DUDE, I CAN'T BELIEVE THIS IS HAPPENING!!!!! IT"S HERE, MAN!!!!!! :D

EDIT: BTW, if you're reading this and you haven't read The First Step…… It's not a necessity, but I do advise reading the three chapters that are there. It's essentially just a prologue to this story. You can find the it in my profile! :)

Enjoy!!

Benjirou, Taplo, Lin Lin, and Li-hua all belong to me!

All other characters belong to Dreamworks Animation

NO STEALING ANYTHING, YA HEAR??

Have a nice day. :D

Chapter 1: Changzhi

Breathing in the morning air, he continued his way through the back gardens of the Jade Palace, towards the Sacred Peach Tree. The stone walkway beneath him was worn and smooth from the many generations that had treaded it before him.

His students – now the sons and daughters he had too long denied himself of having – would be waiting for him in the village square. It was the day of the Changzhi Festival, a celebration that welcomed cooler weather and longer days. Shifu, however, had felt like he needed to go to that painted hill that had so often been a retreat for him and his master. For the third day in a row now, he felt that something was hanging over the Valley and over the Jade Palace itself… And it wasn't something good. And he'd have to figure it out himself this time, without the profound riddles and clues of Master Oogway.

Ever since he had been officially named the sigung – or Grand Master – of the Jade Palace, his wardrobe had changed considerably. His robe had gone from orange burlap to a silken, golden-colored one as a symbol of his prestige. On occasions such as this upcoming festival, he also wore an over-the-shoulder drape, almost identical to the one Master Oogway had had.

It was all still taking some getting used to on Shifu's part. It was really the first time he had ever been dressed so finely, at least since he had had to wear a similar robe of white for his capping ceremony. That had been decades ago, as the ceremony was a coming-of-age tradition in which a boy was named a man. At this point in time, in fact, it wouldn't be long before Po's capping ceremony would take place. The panda would be twenty-one before too long…put aside the fact that he had the spirit of a ten year-old.

Approaching the bare-branched peach tree, the red panda master set aside these thoughts in his mind and took in the sight before him. He was sure there was no grander sight in the world than a sunrise over the misted mountains of the Valley, and no better place to watch it from than beneath the peach tree. The sky was a gradient of oranges, pinks, purples, and blues. The sun was peeking halfway out from behind the clouds. A crisp breeze was blowing up from the Valley, and Shifu let it rush past him and ripple his fur.

It was Oogway's way of saying "Good morning, my old friend."

The old red panda's newfound peace of mind had been a relieving change in the past year. He questioned how there possibly could be anything foreboding over his homeland… Everyone was so happy and the Valley of Peace was the very image of its name for the first time in what seemed like forever. They were well protected, and the warrior they had all waited for nearly a thousand years had finally come.

As Po entered his thoughts again, Shifu turned his head to look over at the peach tree sapling growing not far away from its elder. It was coming along beautifully, growing at exactly the rate it should. The upright position it held told Shifu that its roots were strong and deep. The pre-winter rainstorms had given it quite the head start.

It was as he was thinking on all of this that a sudden wind blasted up from the bottom of the mountain; so intense and curt that Shifu had to hold onto his grounded staff to be avoid being blown back into the dirt. He opened his eyes again just in time to see one of the leaves of the sapling snap off in the pull of the wind and go whipping through the air, drifting wildly off towards the mountains.

Almost as soon as the gale came, it was gone again. Shifu watched the lone leaf until it was but a speck in the distance. He was slightly stunned. Why, Master? He couldn't help but wonder. What happened? It was growing so well where it was!

The response was nothing but still air and the normal twittering of birds in the gardens. The old red panda shook his head and had to inwardly smile. Even now, Oogway spoke in nothing but riddles. So he knew that – like always – there was a message to be uncovered here.

Lowering to his knees beside the plant, Shifu closed his eyes and thought on the matter. His master had used the seed of the plant to symbolize Po. The plant had been growing slowly but surely and was firmly rooted into the ground. Now, a part of it had broken away and drifted from its stronghold, flying to who-knows-where and depending on nothing but the wind to carry it to a new ground and new life.

The master again opened his eyes to gaze down at the plant. He understood.

It was time to tell him.

---

"Kai shi!!"

The call to begin sent the crowd into waves of cheers. It was the festival of the winter solstice, just over a year since the Dragon Warrior had defeated Tai Lung. And, at this point in the day, it was time for everyone to see just how far the portly panda had come as a guardian of the Valley. This was the one part nobody dared to miss – a battle between Dragon Warrior Po and ace warrior Master Tigress was the highlight of any day!

Shifu got there not long after the spar had started. He looked up to see how it was progressing so far. Po had certainly improved in his skills over the short year's time, but a few things hadn't changed one bit. He still made nonsensical noises and faces when facing an opponent that simply went beyond the purposeful use of a normal kiai, although Shifu had warned him that it made him rather hard to take seriously. The townsfolk seemed to like it, however…

The portly panda was in the middle of one of these aforementioned displays when Tigress rushed at him with a volley of thrust kicks and claw swipes. Po kept her on her toes, and she in turn kept him moving and throwing blocks. The two warriors kept things close contact for a while, many pauses happening with arms locked in some kind of deadly game of cat's cradle. Tigress switched the program rapidly, swiping her foot for the panda's head. Shifu was pleasantly surprised that Po was swift enough to catch it straight in his grasp, which she quickly countered and broke free with a back flip.

He noted how Po was getting better at predicting her next movement and acting on it. Well, he's at least trying to move with her instead of against her, Shifu thought. I suppose that's improvement.

The two combatants were quickly back to close-quarter sparring again. Po managed to barely avoid a lightning-fast swipe at his head, and quickly returned it. Tigress was ready for him this time, however, as she swiftly knocked his arm aside with one foot and – with the momentum she had gained in her leap – send the other foot plowing into Po's chest. The panda stumbled to his rump from the sudden blow.

"YAH!!" Tigress leapt back into ready stance, waiting for his next move.

Po staggered to his feet and panted for a moment. If she were a criminal, she wouldn't wait for you to catch your breath, Po, Shifu thought. Jump right back.

It was as if the panda heard him, for he was quick to recover and leap back into fighting stance. The two young warriors had just gotten back into full combat when Shifu felt someone tap on him on the shoulder.

"Hey, Fu."

Shifu spun around to see who had the audacity to address him as such. None of his students ever dared call him that… The only others he knew to ever name him "Fu" were…

"Taplo and Benjirou?" the old red panda stood dumbstruck in front of his childhood playmates.

Benjirou – once the rollicking, riotous pup that had gotten them into numerous bouts of trouble over the years – stood now as an aged otter with a grizzled, gray muzzle and dark brown fur that was mostly covered by a burnt-orange kaftan. Taplo – now a wizened, old goral – stood taller than either of his old friends, cloaked in cerulean blue. The stubby little horns he had once paraded about so proudly were now long, beautiful umber-colored ones. He had a long, thin beard and his pelt had grown darker with age.

"Pardon me," Benjirou smiled as both he and Taplo saluted and bowed their heads. "Grandmaster Fu."

A shocked smile finally found its way across Shifu's features. "What…are you two doing here?"

"What are you doing here?" His otter friend teased. "I'm surprised you even came out of the palace this year! And what on Earth are you dressed as?"

"Leave 'im alone, Benji," Taplo smiled. "Don't make him pull any of that fancy kung fu on you." The old goral looked at Shifu and – after a moment – the smile slid off of his face. "Our condolences about Master Oogway, my friend… It took the whole village by surprise when we heard of his passing."

"He dedicated his life to this valley and everyone in it…" Shifu stated purposefully. "He will never be forgotten."

A sudden cheer from the crowd caused the old friends to look up to where Po and Tigress now seemed to be fighting sanda-style. Benji's eyebrows rose as he watched Tigress managed to flip Po onto his back. "Seems she puts up quite a fight for the Dragon Warrior."

"The most dedicated student I have," Shifu commented as the three friends walked on. "Po has surprised me this past year, however… I honestly doubted he could ever defeat Tai Lung. But Master Oogway—"

"Was right?" Taplo smiled.

"As always…"

The hubbub of the festival continued with vendors barking and promoting their goods and games to passer-bys as the elders walked on. They talked about all that had happened in their lives in the past forty years and the bygone years of boyhood they so dearly missed of exploring, swimming, and troublemaking.

Benjirou's family name had plenty to run off of for a few more generations– the old otter had a wife, three sons, a daughter, nine grandchildren, and a tenth on the way. And that excluded the several nephews and grandnephews his four sisters had been giving him. His family still worked the rice paddies out along the outskirts of the village and Benji himself ran a fleet of merchant ships. Old reliable Taplo – whose kind was not susceptible to litters – was happy enough with his wife and one daughter, who had given him two grandsons. The small goral family still carried on the family tradition of working the looms as textile merchants.

As the three old friends strolled through the festival, Taplo remarked that Shifu had yet to see "his second shadow".

"My second shadow?" Shifu smiled. "Lin Lin?"

Sure enough, Lady Lin Lin – once the wide-eyed raccoon pup that wouldn't let Shifu and his friends go for five minutes without their little sister – was now a sophisticated elder of the village and the most elegant and talented erhu player in the Valley of Peace. She always did have a love for music and dancing, Shifu recalled.

"She and her son run a music wagon. They should be around here somewhere…"

It was only then that Shifu's large ears picked up the steady hum of music over the crowds. The hum soon revealed itself to have a definite melody – a soft, careful melody that poured its essence forward like a mountain stream.

"Ah," Benjirou smiled, a signal he heard the music as well. "There she is, right on cue." They followed the string of music, the purr of an erhu.

The crowd soon parted to reveal an old music wagon standing in front of a humble farmer's house. Near the front of the wagon, an aged but lovely female raccoon sat in a chair and was completely enveloped in the melody she was playing – the sweet stream they had heard from behind the masses.

The grace with which she handled the Chinese violin was so careful and precise. Her fingers moved in a delicate yet methodical dance along the strings of the old instrument, her arm holding the polished wood neck at a perfectly poised angle. She had rendered Shifu dumbstruck for a moment. Never could've he imagined that the bubbly, giggly pup that had attached herself to him like a freckle could blossom into such a lady, an image of elegance.

"Go on and get reacquainted, Fu," Benji encouraged. "She's been worried stiff about you ever since Master Oogway passed away."

Lin Lin finished her song with one final skate of the bow across the strings. She snapped her head up when a voice addressed her.

"Beautiful, my lady," he smiled. "The music, too."

She was quick to rise to her feet. "Shifu??"

"Lady Lin Lin?" he grinned. He half-expected her to throw her arms around his neck like she always did as a pup, but certainly didn't expect what she did instead.

She quickly folded her hands together below her waist and lowered her chin, staring at the ground. "…F-Forgive me, Grandmaster… That was very disrespectful of me."

Shifu then realized it. Of course… She had been born and raised to learn the traditional conduct of women – to be obedient, to always remain respectful, and to be silent unless spoken to. She had learned this long before Tigress and Viper had come to the Palace and had shown them all what a woman could be.

"Lin Lin, please, this is me you're talking to," he implored. "Shifu? Fu…? Your 'favoritest' big brother?" A smile finally crept its way across her face at this, and only then did she turn her eyes up to look at him. He loved seeing those dimples again.

She stood straight again. "Oh, I almost forgot…" She turned and walked toward the little house directly behind the wagon. "Wait here a second," she smiled. "I have someone I want you to meet."

Shifu watched her disappear into the little house. As he waited for her, he let his eyes wander across the merchandise on the wagon. There were delicately created musical instruments like guans, bawus, erhus, and guqins – all of which were birthed from the careful fingers of Lin Lin and her son. There was also evidence on the wagon of where she had mended the strings of their crafts and he had carved and polished stalks of bamboo and tablets of obsidian.

From inside, he could hear Lin Lin saying something softly, though he couldn't tell what. The red panda wondered what the son of Lin Lin was like. She was always such a lady, even at four years old…and back then, she had always talked about having daughters. Even the little rabbit doll she had carried around with her everywhere was of the feminine persuasion – Lei, by name – even though the silken doll was clearly dressed in a man's blue tunic.

He looked up as his old friend came back out. No one seemed to be following her, though. Stepping up to him, Lin Lin glanced back and spoke up. "Come on now, darling, don't be rude."

Shifu looked towards the doorway in expectance, and was puzzled when nothing came. A motion out of the corner of his eye caused him to look back down. He couldn't have been more surprised when a tiny paw grasped Lin Lin's skirt and a pair of eyes carefully poked out. The raccoon pup that he found standing before him was certainly not who Shifu had expected. It was almost as if he were staring at the little Lin Lin he remembered from over fifty years ago. In fact, the only differences were that this little one had lovely, baby blue eyes and wore a dainty cheongsam of spring green.

"This is Li-hua, my granddaughter," Lin Lin's voice brought the old red panda from his pondering. She placed a gentle paw atop the pup's head. "She's helping me around the shop while her parents are off to Xinxiang province. Li-hua, this is Grandmaster Shifu. He's been my friend since I was your age."

The little raccoon still only let no more than her soft-colored eyes come around to peek out at their strange visitor.

"Go on, darling," Lin Lin urged. "He won't bite, I promise. Now, be a lady and say hello."

Shifu had to smile at the little girl's shy nature. He recalled how he had always been able to cheer Lin Lin up with a bit of "slight-of-hand" back in the day, and discreetly reached back to pick a tiny white flower that was growing in the grass behind him.

Li-hua stepped forward shyly, keeping her chin down but gazing uncomfortably up at him. She leaned forward as her mother had taught her to in the presence of her elders. "Hello, Grandmaster Shifu…" she said quietly. "It's very nice to meet you…sir…"

"It's very nice to meet you too, Li-hua," he smiled. "I understand you're helping your grandmother run the store today?"

"Yessir…." She almost whispered.

Shifu brought up a hand to ponderingly stroke a whisker. "Hmm…let me ask you something, young one. When you're not helping around the store, what do you like to do?"

Li-hua was silent, staring at the ground again.

Shifu knelt down on one knee in front of her. He had learned firsthand from Oogway that getting down to a child's eye level was much less intimidating than towering over her. He tried again to gently coax her from her shell. "Your grandmother loved to dance when she was your age. Do you like dancing?"

Not a word.

Lin Lin sighed. "I'm sorry, Master Shifu, she isn't usually this—"

"No, no," Shifu waved it off. "It's all right." He looked at Li-hua again and his ear twitched forward slightly. "…What about flowers?"

She finally lifted her eyes to meet his.

Well, it's a start.

"Hmm…" Shifu thoughtfully stroked his beard for a moment, "Now, wait a second, what do we have here?" He extended a paw and reached it for her ear. He flicked his wrist and, when he had pulled his arm back again, he was holding the little white flower he had picked earlier.

Li-hua gave a gasp, quickly bringing her paw up to feel her ear. "Nai Nai, look!" She looked back at Lin Lin and pointed at the flower.

She chuckled as the little raccoon took the tiny flower in her fingers. "Grandmaster Shifu is full of surprises, my dear." She walked forward and leaned down, allowing Li-hua to hand over the flower. She then carefully tucked the flower behind her granddaughter's ear. "What do you say, Li-hua?" she smiled.

"Thank you, Grandmaster Shifu," she turned to the old red panda and bowed her head, actually smiling at him this time.

"Not at all," he winked at her.

"You have really big ears," she added innocently, her voice still fairly quiet and soft so her grandmother couldn't hear.

"Why, thank you," Shifu smiled back in an equally quiet voice. "Yours are coming along quite nicely, too." He then glanced up at his old friend. "Lin Lin, why don't you and Li-hua come out to the festival in a few moments? We'll let her have a bit of fun. And if you don't mind hanging out with a few old cronies," he smirked, "Benji and Taplo are here."

Meanwhile, as the master was getting reacquainted with his old friends, Po and Tigress were still at it in the square. They had been taking turns as top dog throughout the battle and things were coming down to the wire. She threw herself into a blur of flame-orange fur, twisting around to plow her heel into Po's face again. The panda swung his head out of the way just in time, and – somewhere in there – Tigress felt something abruptly yank her to a stop.

Oh, he did not.

Yep. He had her by the tail.

She gritted her teeth in annoyance. "Po…" she growled under her breath. She looked at him. A mocking glimmer across his boyish face. This was a game to him.

Holding the tiger by the tail with both paws, Po was able to block a few more of her attacks. This was too easy. He'd pull just the same trick as he did with Tai Lung. One little headbutt and he'd have the advantage.

Yet before he even had the chance to flip her, she beat him to it. One minute, she had back flipped into the air and the next, he had a headache as big as the Jade Palace itself. What just happened? The flood of shouts from the crowd gave him the general idea. Tigress had, in her quick thinking, bended back to seize the panda by his ears and deal him a swift head butt of her own.

No fair! He didn't have panda padding there!

This time, Tigress didn't wait for him to recover and leapt at him again. Po gritted his teeth and brought his arm up in defense. For one brief moment, they stood with their left arms intersecting each other's and locked eyes. She gave her right ear the slightest twitch. The signal. Po acknowledged it with a quick simper and instantly allowed her to twist away from their arm lock.

She landed in her namesake's stance for one brief second. For the love of Pete, did she really have to do this?

Growling, she kicked again with all her strength and couldn't help but cringe when Po caught her foot under his arm. He stepped forward. Then, with a swift sweep of his foot, he knocked her other leg out from under her for the takedown.

Tigress hit the floor straight on her back. The shrill ring of a gong reached her ear. Their battle was over.

The referee – a paunchy old boar - approached to raise Po's arm and declare him the winner.

After that, the two combatants stood face-to-face and saluted each other. "Nice fake," Po complimented under his breath. "Didn't actually hurt you, did I?"

"What did we say about the tail?" Tigress challenged through her teeth.

"It worked, didn't it?"

"I will claw you later, Dragon Warrior."

In all honestly, Po had a lot more to learn and still couldn't seem to beat Tigress in a match. Until then, they had to fake it. The villagers depended on their Dragon Warrior to be the unbeatable legend he had always been depicted as, after all…

As the two young warriors departed from the square and the crowd began to scatter back into the day's festivities. Po's attention was drawn by his master's approach with an otter, a goral, and a raccoon – none of whom he recognized.

"Wonderful performance, Dragon Warrior," Taplo smiled, bowing his head to the young bear. "Congratulations on your victory."

Po opened his mouth to speak but not before he made eye contact with his master. Shifu discreetly motioned for him to play along, to which he quickly acted on.

"Thank you…sir," he bowed back.

"Benjirou, Taplo, Lin Lin," Shifu introduced. "This is my student, Ping Po." He saw the panda wince at the use of his full name. "Po, these are three old friends of mine. Bìhăi Benjirou, Yun Taplo, and Lady Lin Lin."

Benjirou smiled at the panda. "I suppose we don't have to tell you what an entertaining character you master is, young Po."

"Yeah, we all took a vote…" Po simpered. "We're keeping him."

From behind him, Shifu saw the remainder of his students approach. "You asked to see us, Master?" Crane was the first to speak.

"Offhand, yes," Shifu smiled. The formalities recommenced as he introduced his students one by one. After this, he drew a breath. "…Well, I suppose as long as we're here… You all go on and enjoy the festival."

"Seriously?" Po grinned.

"You mean we have the rest of the day off?" Monkey piped up.

"Yes, yes," Shifu rolled his eyes with a smile. "Now move along before I change my mind," he joked. "I will meet you back at the gates after the fireworks. Remember that you represent the Jade Palace and the very teachings of Master Oogway."

His seven students saluted him. "Master."

As they turned to leave, Po glanced back at the old red panda. "You rock, Master."

Shifu smirked. "As is my custom, Dragon Warrior."

"What, whatever happened to 'the mark of a true hero is humility'?"

"…Go."

"Gone." Po grinned and dashed off after his fellow students.

It struck Shifu like a ton of bricks what he had originally come to tell Po. "Wait, wait, Po!" he called out, making his portly student once more skid to a stop. "I almost forgot… I need to speak with you tonight. In front of your father's shop when the fireworks start."

Po twiddled his thumbs anxiously. "…Am I in…trouble?"

His master shook his head. "I'm…honestly not sure, Panda. Not with me, anyway."

The panda gave a relieved sigh, murmuring something about a hole in the kwoon wall. "Sure, Master, I'll be there," he smiled crookedly before he left again.

"Hmm," Taplo stroked his beard as he watched him leave. "He reminds me of a certain red panda cub I used to know."

"Yes, well, don't tell him that." Shifu sent him a lowered brow.

"So Grandmaster," Benjirou smirked. "You still boast yourself as the undisputed master of 'Hopping Chicken'?"

"Hopping Chicken and Shuttlecock, Benji," Shifu allowed himself his own boasting smirk, giving his staff an assertive tap on the floor.

"Oooooooooh, scary," the otter wiggled his fingers mockingly.

Lin Lin crossed her arms across her chest with a simper to Taplo. "Looks like I didn't miss much in the past forty years…"

As the old master carried on with his old friends, the festival lasted long after sunset. It was a day to be young again… At least, for Shifu, it was until the fireworks started. Once Benjirou and Taplo had returned to their families and Lin Lin had taken her granddaughter to the main footbridge to watch the "sparkle flowers" as Li-hua called them, Shifu made his way towards Mr. Ping's noodle shop. He stood in front of the archway and watched the fireworks for a few minutes until he finally saw Po approaching.

"I wondered if you were going to show up," he smirked.

Po gave a sideways grin. "Not like I had a choice… H-Hey, um…before we start, could I…?" he motioned towards the shop.

Or course he wants food… What possessed me to think he wouldn't just at the critical moment? "…I can't believe I'm saying this, but fine… I want you back here in five minutes, Panda."

"Awesome," the Dragon Warrior grinned and proceeded to scurry off into the restaurant.

Shifu sighed. He couldn't believe he had agreed to that… But then again, he had a feeling that even Po might lose his appetite after hearing what his old master had to tell him…

TBC…

BTW, if anyone happens by my art site, check out my version of this chapter with my good friend Cryssy-Miu's character, Kurisu! :)