining a key characteristic of the masters she names.)

THE CHAMELEON

Master Cobra. Master Osprey. Master Scorpion. Master Wolf. General Kai.

(General Kai scowls in his cage.)

THE CHAMELEON

Lord Shen.

(Shen scowls in his own cage. Meanwhile, the Chameleon stands over Po and Zhen, now a massive hybrid of masters.)

PO

That is awesome! I mean, it’s disturbing, but it’s awesome.

[The Chameleon roars before rushing the two; they climb up towards the open ceiling. The Chameleon grabs Zhen with one of her hands.]

ZHEN

Whoa!

PO

ZHEN!

[screams]

No!

[roars]

PO

Whoa, whoa!

(Zhen falls out of the Chameleon's hand and crashes on the floor, rubble surrounding her. She sees Po's form lying motionless on the ground. )

ZHEN

PO!

[A series of evil chuckles are heard as Po rises, revealing the Chameleon shifted into him.]

THE CHAMELEON [AS PO]

I thought we were friends.

(The real Po pulls Zhen back with the Staff.)

PO

Stand back. I’m gonna kick my butt.

(Both Po and the Chameleon belly bump, blowing Zhen back. Landing on a higher ledge, Po sees the Staff in the distance. He dashes towards it, barely grabbing it before the Chameleon pounces on him. She's kicked off. The two clash again, both matching each other's moves almost perfectly. Po kicks the Chameleon into the sky, only for the Chameleon to ensnare Po with her tongue, flinging him around. Po crashes onto the ground, steadying himself. The Chameleon lands across from him, before throwing one of the cages at Po; he's able to stop it at the cost of burning his hand. The Chameleon throws scraps of enchanted metal up, setting them on fire with her breath, and flings them towards Po. Unable to block them, he's trapped in a ball of unbreakable metal. Zhen runs up to the cage.)

ZHEN

Come on, Po, get out of there.

PO

You have to do this.

ZHEN

I can’t beat The Chameleon.

PO

A wise, old tortoise once told me that you never know what you can do until you do it.

ZHEN

The fate of the world hangs in the balance, and you’re here giving me life advice from a tortoise?

PO

Be the pit, Zhen.

(Po passes the Staff of Wisdom to Zhen.)

PO

Be the pit.

(Zhen takes the Staff, turning to face the Chameleon with a look of resolve. The Chameleons back to her normal form.)

THE CHAMELEON

And what do you think you’re doing?

ZHEN

Finishing what Po started.

THE CHAMELEON

Oh, please. How many times do I have to tell you?

(The Chameleon pulls Zhen closer to her with her tongue.)

THE CHAMELEON

Don’t slouch.

(Mr. Ping, Li, and the Den Thieves arrive, watching the fight between master and student.)

THE CHAMELEON

You ungrateful little urchin. After all I’ve done for you, you betrayed me for the panda?

ZHEN

[breathing heavily] First rule of the streets: Never trust anyone.

THE CHAMELEON

Ha! You can’t defeat me. I know all your moves.

ZHEN

Not this one.

(Zhen begins to twirl the Staff of Wisdom as Po did, it's tip glowing bright with chi.)

ZHEN

Roll, stir, serve, and ska-blam!

(Zhen swipes down, a golden dragon emerging from the staff. It slams into the Chameleon, knocking her into a wall. The onlookers cheer.)

ZHEN

Yes! Second rule: Someone always gets hurt.

(Po walks up to her, having freed himself.)

PO

Now, that’s a cool move.

ZHEN

Po! You could have gotten out of that cage anytime you wanted? You faker.

PO

It’s not faking. It’s Method. Besides, how’s a peach pit ever supposed to become a tree if you never give it the chance to grow?

(The Chameleon's eyes snap open, glowing blue. She scuttles towards them, unnoticed.)

PO

And, hey, you stirred faster and rolled higher. But for the last time, the word is…

(The Chameleon pounces at Po, rapidly shifting between all her forms. Po jumps and slams her to the ground with the Staff of Wisdom, before slamming it on her tongue.)

PO

“Skadoosh.”

(The tip of the Staff shines brightly as streams of light shoot out of it. The masters are freed from their cages as their kung-fu is returned to them. They all surround Po and Zhen, with Tai Lung, Shen, and General Kai coming to the front. A nervous Po holds the staff close to his chest.)

TAI LUNG

Maybe Oogway was right about you. You aren’t completely useless after all.

PO

Oh, my gosh. Thank you so much.

(The onlookers cheer.)

MR. PING

[chuckles] That’s my son.

LI

Our son.

TAI LUNG

I think it’s time you send us home, panda.

(Po uses the Staff to open a portal to the Spirit Realm, with the masters of Kung Fu passing through. Tai Lung stands at it's edge, the Chameleon gripped in his hand.)

THE CHAMELEON

Zhen, do something!

ZHEN

Third rule: No one’s interested in your feelings.

TAI LUNG

See you on the other side, Dragon Warrior.

[The Chameleon screams as she is taken through the Spirit Realm with Tai Lung. The door to the Spirit Realm dissapears.]

Scene Change: Mr. Ping's Noodle Shop.

(Po and Zhen are standing near the shop, with Mr. Ping giving a package of food to the latter.)

MR. PING

We packed some food for your time in jail. Let’s hope it’s not your final meal. Thanks, guys.

ZHEN

I was thinkin', after I serve my time and I’m a free fox again, maybe I’ll open one of those acupuncture places that are all the rage.

PO

I think you’re better suited for a job with a little more room for growth.

(Po points his staff up towards a familiar building on a mountain.)

ZHEN

Jade Palace?

(Scene change: Jade Palace.)

SHIFU

[Spits out his tea.] Her? Out of all the candidates you choose to train as your worthy successor, you chose the fox?

PO

You know when you know, you know?

SHIFU

Fine, choose who you want. A thief, a stick, a carrot. I don’t even know why I bother. I’m gonna go meditate, a lot.

(As Shifu angrily walks off, Zhen watches him go with a look of uncertainty.)

PO

Don’t worry. He’ll come around. Probably. Maybe. Hey, you okay?


ZHEN

[Sighs] He’s right. What about me says I’m ready for this?

PO

Well, as I learned from workin' in my dad’s kitchen, sometimes the greatest dishes come from the most unlikely ingredients.

ZHEN

Hey, that’s not bad. Okay, I see you, Spiritual Leader.

PO

Yeah. I’m gettin' the hang of this proverb thing. One shouldn’t do a deep squat with a chopstick in one’s pocket.

ZHEN

Maybe you should just stick to kickin' butt.

PO

Money can’t buy happiness, but it sure can buy a lot of dumplings.

ZHEN

Why does it always come back to dumplings with you?

PO

When life gives you lemons, make pear juice and blow everyone’s minds.

ZHEN

We get it.

PO

You can’t have your moon cake and eat it too. Although, I guess you could have moon cake and then order mango pudding on the side.

ZHEN

Can we just start the training now?

Scene: Inner Po's

(Scene change: Peach Tree of Heavenly Wisdom. Shifu sits at it's base, trying to meditate.)

SHIFU

Inner peace. Inner peace. Inner peace.

INNER PO

Hey, Master Shifu.

Look, there’s two of us.

INNER PO #2

You’re doin' great, Shifu.

INNER PO #3

You’re not breathing with your belly.

(More Inner Pos begin appearing around Shifu, all of them talking.)

INNER PO #4

You look a little tired.

INNER PO #5

Are you tired?

[voices overlapping]

INNER PO #6

You do look like a squirrel.

INNER PO #7

Do you want a cookie?

[Shifu screams. Taking a deep breath, he focuses and resumes meditating.]

SHIFU

Inner peace. Inner peace. Inner peace.

Scene: They're Back!

(Scene change: Po and Zhen stand in the Training Hall.)

[“…Baby One More Time” playing]

PO

Are you ready to begin your training?

(Zhen holds the Staff, having swiped it from Po.)

ZHEN

Are you?

PO

Yes, and I brought a little help.

(The door opens, revealing the Furious Five.)

{♪ Oh, baby, baby How was I suppose to know ♪}

ZHEN

Whoa.

{♪ That somethin’ wasn’t right here? ♪}

(Zhen trains with Viper on the Fiery Field of Death, burning her tail. She drags her butt on the ground in pain.)

ZHEN

Ow! Oh, it’s hot! Hot, hot!

♪ And now you’re out of sight, yeah ♪

♪ Show me, how you want it… ♪

(Zhen trains with Tigress on the Jade Bowl of Wisdow. Tigress defly dodges Zhen's attacks, with the latter falling into the bowl.)

ZHEN

Whoa! Whoa! Whoa!

{♪ I need to know now, oh, because ♪}

{♪ My loneliness is killin’ me, and I ♪}

♪ I must confess, I still believe ♪

Still believe ♪

♪ When I’m not with you, I lose my mind ♪

(Zhen trains with Mantis with the Gauntlet of Wooden Warriors. While Mantis zips between the posts, Zhen hops on them, beating Mantis by the time he flies out.)

♪ Hit me, baby, one more time ♪

(Monkey swings on and through the Seven Talon Rings; Zhen tries to go through the rings like he, but she gets stuck in one.)

♪ Girl, you got me blinded ♪

(Zhen trains with Crane, deflecting arrows shot by two palace geese with crossbows. One goose misfires, sending an arrow between Zhen and Crane...into a dumpling that Po was holding, skewering it into the wall. The goose drops his bow, embarrassed.)

♪ It’s not the way I planned it ♪

♪ Show me how you want it to be ♪

(Finally, Zhen and Po stand at the Adversary, with Zhen hitting it once. A confident Po hits it, and like before, is sent flying. From the ground, he looks up at a smiling Shifu, who shakes his head and chuckles good-naturedly.)

{♪ ‘Cause I need to know now, oh, because ♪}

(On a rooftop in Juniper City, Po and Zhen train with positions, bowing to each other in respect.)

{♪ My loneliness is killin’ me, and I ♪}

{♪ I must confess, I still believe ♪}

{♪ Still believe ♪}

{♪ When I’m not with you, I lose my mind ♪}

{♪ Give me a sign ♪}

♪ Hit me, baby, one more time ♪

♪ Baby, baby, baby, baby, baby, baby Hit me one more time ♪

♪ Hit me, oh, yeah ♪

♪ Baby, baby, baby ♪

♪ One more time ♪

♪ Hit me ♪

[vocalizing]

♪ Hit me, baby, but not too hard ♪

♪ Hit me one more time ♪

♪ Hit me, baby, but not too hard ♪

♪ One more time, again ♪

♪ Oh, baby, baby ♪

♪ How was I suppose to know ♪

♪ That somethin' wasn’t right here ♪

♪ Oh, pretty baby I shouldn’t have let you go ♪

♪ And I must confess ♪

♪ That my loneliness ♪

♪ Is killing me now ♪

♪ Don’t you know I still believe ♪

♪ That you will be here ♪

♪ And give me a sign ♪

♪ Hit me, baby, one more time ♪

♪ My loneliness is killin' me, and I ♪

♪ I must confess, I still believe Still believe ♪

♪ When I’m not with you I lose my mind ♪

♪ Give me a sign ♪

♪ Hit me, baby, one more time ♪

[song ends]