A/N: Yes, laugh if you will, but Kung Fu Panda was an awesome movie. Very sweet and far more serious than the trailers made it out to be.

This idea sprung because I sort of felt like, despite Shi saying he was at peace, he still had some unresolved issues regarding the mistakes he felt he made in the past.

Reviews, as always, are appreciated, as I'm always looking for something to improve on. Enjoy!

Disclaimer: I don't own Kung Fu Panda.

Po tiptoed as quietly as possible across the hardwood floor. This wasn't saying much, as the floorboards still creaked loudly with every step. Thankfully, nobody ever noticed or cared. He couldn't take any chances though… Shifu would give him quite the chewing out if he knew how often he snuck to the kitchen for a midnight snack.

Po thought Shifu should have been the first to notice, though. Every night on his way to the kitchen, he'd stop by the open door to see Shifu standing outside on the edge of the stairs. Just… staring. Po could never see his face, so he couldn't imagine what he was thinking about, but he decided it was best not to bother him. Everything was right with the Valley of Peace… Tai Lung was gone and everyone was safe again.

And yet there he stood. Every night, without fail.

Po stopped his sneaking as he neared the door. He wasn't sure what was stopping him from taking those few extra steps to the kitchen tonight. Overwhelming curiosity perhaps?

He took one step out the door…

This is an extremely bad idea.

Another step…

I'm only going to make Shifu angry if I keep going.

One last step…

"No midnight snack tonight?"

Po nearly jumped out of skin, but frowned when he regained his balance. "How'd you know?"

Shifu shook his head. "You're about as subtle as a summer snowstorm."

Po frowned again. "Ouch…" There was an awkward silence at this. Po took a step forward and stood quietly next to the small red panda. As the two stood in complete silence, Po seized the opportunity to take a glance at Shifu's expression. If only in hopes that it would give him some sort of hint as to what he was thinking about…

No luck. Po was no expert, but it seemed Shifu's eyes held absolutely no emotion. No sadness, disappointment, hopefulness… nothing.

It was a long shot, but the burning curiosity was getting to him…

"Master Shifu? …What are you doing out here?" To his surprise, Shifu continued staring forward and spoke calmly.

"I'm always here this time of night…"

Po shook his head. "Exactly… It's midnight, what are you doing out here all the time? You're not just standing there for the fun of it…"

Shifu grimaced a bit, but answered as calmly as possible. "I'm just thinking…" there was a slight pause before he sighed in frustration, knowing Po was waiting for more. "About family."

Ah, there it was. No more words were needed; Po realized immediately that Shifu was referring to Tai Lung.

And what a struggle that had to be for him. Po couldn't imagine what it must be like to send someone to destroy something he loved so much. He felt the unpleasant sensation of guilt build up in his stomach. Shifu claimed to be at peace, but Po now realized he was far from it. Somewhere under it all, Shifu was struggling with the decision of how to feel now that Tai Lung was gone. And he was a quiet little guy to being with… Po knew he'd never consider talking it out with someone. But if there was anything useful he'd picked up from his father, it was that talking it out was sometimes the only way to finalize things.

Maybe that was all Shifu needed?

Suddenly, Po noticed his eyes seemed to hold a lot more emotion then he previously thought. It seemed they just stared ahead into the valley, hoping the universe would give him an answer, but knowing full well that one would never come.

"You know…" Po began, breaking the silence. "Sometimes saying it out loud helps it make more sense than thinking it…"

Shifu quickly glared up at Po, his first impulse to become angry with him, but his expression softened when he realized it was the most sensible thing he'd heard from the panda since the day he crash-landed in front of the Jade Palace.

"At last," he spoke quietly, "something wise that I didn't have to teach you." Po's first reaction was to be a little hurt by this, but he couldn't help letting out a small laugh when he saw Shifu give a weak smile. That was quite an accomplishment for anyone…

"You're a fast learner," Shifu continued. "What you lack in physical ability it seems you make up for in an uncanny ability to know what one's thinking simply by looking at their faces." Po twiddled his fingers, taking in the rare compliment.

"Well, yea… I do notice these things. And seeing you out here every night; it's like…" Po paused, searching for the right words. "Like you're wondering why things aren't in order… But you know that an answer to that question doesn't exist." Po was surprised by his own words at this point. But people rarely got to the bottom of what Shifu was thinking, so he took the opportunity and ran with it.

Shifu let out a forced chuckle. "No, things aren't in order, are they? Life can give you something to love so much and take it away at will… No, things certainly aren't in order…" It seemed at this point Shifu was simply thinking out loud to himself, but it was a good start.

Po scrunched his nose a bit before answering. "You have nothing to regret, you know… You have five really great students, an awesome reputation, good friends…" Po cringed as the words came out of his mouth. What was he talking about? Shifu was holding a lot in: he'd just suffered the loss of someone he raised and cared for very much, and only days after suffering the loss of his close friend Oogway. So many things were being taken away from him; to tell him he had nothing to feel sorry about was unreasonable at best.

"Absolutely. And I'm very grateful to be where I am today. That doesn't mean I don't regret the mistakes I've made…"

Po's eyes widened a bit at this. "Mistakes? I'd hardly call them mistakes…"

Shifu shut his eyes tight; whether he was upset or simply trying to control his temper, Po couldn't tell.

"If I had just stepped back and looked at what was happening… If I had noticed earlier what he was becoming; none of this would be happening."

Po opened and closed his mouth a few times, worried that anything he said now could set his master off. "You did notice, though! You listened when Oogway told you that Tai Lung wasn't the warrior, you listened when he told you he had to be defeated before he hurt anyone—"

"And still if I had stopped it before it became a problem, he wouldn't need to be defeated." Shifu interrupted. "I'm the reason he had to die… I'm the reason my students, the village, everyone had to suffer at his hands."

Po frowned, deeply hurt. He suddenly regretted every joke, every backhanded comment, every laugh at his expense. Shifu was a quiet, outspoken, and easily irritated person. But realizing how much he'd been through, Po decided he had every right to be. He blinked a few times, reminding himself that tears weren't going to fix the problem.

He spoke his answer in a tiny whisper. "You didn't know…" he lowered his head…

Silence…

"…It's no fault to love, Shifu…"

Shifu positioned his ears dangerously low, his first instinct to reprimand Po for his lapse in respect, though another evaluation of the situation reminded him that this exchange was far from formal. He took a breath and allowed Po's words to sink in…

It's no fault to love…

And then Shifu did something Po had never seen him do.

He smiled.

Not a weak or forced smile, not a smirk, but an actual, genuine smile, as though the answer he'd so been looking for had finally leaped out in front of him.

"You're more intelligent than you give yourself credit for." He spoke up. "I agree completely. And if it weren't for you, I still wouldn't be able to admit how much I love all six of you…"

Po smiled again, enjoying the silence for once, indulging in the resolution it seemed they finally came to. No, everything wasn't right with the world.

But things were right with the master and student currently standing at the top of the Jade Palace steps, and that was good enough for him.