A/N: I'm glad that so many people like Wello. I'm having a lot of fun with her … so is Shen apparently. Ha! Anyway, lets get this party started. Enjoy. Warning, contains mild language, violence and gore. Would you expect anything less of me?

Chapter 7: The Festival of the Dragon and the Phoenix

Shen walked out of Wello's tent, feeling very manly, considering what he spent the night doing. A smile small etched its way onto his face as he overlooked his army. Following him, was Wello, who walked up to Shen and hugged him from behind, planting a small kiss on his cheek. Shen felt like he could take on the whole world.

"Good morning everyone" shouted Shen, waking up his slightly hungover army. Nearly everyone grunted at the over loud Peacock, some got up, but the others went back to sleep. Deciding to get his message across, Shen walked over to the nearby blackboard, where he drew most of his plans, and scraped his metal talons on it. The screeching noise echoed through the cave, sending a chill down everyone's spine. If they weren't awake, they were now.

"Maybe Shen didn't make himself clear. Let me make it clearer. MOVE"

Wello's order echoed throughout the cave. Everyone scampered to their feet and began packing up supplies and getting ready to leave. Shen and Wello let out the evilest of chuckles as they watched the panic they had created.

In about an hour, Shen's army was ready to march.

Shen, Wello and the rest of the generals were at the front, leading the army. To make sure they would not be found, they took the path through the forests and trees, Anything to stay hidden. They needed the element of surprise for this to work. Staying hidden would mean it would take longer to get there, but it would be worth it. Step by step, Shen could feel victory coming closer. It was time for his revenge.

Two Weeks Later

The Valley of Peace

The Night of the Festival

Night had just fallen in the Valley and everyone was excited, the festival had officially begun. Decorations of the Dragon and Fenghuang were posted all over the walls, table after table was covered with delicious looking food, a stage was set up with a band and a dance floor. There was also countless stalls selling countless things from all across China. The sky lit the whole valley with millions of stars and the full yellow moon. Truly, it was a night of romance.

Po, Shifu and the Five had just came down from the Palace. They were wearing the same outfits they wore to the festival three months ago, except Shifu, who wore what he usually wore. Po was standing with Tigress, holding hands, their fingers intertwined. Viper and Mantis were sharing a few sarcastic jokes, some of which ended up with the snake smacking the insect. Crane had hoped Mei Ling would've been able to make it, alas, she couldnt. Monkey, the big casanova, decided to go with two females from his home village, one in each arm. Shifu did not have a date, but decided to mingle with the villagers.

The couples went their separate ways. Viper slithered to the stalls, followed by Mantis. Crane caught the scent of cooking fish, and was drawn to them. Monkey and his dates, went towards a bar for a few drinks. Shifu went to play mahjong with some of the elderly. Po and Tigress went into noodle shop to get something to eat. The place was packed. Most of the couples were staring into each others eyes, that they never noticed the Dragon Warrior enter. As Po and Tigress walked up to the counter, was making a new batch of noodles.

"Hey dad"

"Oh, my boy, it is so good to see you" said the old goose, as he walked outside and gave his son a hug. "I swear Po, you are getting thinner."

"Haha, maybe. Hey dad, could you whip us something to eat?"

"Us?"

surveyed his son and noticed he was holding hands with Master Tigress. As soon as he saw that, he put two and two together, and felt so proud of his son. "Oh! My boy is on his first date"

Po rubbed the bridge of his nose with his thumb and index finger in embarrassment. "Dad, the noodles please"

"Oh, I'm so happy for you my boy. You know he had always dreamed of going out with you, Master Tigress"

"Really?" asked a blushing Tigress

"Dad!" said Po as he tried to but in. It didn't work.

"Oh, yes, when he was younger he would walk up to hand over a love letter, oh those where the days"

The two warriors blushed at each other and laughed. It was because of those letters that they were here today. As went on a nostalgic rant about the past, to himself. Po felt someone tug at his pants. Looking down, he noticed a few of the children from the school.

"Hey kids, good to see you"

"Hey Po, are you on a date?" asked one of the children. Po blushed as he looked over to Tigress, who looked even more beautiful than the last time she wore her dress. Nervously, he nodded back to the children, who all said "ewww. Gross"

"Whats wrong with that?" asked an offended Panda

"Girls have cooties" shouted one of the male children. The girls of the group nudged some of the boys in defense. Tigress saw this and decided to teach the boys a lesson.

"Yeah, we girls have cooties, and this is how we pass them on." With that, Tigress leaned up and kissed Po on the cheek. Po's eyes shot wide open as he turned an ever brighter shade of red. Tigress was also blushing, but was hidden well by her fur. She leaned back down, and addressed the children once more. "So, you best watch out, cause if you get kissed on the cheek, you have cooties for life."

The girls of the group noticed that Tigress gave them a small wink. The girls immediately knew what she had planned, and they started to chase the boys, making kissy faces. All the kids ran out of the shop and into the street, either wanting to give kisses or running from them.

The couple got their noodles and walked into the street, looking at all the festivities. There were street performers, games and all sorts of wonderful things to do. As the two ate their noodles, Tigress just had to ask something that had been bothering her since they left the noodle shop.

"Po?"

"Yes Tigress?"

"Is it true what your father said?"

"What part?"

"This is your first date?"

Po nearly choked on the noodles he had in his mouth. Tigress patted him on the back to help him. He had hoped she didn't hear that part. There was no escaping it now.

"Ugh … well … yeah, kinda." said Po nervously as he cleared his throat and tried to breath. Tigress was a little bit taken back by this fact.

"Why havent you been on a date before? I mean your a nice guy."

"Sure, but, well, who would want to go out with a big fat panda." Po patted his stomach, which has caused him much grief in the past. Tigress felt angry. So he was fat, so what? Po was kind, sweet and loveable. Tigress in her past, never socialized much, but she could tell because of his weight that he must have been rejected and bullied a lot. Tigress was about to contemplate hunting down all the people who hurt Po to slap some sense into them, but when she noticed those sad green eyes, she knew what she had to say.

Tigress stood in front of Po and stroked his cheek with her hand. Tigress's hand felt so soft and warm, Po tried his best not to nuzzle into her hand. While she was stroking his cheek, a sweet, tender smile found it's way onto her face, and she whispered.

"I would, Po."

Po could feel his heart race as these words sunk into his brain. He stroked the hand that was stroking his face. Po then took the hand and kissed it. Tigress blushed at this gesture, as Po returned her hand. The two shared a sweet smile as they continued to walk down the street, finishing of their noodles.

"You know Po, this is my first date to" pointed out Tigress

"Really? Huh, so we're each others first right?"

It took Po a full minute to realize what he had just said.

"I MEAN, UH..."

Tigress couldn't help but laugh at the now panicking Panda.

"It's okay Po, I know what you meant" said Tigress as her laughter died down.

As the night went on, people danced, drank and sang the night away. Shifu had lost a few games of mahjong, Viper was enjoying her night with Mantis, Crane was enjoying the many fish that were being served, Monkey and his two ladies were found passed out at the bar. Po and Tigress enjoyed each others company. Midnight was slowly approaching, and everyone knew what that meant. When midnight struck, every couple had to share a kiss. It symbolized each others love, and would bring good fortune to them both.

The band started to play a slow, romantic song, as all the couples went onto the dance floor for one final dance: the slow dance. Po and Tigress began to walk towards the dance floor but was shoved aside by the rushing couples who wanted the spotlight. Soon, the whole dance floor was packed with couples, hugging and spinning in a circle slowly. Po and Tigress began to pout. Thanks to Po's girth there was no space for them. Then, as if from nowhere, a female swan, carrying an umbrella, approached them from behind.

"My, my, such a lovely couple" said the Swan

"Thank you" replied Po, blushing

"Here, let me play you two a small tune, just for you"

Without time to reply, the swan placed down her umbrella and pulled out a flute from within her robe. When she started to play, Po and Tigress became fixated on her music. It was beautiful, graceful and romantic. For them, this music drowned out the music from the band. As the swan sat down on the ground, still playing, Po and Tigress looked at each other sweetly. Po opened his arms to Tigress, inviting her to dance with him.

She gracefully accepted.

Tigress wrapped her arms around Po, and Po put his hands on her waist. The two then began to sway side to side while slowly moving in a circle. As the two began to slow dance, their eyes never left each other. For Po, Tigress's eyes were majestic. The moon reflecting of them almost made them hypnotizing. Po's heart was racing at a million miles a minute. He had his hands on Tigress's waist. The girl he has loved for so many years.

For Tigress, Po's eyes held many wonders in them. The color, the honesty, the caring. Every time she looked into his eyes, her heart would begin to flutter and race. Truly, she knew that she loved Po, and tonight she would tell him.

Love

A word, a feeling.

And yet the strongest word and feeling of them all.

Tigress never thought that she would ever fall in love, or that anyone could ever fall in love with her.

A tear trickled down Tigress's face, which Po noticed.

"Tigress, why are you crying?"

"I … I've never been this happy before" admitted Tigress as she wiped the tear from her face. Po, felt his face turn slightly red. The feeling Tigress had, was the same he had. Tonight was the night, now or never.

Po moved his hands from her waist and onto her back, and pulled Tigress into an embracing hug. Tigress nuzzled the side of her head onto Po's shoulder as he stroked the back of her neck with one of his hands. Tigress began to purr at this gesture. In return, Tigress started to caress Po's back, letting out her claws a little, so she could teasingly scratch him a little. When Po felt this, it sent shivers down his spine. He liked it. Po rested his head on Tigress's shoulder as they continued their dance and slight teasing.

Suddenly the band, and the flute player, stopped playing their instruments. That meant only one thing: It was coming up for midnight.

Po and Tigress broke their embrace, but still hold onto each other, gazing into each others eyes.

As the countdown began, the two felt something, they didn't feel nervous, worried or panicky. To them, this felt right.

Unbeknownst to them, high in the sky, Razorbeak and his bird army were circling the Valley, looking for the sign. All the birds, except Razorbeak, were carrying a lit torch and a sack with a fuse sticking out of it.

On the ground, the flute player, had picked up her umbrella and opened it. While in her hand, she began to spin it fast. Razorbeak, saw the spinning umbrella. This was the sign. The sign that the Dragon Warrior was right in front of her.

"Okay boys, you know what to do"

With that, Razorbeak left his men and skydived towards Po.

"5...4..." said one of the band members.

Po and Tigress got closer and closer, there noses touching.

"3..."

Closer and closer still. They could feel each others warm breath on their skin.

"2..."

Po and Tigress both closed their eyes as they prepared to share their first kiss, ever.

"1!"

Their lips weren't even two centimeters away, when Razorbeak swooped in and grabbed Po by his fur on the back of his neck with his talons. He ripped him away from Tigress, who was practically about to kiss air. Everyone's kiss was interrupted by the Eagle throwing Po into a nearby wall. Po slammed into the wall, and landed on the floor with a thud. Razorbeak flipped in the air and dove once again towards Po, with his razor-edged beak pointing at the Panda's heart. Po saw this coming and as he got up, uppercut the bird, sending him twirling into the air.

Shifu and the rest of the five, also noticed this attack, and rushed over to Po's side.

"Po, are you alright" asked Shifu

"Yeah, I'm fine, he just caught me of guard" replied Po

"Let's cook this bird!" said a very, very angry Tigress. Razorbeak, had not only ruined the whole evening, but he had ruined her first kiss. He would pay. Razorbeak, finally got his composure back, and perched himself on one of the roofs.

"Good, now that I have your attention. Prepare to meet your doom! Try and catch these Panda!"

Razorbeak, shot of towards the sky, back to his men. Po and the others looked at the many birds in the sky, but couldn't tell what they were carrying. When Razorbeak returned, one of the birds, lit the fuse with the torch he was carrying and let the sack go. The object fell towards the valley and landed on the pottery shop, which was near Po's location. As soon as the object hit the shop, it exploded, destroying the shop, and sending a shock wave that knocked over a lot of people.

"What the hell was that?" asked a groggy Monkey.

"I have no idea, but we must protect the villagers" replied Shifu, who then rushed to the stage to get everyone's attention. "Everyone, go to your home, and get your essentials. Then head to the Jade Palace. Hurry!" As soon as he had finished his statement, another object was dropped by the birds, this time much closer, killing a few of the elderly. Some of which were good friends with Shifu

Without a second to think, the whole valley rushed to their homes and got the bear essentials. The band, street performers and a certain flute player, made their way to the jade palace along with the villagers.

Po and the five, along with Shifu had to do something about these birds, and the objects they were dropping.

"Viper, Mantis, hop on" ordered Crane. The two complied. Mantis held onto Cranes hat and Viper wrapped herself around his neck as they shot of into the air, taking the birds head on. One of the birds dropped the sack he was holding. As it got closer to Po, he had an idea.

"Hey, these things sorta look like cannonballs" Po pointed out to the remaining five and Shifu. As Po got into his Inner Peace stance, everything went into slow motion. Po could now see what these objects were. 'It's metal ball, a cannonball. No problem. Wait, no, something is different. There's a fuse coming out of it. Its lit, its going to …'

was all Po could think when the metal ball exploded about 5 feet from his hand. The blast sent Po screeching on the ground. Tigress ran over to him, helping him up. Po's ears were ringing, his vision blurry, his head was spinning. All around him, he could see fire and explosions, and the remains of those who were unfortunate to be in the blast radius. More and more, these explosives fell, shaking the earth on contact. As Po's vision, hearing and balance started to come back, he noticed Tigress was shouting something to him.

"PO! PO! ARE YOU ALRIGHT?" said Tigress, who was cradling his head, trying to wake him up

"I-I'm fine, Tigress" said Po, who had finally regained his senses.

"Oh thank god!" said Tigress, as she hugged Po. It didn't last long, as Shifu interrupted.

"Listen, they aren't carrying cannonballs, they're carrying some sort of explosives"

"We have more problems, get up Po"

Shifu pointed out towards the entrance to the valley. From the woods in the south, some wolf and crocodile bandits appeared and had pushed out, what looked like a giant wooden spoon on wheels. What it was however, was Shens newest weapon: The Catapult.

The bandits loaded a giant boulder into the catapult, and pulled the switch, sending it flying towards the valley. Shifu jumped into the air and with one punch, turned the boulder into rubble. The wolves smirked at this, as more bandits brought out more catapults, with a lot more boulders. Po, Tigress, Shifu and Monkey, braced themselves for the barrage of boulders that was to come.

Meanwhile, in the sky.

Mantis, jumped of Cranes and kicked one of the birds in the face, sending him crashing into some other birds, making their explosives go of. Viper was jumping from bird to bird, entangling them with her body, and breaking their necks. Crane was fighting of as many birds as he could, while making sure Mantis or Viper didn't fall to their death. Suddenly, Crane was smacked by a very powerful force. Razorbeak tackled the avian bird away from his men.

"You've got some skill, rookie" mocked Razorbeak as he flapped his wings, keeping him afloat.

"Who you calling a 'rookie' old timer" snapped back Crane

"Hahaha, C'mon, lets see who really rules the sky"

Razorbeak lunged towards Crane, but the young bird was fast. He dove below Razorbeak and then raised himself up, taking of into the clouds. Razorbeak gave chase. To them, this was a game of hide and seek. They had to be quiet, one wrong move and the fight would be over. Crane looked as much as he could, but the clouds were thick. Razorbeak could not be seen, and if he did see him, it would be to late to react. Then out of the corner of his eye, he noticed a glimmer in the clouds. The moonlight was shining of Razorbeaks beak. This was all that Crane needed. He dashed towards the Eagle and dealt a swift kick to his jaw. Once again, the eagle was sent spinning into the air. Once he regained his balance, he dove back into the clouds, hiding.

Mantis and Viper were busy, taking out as many birds as they could.

"Some date huh?" joked Mantis

"I don't know, I kinda like it." joked Viper, teasingly

"Ohohoho, you are one dangerous lady" replied Mantis, while he set of another one of the birds explosives.

Viper giggled at his comment, but was grabbed by one of the birds. "Mantis, help me" screamed Viper, who hated being in the talons of birds.

"Hang on, I'm coming" said Mantis as he struggled to get to her. "Let her go, you feather duster with legs." The bird, complied.

Viper was falling at an incredible speed towards the earth. Mantis, who was stuck, holding up the upper half of a beak so he wouldn't be eaten, couldn't help her.

"Your good kid, you found my weakness" said Razorbeak as he flew through the clouds.

"It was pretty obvious" mocked Crane

"Hmhmhm, and so is yours, look down there"

Crane looked down to see his friend falling to her death, without hesitating, he dove towards her, forgetting all about Razorbeak. It was a grueling chase, but Crane grabbed Viper in his talons. Viper was freaking from almost being flattened and the fact she was in a birds talons once again. Crane didn't have the time to calm her down, as Razorbeak dove into Cranes back, sending him flying towards the ground. Crane turned around to face his attacker. Razorbeak used his talons to claw away at the birds face. Crane used his long legs to push Razorbeak away, but the Eagle was much stronger than he was. He leaned in and bit into Cranes leg, greatly wounding him. Crane could feel the sharp razors digging into his skin and bone. Razorbeak was about to bite his whole leg of, when Mantis fell on his head, and kicked him in the eye. Razorbeak spread out his wings, giving him flight once more, letting Crane, Mantis and Viper fall to the ground. To make sure that they died however, Razorbeak ordered his men to drop the rest of their explosives. Hundreds of explosive metal balls fell towards the three warriors, and if nothing was done, they would die.

"Mantis, get in my hat" shouted Crane

"Your the boss" said Mantis as he scurried into Cranes hat.

Crane sent a distant glare to the eagle that had bested him, he would not allow him to win. Taking in a large amount of air, Crane readied himself for his next attack.

"WINGS OF JUSTICE" shouted Crane, loud enough so that everyone could hear, Po, the five and especially Razorbeak.

Crane then slapped his wings together and sent a shock wave towards the falling explosives. Razorbeak was amazed when the metal balls stopped in the air, but was horrified when they shot back right to them.

"RETREAT!" shouted Razorbeak to his men, but it was to late. The balls had already reached them and exploded, killing them all. Razorbeak fell from the sky, barely conscious. He dived towards the bandits who were firing boulders at the valley.

As Crane flipped over and gracefully flew over to Po and the others, Razorbeak landed at the feet of a wolf with a loud thud.

" I … I think … I think we got their attention. Proceed to phase two"

The wolf nodded at the Eagles order. As he picked him up and carried him on his back, he gave the order to the bandits to retreat. The wolves and the crocodiles all ran towards the woods to the west. Po, Shifu and the others all helped Viper calm down and Crane with his damaged leg. Noticing that the enemy had retreated into the west woods, Shifu gave the order for everyone to go to the Jade Palace.

Once there, Po and the five, except for Crane, changed into their normal clothes, ready to pursue their attackers. Shifu and Crane were taking care of the villagers and street performers. Some were in panic, some were injured, and some had succumbed to their wounds.

The flute player was tending to Cranes leg, it was a mess. Razorbeak had torn through the skin and sinew, and was scraping against the bone. Crane had to be strong, but even he had a hard time showing he was not in pain. Po and the rest of the Five approached Shifu, waiting for their orders. Shifu, who had just closed the eyes of another one of his oldest friends, stood up and faced his students, with anger in his eyes.

"Find those responsible … and bring them to justice"

Po and the others nodded, and took off.

As they left the valley and ran of into the west side of the woods, Shen and the rest of his army were watching from east, hidden in the trees. Things were going perfectly.

As Po and the others dashed onwards to catch the attackers, Po slowed down a little to talk to Tigress.

"Hey Tigress" panted Po

"Yes?"

"You still owe me a dance" said Po as he smirked. Tigress snickered at this silliness. She wanted to tell Po how she felt, and continue where they had left of, but that would have to wait, they had a job to do. In the distance, the bandits had stopped near the edge of a cliff. This place was known as Thunder Pass, because over the cliff was a rapid river, with jagged rocks, which lead to a giant waterfall. The noise of the water, hitting the rocks, was so loud and fast that it sounded like thunder. The bandits were resting at some nearby trees, a safe distance from the cliff.

"Man, did you see the look on their faces?" asked one of the bandits.

"Yeah, they were all like 'oh no, not more rocks' and we were like 'oh yeah, were sending more rocks' and they were like – ugh"

The bandit was cut of by Razorbeak, who had kicked him in the jaw. "Silence you fool, and get ready. They are coming"

"You gotta be kidding me? There is no way that big fat panda could've caught up to - "

The bandit was cut of, by a giant black and white ball, slamming into his back, at full speed and force. The bandit was sent flying, face first into one of the trees. The rest looked in shock at the damage that had been done, before they saw that the attacked was none other than the Dragon Warrior.

Po uncurled from his ball, feeling very dizzy. Tigress was there to help him regain his balance.

"You know. Ugh. I think the cannonball attack was a good plan, phew" said Po, as the others caught up with them. The five masters got into their fighting stance, ready to rumble.

"Well well, look who stumbled in"

"Your going to pay for what you did to Crane" shouted Po

"Awwww, did I hurt that itty bitty weakling? Hahahaha"

"You take that back you bastard" shouted Mantis

"Why don't you come and make me, shorty"

Enough was enough, Po and the others charged at the bandits. Po ran up and stood on a wolfs foot, then he flipped over him and grabbed his ears, as Po landed he threw the wolf at some oncoming enemies. Tigress ran towards a wolf, who was raising a sword in the air. Tigress arched her back and fell to her knees as she powerslided towards the wolf. As the sword came down, it barely missed the Tiger, as she slid between his legs. That's when she saw her target. Before going completely through, Tigress sent a swift punch between the wolfs legs. The poor wolf, whimpered as his manhood was crushed with on measly punch. As Tigress was finishing her slide, she pushed herself up with her hands with full force, and sent both her knees to two oncoming bandits. Monkey had broken of a nearby branch and was using it to fend of multiple crocodiles. One of the crocs lept forward and tried to take a bite out of him, Monkey avoided this well, and smacked the croc on the head. Monkey then ran on the scaly enemy, and jumped of its tail. Two other crocs were coming from him at opposite sides. Monkey planted his make-shift weapon into the ground, and spun around on the top of it, using his hands. He delivered a swift kick to one of the crocs temples, and another kick to the other ones eye. As Monkey got of the stick, he eyed the last to crocs who surrounded him. They looked at each other, nervously, and decided to turn and run, but Monkey wouldn't allow it. Carefully, he aimed his stick and threw it at one of the crocs heads. By luck the stick hit the croc, ricocheted of his head, and smack the other one. "Hehe, two crocs with one stick." Before he could even laugh at his own joke, he was surrounded by more bandits.

Viper and Mantis were working together to take down Razorbeak, who, although hurt, was an amazing fighter. Mantis jumped, and tried to kick the Eagle in the head, but Razorbeak swiftly ducked. Viper in retaliation, wrapped herself around the bird, hoping to snap him in two. Razorbeak simply spread his wings, knocking the snake of. As Razorbeak turned back to face Mantis, he saw three stones coming towards him. Razorbeak knocked the stones to one side and surveyed the area for the small insect. Little did he know, that on the third stone that was thrown, was Mantis, attached to it. Mantis picked up the stone, jumped and and smacked Razorbeak in the face with it. The wounded bird, staggered back, spitting out blood.

"You little – I'll make you pay for that. I'll make you all pay"

"You and what army?" mocked Viper as she slithered up to Mantis.

"This one" replied Razorbeak. As soon as he finished his answer, Viper and Mantis found themselves surrounded by more bandits. There didn't seem to be and end to them.

Po was holding his own ground, until he felt a big furry hand on his shoulder. Before Po could even blink, he was thrown past the trees and towards the cliff. Po screeched to a stop as he was nearing the edge of the cliff. Po could see the rapid river, the rocks, and in the distance, the waterfall.

Po stood up and turned to face who it was who threw him. In front of him were ten wolves.

"Alright, so which one of you has the good throwing arm?" questioned Po.

From out of the darkness of the trees, came a tall, black bear wearing a long gray coat. Po's mouth opened in awe and fear. He looked scary, and the scar on his eye didn't help. He was about one foot taller than Po.

"I am the one with good throwing arm"

"Oh, you, hehe, ugh, nice throw" said Po nervously.

"High praise, from you. You are legendary Dragon Warrior, yes?"

"Y-yeah, that's me"

"Good, I am glad we finally get to meet"

"Wait, are you the one behind all this?" asked Po, who was getting angrier.

"No, I am not on their side, I just want one thing, Panda."

"Oh … and what would that be"

"A fight to the death … with you" The black bear pointed at Po, which made said Panda, very nervous.

"With me? Why?"

"You are Dragon Warrior, strongest warrior in China, right?"

"Me? The strongest? Nah, I don't think so. I think Tigress is much stronger" Po pointed out the Tiger behind the bear. Po lowered his head in nervousness. This bear was seriously scary. The bear glanced behind him to the Tiger. The bear simply smirked.

"If that is true, then I am disappointed. You see, I already fought that kitten, and she was no match for me. No match at all"

Po raised his head slowly, and glared at the bear in front of him. His eyes were filled with pure rage, his hands had turned into fists, and the fear that was inside him was gone.

"Your the one who did that to Tigress?" shouted Po

"Hmhmhm, it was fun, I enjoyed watching her beg for mercy as I beat her to a pulp. It was -"

Before the bear could even finish, Po jumped towards him and kneed him in the chin. This bear had officially crossed the line. When Po landed, he grabbed the bear by his coat and threw him towards the edge of the cliff. The bear landed on his feet, and slowly stood up, wiping the blood from his jaw. Po was about to lunge for the bear, when he eyed the wolves behind him.

"Don't worry Panda. They will not interfere, they are just here as witnesses." said the bear as he regained his composure.

"You want a fight to the death, you got it!" said Po as he got in his fighting stance.

The bear cracked his neck and his knuckles at the same time, preparing himself for the fight to come. "Good, don't disappoint me, Panda"

"Lets do it!"

And with that, the two warriors charged at each other, both of them swinging their right hand back, sending it forward, and smacking each other on the side of the face with their strongest punches. The shock wave from the punch, opened the bears coat, making it rustle in the wind. The ground around them cracked a little, and the leaves on the trees began to quiver. This would be Po's hardest fight to date, but he would not let this bear get away, not after what he did.

He had to win.

Meanwhile, The Jade Palace

All the villagers were in the Jade Palace, treating their wounds or the wounds of others. Shifu was also trying his best to help the villagers, but he was worried for his students. The flute player was still tending to Cranes leg. She would not let Crane or Shifu out of his sight. Unbeknownst to everyone in the palace. A lone bird was walking up towards the jade palace, his hands in his robe, contemplating how this was going to turn out. He had not set foot on these steps in over 30 years.

Shen, was going to enjoy tearing this place apart.

approached Shifu, with something to eat in his hand.

"Thank you, " said Shifu as he began to eat what was given to him.

"No problem Master Shifu. Are you okay?"

"I am fine . It's just, I get nervous whenever I send my students out on a mission."

"I see … especially after what happened last time"

Shifu knew what was talking about. The cannon nearly killing Po. Tigress being brought in, half dead. Shifu felt so much pain when he thought one of his students had died, even worse when he thought his own daughter was dying. But how did know

"What? How did you"

"Po told me. Shifu, you and I are both fathers, I know what it is like to worry. I worry all the time, even when Po is in the palace I worry for him. I know you worry for your students, but I bet your really worried about Master Tigress"

"... I almost lost her. Someone nearly killed her. I – I worry."

Shifu clutched onto his staff, as he held back the tears that were beginning to form. placed one of his wings on the red pandas shoulders and looked at him with a smile. "Then, you are a good father."

Shifu tried his best to smile at the compliment, but it did not help. He was still worried.

"Besides, Po is with her, and if I know my boy, he wont let anyone hurt his friends"

Shifus smile started to become stronger. was right, Po would protect his daughter if he couldn't.

" … Thank -"

Shifu was cut of by the palace door locks being sliced in half. As the door burst open, Shifu saw a face he did not expect to see. None of the villagers expected to see his face ever again. Shen stood in the doorway, a devious smile on his face, placing his hands back inside his robe. He surveyed the room until he found Shifu. As the two masters locked eyes, a bolt of lightning struck in the distance, followed by the noise, which sent a chill down everyone's spine. Shen walked into the palace, and all anyone could hear was the clanging noise of the metal talons hitting the marble floor. No one dared to speak, some didn't dare to breath. Shen waled over to Shifu, but stopped halfway, as he noticed a small family of rabbits, cowering bellow him. Shen leaned forward, and whispered "Boo."

The whole family passed out due to fear, which caused Shen to laugh in amusement. He continued to walk over to Shifu, who had taken his defensive stance.

"Lord Shen, your looking well, for a corpse."

"Oh didn't you know, dead is the new alive this season."

"So, this is all your doing"

"Well done, someone give the genius a hand. Of course it was me you idiot!"

"What do you want"

Shen stopped about 6 feet away from Shifu. He raised his head and addressed the villagers. "I offer you this once chance, run, run from this valley and you will live. Stay here and you will die. I have some 'matters' I wish to discuss with your Grandmaster. Leave or die, your choice."

The villagers looked at each other, all hesitant to leave, all thinking it was a trick or a trap. Shifu never took his eyes of Shen, until he heard a grunt come from Crane. The flute player, who was attending to his leg, had just hit him with a paralyzing dart. Quickly, the swan reloaded her flute, and blew a dart towards Shifu, who deflected the dart, but the dart still nicked him, just slightly. The paralyzing poison was in his veins. It wouldn't be long until the full effect kicked in.

"GO! RUN!" ordered Shifu. The villagers complied. All the villagers, stormed past Shen and out of the palace. Each villager knew where to go. In case of an emergency, like this one, or when Tai Lung attacked, there was a rendezvous point that all the villagers had to head to. Before headed out the door, Shifu grabbed him by the shoulder and said "take care of the villagers, until I get there"

"Take care, old friend"

"You too, now go"

With all the villagers gone, Shen, Shifu, Wello and a paralyzed Crane were left.

"So … this is how it is going to be?" questioned Shifu as he grabbed his staff, and readied himself.

Wello unsheathed her sword from her umbrella. She held the sword in one hand, and the umbrella in the other. Shen pulled out his lance from his robe, along with three knives in one of his hands.

"Well, you see Shifu..." said Wello as she got into her fighting stance

"That … is how it must be" said Shen as he glared at the old master, readying himself in his stance.

About 5 miles apart, both Pandas were getting ready to fight for their lives. Not just their lives, but the lives of all they cared about. Both Po and Shifu took a silent vow

They would not lose.

No matter what.

A/N: Ooooooooh, I feel bad leaving it of their, but your just gonna have to wait until I update to see what happens. Will Po make Razputin pay for what he did. Will Shifu stand a chance against the terrible duo. Find out next time. Until then. Review, and tell me what you thought, tell me tell me tell me ^-^. Late – ers.