Now that Kung Fu Panda 3 has come out, I decided to set out on a journey and re-write the whole movie with improved character development. Let me explain. I feel like KFP 3 is a great movie (it really is!) but the lack of character development for the Furious 5, Oogway and other side characters was a huge disappointment for me. After rewatching Kung Fu Panda 1 & 2 I realized that the whole Tigress-Po friendship storyline was thrown out in KFP 3 and the almost complete lack of the Furious Five throughout the whole movie (they probably barely have 5 minutes screen time combined if you don't include Tigress). Basically, just to sum up what this FanFic will be, I am going to re-write all of Kung Fu Panda 3 in a way that 1) Improves Character Development, 2)Makes the new villain Kai more sinister (like Shen) and 3)Grow upon the Tigress-Po friendship started in Kung Fu Panda 3. Final note: My other goal is to make this COMPLETELY CANONICAL. This basically means that while I will improve upon the character development and dialog, etc. The main story thread will remain the same (No new characters, or Po-Tigress getting married, sorry guys!) so if and when Kung Fu Panda 4 is released (Hopefully soon) you will be able to read this and consider it (close enough) to canon and understand the main events of Kung Fu Panda 3. Thanks for reading and I hope you enjoy!

Chapter 1: Oogway

Quick Note: This is my first FanFic EVER so please leave a review and tell me what to do better for the 2nd chapter. I have not written anything at all in quite a while, so sorry if it is not as good as some of the other stories you may have read. If you have any edits, please suggest them so I can add them in (I want this to be the best KFP 3 story possible). Thanks! - Phill

Master Oogway peacefully meditated on a small island, f loating among the white, f luffy clouds of the Spirit Realm. Peach blossom petals fell from the magical peach tree above and landed on his face, tickling his nose.

"Inner peace, inner peace, itchy nose," he happily whispered, sneezing the petal away. "Inner peace."

Suddenly, two curved blades made of jade appeared out of nowhere, flying through the air toward him. Without even opening his eyes, Oogway lightly tapped the nearest one, sending it f lying into the other blade and into the ground beneath him.

Oogway slowly opened his eyes to see a massive yak soaring through the air toward him, his eyes glowing green with energy and his head crowned by two large horns. His angered face was complemented by a huge mane flowing down his back,

while the chains of his bladed weapons were wrapped around his wrists.

"Kai, old friend," Oogway calmly greeted him.

"Master Oogway," said Kai, his voice one of anger and pain.

"Our battle ended five hundred years ago," said Oogway.

Kai's angry eyes glowed even more. "Well, now I'm ready for a rematch."

He quickly pounced through the air at Oogway, destroying the surrounding mountain to reach the tortoise. Chunks of the landscape barelled away, but the attack was to little effect, this time Oogway leaped out of the way, swiftly dodging his blows.

"You've grown stronger," Oogway remarked, before beginning to quickly move his hands, the shape of a glowing Chinese symbol appearing just in front of him. The symbol f lew toward Kai, knocking him down, but to no avail.

"After five hundred years in the Spirit Realm, you pick up a thing or two," Kai explained while looking down at the belt around his waist. Several jade medallions dangled from it.

Oogway gasped at the amulets, recognizing masters from all of China.

"No Kai, what have you done."

"I have taken the chi of every master here. And soon I will have your power too," he boasted.

"When will you realize," Oogway said calmly, "the more you take, the less you have?"

Kai launched his chain blades once again, this time latching on to f loating chunks of mountain. Then he hurled the heavy chunks at Oogway.

Oogway moved his hands again, creating a shield in the air shaped like a yin-and-yang symbol.

As the chunks of the mountain began to impact, the shield started to be shattered into pieces. The impact alone sent Oogway f lying back, however Kai was did not even flinch. For the first time, Kai had a chance to strike decisively at the old turtle. He threw his jade blades at Oogway, violently wrapping his chains around him. Kai slowly began to pull Oogway closer to him. Once his former friend was at arm's length, Kai began to pull the green chi out of his body. As the energy left him, Oogway began to turn into jade.

"With your chi I will finally be able to return to the mortal world," Kai said. "And this time you won't be there to stop me."

"Ah, it was never my destiny to stop you. I have set another on that path," Oogway promised.

Then the old master shriveled and shrank until all that was left of him was a small jade amulet. Kai grinned at the newly formed medallion and said

"Then I will find him and take his chi too."

Kai proudly hung it from a cord around his neck, instead of his belt. Everyone needed to see what he had done to Master Oogway. As Kai looked back at the Spirit Realm he contemplated what he had just done. Kai let loose a wave of green chi, opening a large portal with the Mortal Realm. He would find this new warrior, and he would take his Chi.

I Hope you enjoyed, please review and leave me tips! As I said earlier, this is the first time I've written anything in a while and my writing skills are still pretty rusty. As I get back more into writing I hope to improve a lot, but if you would like to have me (consider) adding something let me know! I would like this to be more of a definitive edition of KFP 3 for the community. Thanks!