Plot
In the Valley of Peace, Po helps his adoptive father, Mr. Ping, and his biological father, Li Shan, open their new restaurant. Master Shifu then tells Po that he must advance and become a spiritual leader, which means Po can no longer be the Dragon Warrior and must find a suitable successor to take his place. Po struggles to choose the right candidate as he doesn't want to loose his status as the Dragon Warrior. However, he stumbles upon a fox bandit named Zhen trying to steal ancient weapons from the Jade Palace. Po is able to outsmart Zhen and send her to prison. A group of mine workers tell him that his old enemy Tai Lung has returned and destroyed an entire quarry. Zhen reveals that Tai Lung's return was masqueraded by a sorceress known as the Chameleon, who can shape-shift into any animal she wants as well as copying various Kung fu techniques simply by touching them.
With Zhen's assistance, Po heads to Juniper City to take down the Chameleon, little knowing that his worried fathers are following them. They encounter a shifty tavern and fight off the inhabitants. They arrive at Juniper City, where they are almost arrested and escape to the Den of Thieves, where they receive aid from the den's leader Han, who is also a close friend of Zhen. From there, Po and Zhen head to the Chameleon's lair until Po is captured. It is then revealed that Zhen has been acting as a double agent for the Chameleon; her task was to acquire Po's Staff of Wisdom, which has the power to access the Spirit Realm. Po almost manages to escape, but the Chameleon fools him and throws him off a cliff. He nearly falls to his death, but is rescued by his fathers, who convince him that sometimes change can be good.
Using the staff, the Chameleon summons every deceased martial arts master to steal their kung fu, including Tai Lung, Lord Shen, and General Kai.[note 1] Zhen reunites with Po, but he refuses to back down from facing the Chameleon, so she, Ping and Li head back to the Den of Thieves to convince them to help them save Po. As they battle the Chameleon's army of Komodo Dragons, Po attempts to reason with the Chameleon to no avail. They battle, but when Zhen intervenes, the Chameleon turns into a Chimera of several kung fu masters. After the battle, she then shifts into a copycat of Po, fights him, and soon traps him in a cage. Putting his trust in Zhen, Po gives her the Staff of Wisdom, with which she bests the Chameleon. Po, who was only pretending to be trapped, defeats the Chameleon using the staff and returns all of the stolen kung fu to their owners, who show respect to Po and return to the Spirit Realm; Tai Lung takes the Chameleon with him.
Po chooses Zhen as his successor at the Valley of Peace, much to Shifu's annoyance. Confident of his choice, Po and the Furious Five help train Zhen to become the next Dragon Warrior.
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