In the distance one could see the flashes of lighting, but Li-Mei didn't. The storm was approaching fast, however the young red panda had already knew that. So as she walked back to the sleeping barracks, she couldn't help but replay her confession to her uncle, and the look of hurt and betrayal that crossed his face. Clutching her chest, she felt her betrayal break her heart further, the red panda's legs soon gave away. Li-Mei had collapsed on to the ground silently sobbing at the hurt she caused her uncle, but not only that but the lose of the only actual family she had. As she stopped crying, her ears began to twitch to the sound of footsteps moving toward her. Looking around Li-Mei, spotted the area where the sound was coming from, just on the other side of the building where a sleeping panda was. She wiped her tears away, getting up, but being sure to be as quiet as possible, the young red panda slipped in to the sleeping barracks. At that exact time two intruders were going through a window on the opposite side.

Li-Mei, could hear everything including the snoring from the Dragon Warrior, who unknowns to him, two assassins were heading right for him. She arrived in the hallway just in time to see two shadows in enter, Po's room. The sound of the mumble voices, and the shuffling of footsteps. Once she was close enough, Li-Mei stopped in her tracks, she recognized the voices.

"Hmpf! I was hoping he would be awake. I wanted a challenge, not kill the Dragon Warrior in his sleep." huffed the gray wolf.

"Well, why don't you wake him up then, if you want the challenge so badly." remarked the wildcat leopard hybrid.

"Hmm, never mind. We have to hurry anyway. Sensei wants us to search the palace grounds for Aka. Komori hasn't been able to locate her all day." the wolf explained.

"Well, hurry up Okamai." said the slightly disinterested feline. Okamai then quickly and as quietly as he could pulled out his two throwing axes. At the exact time Li-Mei sprinted toward Po's room, but it was to late. Just as she arrived her ears caught the thud of the axe. She stared at the door, her heart heavy because she didn't make it in time. Suddenly, she heard shuffling, and then BOOM! Li-Mei wasn't quick enough to dodge the on coming debris and bodies. As the dust cleared, the red panda tried to get up but there was something or someone on pinning her down. She moved her head around to see the wildcat leopard, as well as Okamai. Li-Mei swung her head back to the hole where the door used to be. There a large shadow filled in the gap.

"Po?!" yelled Li-Mei, still struggling to get free. The large shadow mass ran toward, as it came it to the light the young red panda's blue eyes met the green ones of the Po.

"Li-Mei, are you okay?" Po asked as he pushed Okamai, and the feline aside. "Yeah, I'm okay. But I-you-they were in your room. He threw an axe at you! How did you dodge it?" the young red panda asked.

"I heard this loud scrapping nose that was making my head hurt. When I open my eyes to see those two in my room, the wolf just threw the axe at me. He would have hit me in the leg, but I moved it just in time." smiled the Dragon Warrior

"Po...there's something I need to tell you...Um, I-I know who they ar-"

"AKA!?" called the cat.

"Hokuto..." she said her ears flat against her head.

"Hoku...wait you know him!?" A shocked panda said.

"Yes...that was what I was trying to tell you. Before, he interrupted us." the small red panda softly said.

"Aka, we've been order to find you. Now that's done, you must come with us. Sensei wishes to talk to you." Okami stated.

"No." Li-Mei responded.

"No? Aka, it's an ord-"

"Kitsune is no longer my master! And my name is not Aka! It's Li-Mei." she shouted at the two.

"Hey...I remember you." Po suddenly said. " You guys were at that village...and you we were attacking...Li...Mei." He looked at the red panda.

"Po, I-I can explain. I-"

"You're one of them! You lied to me and...to Master Shifu!"

"Yes, I was one of them but you've got to understand-"

"Understand? You are with them! You are one of them! They have been terrorizing and taking over all the neighboring valleys! They've hurt innocent people!"

"Po-"

"Not only that you've betrayed Master Shifu! You spun your lies, about being his niece! You going to break his heart when he finds out!"

"I already have...I told him early today. I couldn't live with knowing what was about to happen. I rushed here to collect my things and tell you good-bye. But not once did I lie about being his niece!"

"If you two are done squabbling...Aka or who ever you are, now. You're coming with us, we have orders to follow. Sensei ordered us to bring you...he didn't say uninjured. As for you panda...we've been order to get rid of you." Okami said with a sinister smile.

"Well, I hope you don't mind disappointing Kitsune. Because I'm not going anywhere! And the only way you're going to get to Po is through me!" Li-Mei yelled back. She stood in a defensive stance, her large blue eyes looking in to the black eyes of Okami. Po stood there staring down at them. In his mind a small smile crept up, he seemed confused as to why he would be smiling in the inside. But as he looked down at Li-Mei he understood, this red panda wasn't like Tai Lung who was power hungry and felt no guilt for what he done to Shifu. But Li-Mei was willing to protect him, and felt absolutely horrible for what she did to her uncle.

"I forgive you, Li-Mei." Po said quietly. The red panda looked up at the Dragon Warrior. Just then Okami and Hokuto attacked.


He stared in to his reflection, the more patches of white fur were showing up, and his tired blue eyes stared back. Shifu, saw how hurt he was, but also how such heart breaks have affected him. He walked over to the other side of the Moon Pool, slowly sitting down next to it. Grabbing his flute from out of his sleeve, Shifu began to play a hurtful melody. Just at the song began, it ended, having heard something coming toward him. Master Shifu gripped his flute harder, and allowed his ears to focus on the sound of foots steps coming near. Realizing that the foots belonged to only one person, someone he hadn't seen in decades.

"Kitsune...why are you here?" the aged red panda said, without even turning his head.

"Ah, Shifu...I see you recognized my footsteps. I'm surprised that you'd remember." Kitsune retorted. The red panda only glared at Kitsune. He couldn't help but wonder as to why this fox was still out to get him, even after so many years.

"You didn't answer my question! Why-Are-You-Here!" said Shifu with an icy tone.

"No need for the attitude! Where are your manners? I thought the Grand Master of the Jade Palace, was suppose to be gracious to all guest? Well, in any case, I'm here to take over the Valley of Peace, to put quite simply."

Shifu looked at the fox, his thoughts taking in what he had said. He completely understood it of course. But the fact that Kitsune was being so very blunt about it, let alone believing he as going to succeed.

"You know you won't succeed. I will not allow it!" the red panda smirked. The fox moved closer to Shifu, who stayed in the defensive position.

"Oh, I truly do believe I will. Shifu have you met my star pupil?" the fox asked a small smile on his face.

"Yes...of course your spy."

"Ha! Your precious Li-Mei!? Dear Shifu, she is not my star! She was merely a pawn."

"What?! What do you mean-"

"Here, let me introduce you to the best student I have ever had." Kitsune simply waved his hand in the air. Shifu looked around, his ears twitching the sound of fast feet. Then, in the blink of an eye, a gray blur had knocked down the Master of the Jade Palace, of his feet. Shifu stared up at his attacker, his blue eyes grew wide with fear and confusion.


Quick as lighting the two pandas jumped out of the way. Li-Mei and Po stood opposite of each other, as they stared at their attackers.

"Li-Mei, since you know them...do you think you can talk them out of attacking us?" Po asked, as he dodge an axe.

"I'm afraid not, I know them all to well. They won't disobey orders." Li-Mei explained as she blocked a strike from Hokuto. Just then Okami came swing back but this time focused on Li-Mei. Her ears twitching to the sound of air being sliced by an axe, she barley dodged the attack. However, she didn't have time to react to Hokuto's kick, which sent her to the ground. Just as Okami was about to deliver the final blow to Li-Mei, he felt something tug at his tail. The wolf was swung in to the doors of Tigress's room. Now the Dragon Warrior was focused on the wild cat, who was trying to kick the red panda on the ground.

As she rolled on the ground, Li-Mei noticed that Hokuto was purposely trying not to kick her.

"Hokuto? What are you-" before she could finish her question a blur of black and white knocked into Hokuto. As the red panda got up she started at the unconscious wild cat and then to the panda staring at her.

"Are you okay?" the Dragon Warrior asked as he took a couple steps toward her.

"Yeah, I'm fine. Thank you Po." she responded, "We better get going, we have to get to Master Shifu!"

"Right!" Po agreed. The two students then ran off to the Hall of Warrior, as fast as they could.

"Po, this is what we are going to do. I'm going to go after Kitsune, and you are going to get Master Shifu out of there."

"No, I won't let you fight him on your own!"

"Po...this is between me and Kitsune. No one else is going to get hurt because of my horrible mistake."

"But-"

"AKA, SO NICE OF YOU TO COME!" roared a very large polar bear. The Dragon Warrior and the red panda stopped in their tracks, as they looked up at the polar guarding the doors of the Hall of Warriors. However, he wasn't alone.


"T-TAI LUNG!" Master Shifu stammered as he looked at his form pupil and son. The snow leopard smiled back at the terrified red panda.

"Did you miss me, Shifu?" Tai Lung smirked.

"I-impossible!? Po, defeated you. You..."

"The Dragon Warrior's Wuxi Finger hold, was not enough to kill me. But just merely knock me out."

"How do you know Kitsune?" Shifu asked as he got up, looking from Tai Lung to Kitusne.

"When Oogway and you, put me away at Chor Ghom Prison, Sensei, had heard about my attack on the valley. He sought me out, and sent spies in the prison. He hated you as much as I did, but there was nothing I could do while being locked up, except..."

"Except, what!?"

"You trusted Tai Lung here like a son, I'm pretty sure you never thought that Tai Lung's hatred, would soon cost you your family. Did you?" Kitsune said his smile growing as he watched Shifu's eye become wide with realization. Master Shifu started at Tai Lung and Kitsune, and a fire started to burn inside him.

"YOU! YOU TOOK MY FAMILY AWAY FROM ME!" Shifu screamed.

"That's right Shifu, but you're the one who just banished your only family from the Jade Palace."

"Li-Mei...she has no idea, what you did..." the red panda whispered to himself.

"What was that Shifu?"

"You took everything away from her! You took her entire family away from her! Then you use her to get back at me!? KITSUNE, YOU HAVE GONE TO FAR, AND I WILL NO LONGER ALLOW YOU TO HURT ME OR MY FAMILY!" Shifu sprinted toward the side of the hall, where the only weapon, he knew neither the fox or the snow leopard could welded.

"The Golden Spear..." was all that Kitsune could say. The two foes stared at the red panda who had drawn himself to full height and was holding the Golden Spear. The three stared at each other.

"Tai Lung, I'll take care of this rat." the fox said as he took out his sword.


"Ah, the little rat returns." General Oushi said as he walked down the steps toward Po and Li-Mei. "Kitsune said that you would return, that you would be overcome with remorse for what you did. But you're too late, and he is not to be disturbed while he and his apprentice are talking things over with Master Shifu."

"Well, I'm afraid their little conversation is over!" Li-Mei retorted, as she stood in a defensive stance.

"I'm afraid we can't let you do that. Sensei gave us orders to keep you out of there at all cost, except killing you. But your friend here, well Sensei didn't say we had to keep him alive." Shirokuma explained as he joined his fellow comrade. The two pandas looked at the two henchmen, then looked at each other. Suddenly Lei-Mei was gone, the Dragon Warrior looked at the two henchmen who only stood there staring right back at him with large smirks.

"PO!" came a cry from above. He looked up and there he saw Lei-Mei fighting with a large bat.

"LEI-MEI! I'LL GET-"

"PO LOOK OUT!" A large white paw made contact with the Dragon Warrior's face. Po staggered for a bit, trying to recovering from the blow, but Shirokuma wasn't going to give him a chance. Lei-Mei watched in horror as Po couldn't block one punch from the massive polar bear. She knew what she had to do, but with Komori flying higher and higher, the probability of her landing without seriously injuring herself was dwindling. Then Komori stopped flying up, but now was diving at a great speed, and heading right toward Po. Knowing what he was about to do to them, Lei-Mei swung her legs with all her strength. BAM! The dazed bat let go the red panda but it was already to late.

KABOOM! A large cloud of dust was all that could be seen, and the moans of pain were all that cold be heard. Komori and Lei-Mei smacked right in to the Dragon Warrior, Polar Bear, and Bull. All five of them were some amount of pain from this forceful impact.

"Po…."said the red panda weakly.

"Uhhgg…" the sound of either the panda or polar coming around.

"PO!" she shouted again, but this time she wasn't the only one. As the dust cleared she could see something orange and black running her way, along with something green. As the red panda got to her feet, she was suddenly swept in to the air, and pain was coming from her tail.

"Lei-MONKEY!" Po shouted as Monkey helped him to this feet.

"Po, are you alright?" Viper asked, "Where is Mas-" just then the Shirokuma came charging at them. Viper and Monkey leapt in to action! The snake got a hold of the large white bears arms, just as Monkey kicked the bears feet right from under him. Po stood with his eyes wide and his fan boy grin as he watched his friends/heroes take down the bad guy.

"PO!" the scream of his name brought him back to reality. He looked around trying to find who had called out his name.

"LEI-MEI!" he yelled as he saw the bull running away from the fight, holding the helpless red panda by the tail.

"PO! WAIT!" called a familiar voice behind him. Po turned around and came face to face with…

"Tigress!" he yelled.

"Po, you must let-"

"I have to go help-"

"Po, listen to me she-"

"needs our help!"

"PO! She is a traitor let-"

"NO! Tigress, she may have made some mistakes in her past but she has changed. She needs our help." pleaded Po.

"I-We-Alright, we will help her, for you." Tigress said unhappily. "Mantis, where is Crane?"

"He's busy with that bat…there" Mantis said as he pointing above them.

"Alright, then the three of us will save Ak-what is it Po?" Tigress said as they started to General Oushi.

"Her name is Lei-Mei." Po corrected Tigress.

"Fine. Let's go help Lei-Mei." The three of them were off running to catch up to Lei-Mei who was still struggling to release the painful grip that Oushi had on her tail. She tried to ignore the pain that was shooting up her spine as she swung herself by the tail, to kick the bull. But the sudden tug from his hand gave her attack away, and he would grip her tail harder, making her cry out.

"Sensei will be pleased. You will be arriving just in time to see Shifu's lifeless-" POW! General Oushi hit the ground and Lei-Mei flew from his hand. There standing on top of him was Mantis, with Po and Tigress stand beside the bull.

"Po, thank-" The bull grabbed Lei-Mei's foot and started to drag her back and fling Mantis off as he got to his feet. Then BAM! Po kicked Oushi in the stomach, just as Lei-Mei got free she grabbed the bull by the horns and slammed him to the ground. But it wasn't enough to knock out Oushi he got back up and was in a rage. He charged toward Po, but was stopped by both Tigress and Mantis.

"Po-Look out!" Just then Monkey came crashing in to the poor panda. As quickly as it happened Monkey and Po were on their feet.

"Po. Shifu is in danger. Can-"

"We got this. Go help Master Shifu." Po said pushing Lei-Mei aside as the large polar bear came toward them. The red panda ran toward the Hall of Warriors, the Dragon Warrior and the Furious Five to handle Komori, Shirokuma, Oushi. Little did she know what awaited her.