Cover Art by the amazing FyreDragon5! Check out her awesome stories here on FF and her amazing artwork on !

A/N: This is the companion story to my other KFP Fanfic Remember. The original intention was to publish the stories a week a part, but life happened and long story short I never finished writing this one. So after a long debate(and an even longer struggle with writer's block) I finally was able to finish this.

Even though they are companion stories they're also stand alone, so you don't have to have read Remember to get what's happening here. Will you get more out of them if you read both? Probably, but it's not something have to do. Remember is told from the POV of Tigress, while Regret is told from the POV of Shifu.

This was hard to write, but I'm proud of how it turned out.

Regret

Shifu hardly felt the blow that sent him flying over the edge of the cliff. Indeed he wasn't even certain he had been struck, but nothing else would explain his presence here, clinging for dear life to the tiny lip of earth that stuck out from the cliff face. It all happened so quickly; he still felt dazed.

He'd heard Tigress give a desperate shout as he flew through the air, losing his grip on his staff. The red panda had reached out his hands, frantic to find something to grab hold of, then felt a jolting pain as his left hand grasped the tiny ridge, bringing him to a sudden stop.

The cold rain pelted him in the face, and coupled with the relentless wind he was finding it difficult to hang on. He could hear the raging battle up above as he searched for a way, any way, to climb back up.

There was a thick tree root that stuck straight out of the cliff. It was some eight feet up and slightly to the left from where he was, and only about five feet from the top. If he could manage to pull himself up enough to get his foot on the ridge he knew he could leap to it. If he could get his foot on the ridge. It was small, small enough to make him doubt that even he could get a proper footing on it. But he had to try.

With all his strength Shifu tried to pull himself up. His feet slid on the smooth rock as his desperation grew. Suddenly his feet lost what little traction they had and slipped out, causing him to hit the cliff face and almost let go of the edge. He quickly recovered, but his near fall left his heart pounding.

Suddenly an overwhelming feeling of anxiety seized him, just like the one that had struck him while meditating, balanced on his staff, in the Dragon Grotto.

Just as before he nearly blacked out and his grip on the small ridge relaxed. He barely shook off the feeling in time to regain his hold. Last time when this occurred, it had been because something near disastrous had happened in Gongmen City, but he hadn't been sure what. This time however, the feeling was much stronger, and he understood immediately what it meant:

He would not survive this night.

Shifu closed his eyes, and without willing them to, several events of his life flashed through his mind. He saw them all again in seconds. Though his good memories were strong, the bad ones were even stronger…

The red panda Master woke just as the sun started to rise. Birds chirped outside as they did on any other morning. And as on any other morning he knew the residence of the Valley would also be waking up to start their days. For everyone else it was going to be a day like any other…but for Shifu, today was not like any other day.

Today was the first day he would have to force himself out of his bed. Today was the first day he would have to start living his life again. For today was the first day that he would actually be able to start walking again since Tai Lung had broken his hip only two months before. And to be honest, it was a day he'd been dreading.

Up until today he had been able to shut himself off from the rest of the world. Hidden behind these walls; locked away with his grief. But now he would have to face it head on. There was no avoiding it. Master Oogway, though ever kind, was firm about that.

"You will have to start living again," the old tortoise had told him. "It will be painful, but it will be less painful then remaining idle with your own dark thoughts. And eventually a time will come when you won't have to force yourself to do it"

Shifu doubted that. He wanted to believe it, but in his heart he just couldn't. But he still had to get out of bed. Reluctantly he sat up and carefully set his feet on the hard floor and slowly stood up. His legs were shaky as he leaned against the wall in an attempt to steady himself. He gingerly and slowly limped forward in uncertain steps, but even though the room was small he felt he wouldn't be able to walk around it without falling. His ears went flat as he thought about the daunting task of getting across the room and to the door.

The red panda took in a deep breath and slowly let it out.

"Pull yourself together!" he scolded himself, aggravated with his own lack of control. In haste he let go of the wall and tried to walk forward. He didn't make it two steps before he stumbled and crashed to the floor. Pain shot down his right leg and he clenched his teeth to keep from letting out a cry. He slammed his fist down on the floor. "Why can't I do this?" he growled.

But after the words left his mouth he realized it wasn't himself that he was irritated with. It was the painful truth that everything he had known and held dear had changed in the blink of an eye, and he had been powerless to stop it.

In the not so distant past, he would've been out of his room and in the Training Hall already, preparing for a day of training with his students. But now…now he couldn't even limp to his own door. Shifu suddenly felt his energy drain from him, as if all his anger had snatched away what little strength he had left. He took in slow deep breaths to calm himself and set his mind to the task of just getting out of his room.

Grasping the small bamboo table that was nearby he slowly pulled himself back to his feet. More carefully this time he made his way to the door, gaining strength and balance with each step.

Two weeks. Two agonizingly long weeks. That's how long it had been since Shifu had first recovered enough to get out of bed. That first day had been even more painful and draining than he'd thought it would be. Even though he had known that Oogway wasn't going to allow him to train anyone for a while so that he could focus on healing and getting his own strength back, he hadn't realized until that day that his Master had sent his students away to finish their training elsewhere.

Though Shifu knew that ultimately it was best for everyone, it still was not an easy decision to live with. Especially with everything else that had happened. But then on the same side, he wasn't sure he was ready to take on training students. To get that close to someone again, to trust someone…it frightened him

Oogway spent many hours watching Shifu as he trained. Aiding him and making sure that he didn't push himself too hard. And though the red panda was ever grateful for his friend's help, he wished that he would allow him to push himself a little harder. Shifu was growing more and more restless with each passing day, and his mind never stopped tormenting him.

Now the red panda Master was sitting in a meditative position inside the Training Hall, trying to quiet his thoughts. Today he felt like he might go mad. No matter what he did he was reminded of his failure with Tai Lung. He tried everything, but he couldn't escape from the dark, haunting memories. And with each moment that passed he thought the walls were about to cave in on him. He could hear his own heart pounding in his ears along with the horrible, deafening silence. Shifu was starting to feel like he couldn't breathe when he heard someone say his name.

His eyes flew open and he looked over his shoulder to see Oogway standing behind him.

"Master," Shifu's voice was quiet and almost breathless.

The Grand Master's eyes were filled with kind concern for his student, but he didn't voice his thoughts. "I have something I'd like you to do. There's a child that needs some training."

Shifu's ears slowly dropped. "Do I need to do this, Master?"

"No. But I think it would be of benefit to you."

The red panda sighed. He did know why he had asked such a silly question; he knew he wouldn't actually say no to the task. "Very well. When will the child be here?"

"She will not be coming to you, my old friend. You will have to go to her."

In spite of himself Shifu was slightly intrigued by this. "And where will I be going?"

Oogway smiled. "To the Bao Gu Orphanage."

Shifu walked along the road on his way to Bao Gu Orphanage. It had been almost a month now since Oogway had first sent him there to teach Tigress how to control her temper and strength. She had improved greatly.

The first day he had visited, one of the caretakers had told him that Tigress was a monster and had to be kept away from the other children. When he had gone to her room and opened the door he was shocked by how small and dismal it was. The wooden furniture had been smashed, pages torn out of a book were scattered about the floor and the bed was half destroyed. And in the corner he saw her.

The red panda couldn't help but feel sympathy for her, and his instinct was to comfort her. But he had vowed to himself never to grow close or become attached to a student again, no matter the situation. He had to remain firm and distant.

Every day Shifu went back to the orphanage to train Tigress, and every day she improved. Hour by hour she became more graceful and more able to control her natural strength. As proven by her ability to now pick up a domino without it smashing.

Shifu caught himself and pushed down the feeling of pride that had risen in his heart as he had watched her demonstrate her new skills to the caretakers and other orphans.

Today was the last day Shifu was going to walk to the orphanage, for this morning had been the time when adults came to adopt the children, and the red panda was certain that by now Tigress would be in a new home.

As he approached he saw one of the caretakers outside. When she saw him she rushed up to him, no doubt to tell him that Tigress was no longer there.

"I'm so glad you're here Master Shifu," the sheep said, sounding relieved.

Shifu stopped. "Why? Is something the matter?"

The caretaker nodded. "Every one of the other children were adopted today…except for Tigress. She's very upset."

Shifu's heart sank. He had been sure someone would've taken her. Suddenly a thought crossed his mind. I can't do that, he thought. It's too soon…I'm not ready for something like that. "But you can't leave her here…"

"I'm sorry, what did you say Master Shifu?"

The red panda Master didn't realize he'd said those last words out loud. He cleared his throat. "I said…" for a long moment he paused. A great war was going on within him. He didn't know what to do. "I said…I'll take her."

The words came out so suddenly that he felt as surprised as the caretaker looked. After recovering from her shock she was clearly thrilled and told Shifu to go right inside.

He saw Tigress sitting at a table fingering a domino. She hadn't seen him come in. She sat her domino upright and as she did Shifu sat his own domino down beside it.

Tigress looked up. "Shifu!" she exclaimed.

"Come, let's go home." Shifu turned and started walking, smiling for a second as she ran up next to him.

"Dad! Dad! Did you see that? Did you see what I did?"The snow leopard cub asked excitedly.

Shifu smiled. "Yes Tai Lung, I saw it." He couldn't believe it had been six years already since he had found the boy outside the Jade Palace training grounds. "That was very good. You know I couldn't do that kick at your age."

Tai Lung's eyes brightened. "You couldn't?"

"No, not while landing on my feet anyway. I seem to remember falling right on my back every time I tried."

"You mean like this?" Tai Lung got into the stance and did the kick again, intentionally very poorly this time, and he fell flat on his back.

Shifu laughed at his son's imitation. "Yes, just like that."

Tai Lung smiled, proud of his accomplishment of making his Dad laugh. Picking himself up he looked over at Shifu. "Dad, will I ever be a great Kung Fu master like you?"

The red panda was at first taken aback by the question. But then he smile and ruffled the fur between the cub's ears. "No son, I imagine you'll be greater."

Tai Lungs eyes lit up and he hugged the red panda. "I love you Dad."

Shifu retuned the cub's embrace. "And I love you, son. Remember that… always."

Shifu's eyes opened slowly. The full moon shone its light through his window, and he realized it had all been a dream. His old life was gone, and it was never going to come back. He would just have to find some way to accept that. The red panda turned over in his bed, trying to go back to sleep, but he soon gave up. He was too awake to try and sleep.

He climbed out of bed and grabbed his flute. His mind was restless; he needed to do something to distract himself. Heading outside he made his way to the peach tree, where he settled down beneath it. The cool night breeze was refreshing but not healing. The aged Master closed his eyes and raised his flute but stopped suddenly when he heard a sound.

Shifu's eyes snapped open at the sound of someone training. He looked down and at first his eye played a cruel trick on him, for in the moonlight he though he saw young Tai Lung. He jumped to his feet as a surge of joy touched his downtrodden heart. But just as quickly as the vision came it melted away to the truth. It was not Tai Lung but Tigress.

His spirit fell. Leaning against the peach tree he felt exhausted. "When are you going to wake up and realize he won't come back?" he said ever so quietly to himself.

Absentmindedly he continued to stare in Tigress' direction. The red panda suddenly noticed the tiger cub was punching the iron-wood trees. What is she doing?

He watched her for a moment before deciding to go down there to find out. But before he could move he could see Master Oogway coming up toward the girl.

Shifu listened to their conversation with interest. He heard Tigress ask why he had brought her to the Jade Palace if he didn't want her.

"But he does want you," the red panda heard his Master say.

Shifu became mortified when he heard Oogway beginning to tell Tigress about Tai Lung. It took every ounce of his discipline not to go down there and interrupt. He hadn't argued with his Master when he had said Tai Lung was not the Dragon Warrior…he wouldn't argue with him now.

He stopped listening, so he didn't hear the rest of their conversation, which soon ended. Shifu turned away and quickly retreated when he saw his Master glance up in his direction. He wasn't sure where to go at that point… he just knew he had to go somewhere.

He soon found himself sitting in Tai Lung's old room. He wasn't sure why he had come here; it was just the place his feet had taken him.

As he played his flute he could hear his Master's approaching footsteps from down the hall. The red panda didn't stop even when Oogway opened the door.

"I thought you might be here," the Grand Master said quietly, his form casting a long shadow across the room.

Shifu stopped playing and sat silently as his feet dangled off the side of Tai Lung's old bed. "I wish you hadn't told her," he said hoarsely, fingering his flute and not turning toward his friend.

"She needed to know."

The red panda sighed. He didn't answer, instead he continued to play.

"It wasn't fair to keep the truth from her, old friend. She needed to hear it so that she could stop resenting you and start understanding you."

Shifu again stopped playing and hung his head. "She's a child. How much do you really expect her to understand?" his voice reflected the frustration that was building in him.

Oogway didn't answer and there was a long moment of unusual silence between them. The red panda lowered his ears and sighed. He realized he was dangerously close to arguing with his teacher and long time friend. Shifu gathered himself before speaking again in a softer tone. "I just need time, Master."

"Yes," the old tortoise said in a gentle tone. "You will need time. But time is a valuable thing that is often wasted, and life is very fragile. If you wait until tomorrow to say the things that are the most important, you may find that you have waited too long."

"I'm just trying to avoid making the same mistake."

"But in doing so old friend, you're making a different kind of mistake. One that may be far worse…Shifu…"

For once Shifu couldn't turn to face his Master. He could feel the agony starting to rise in his heart, threatening his control over his emotions. Tears started to form in his eyes though he did all he could to prevent it.

Oogway didn't try to finish what he was about to say. He knew his friend was on the edge, ready to fall over if pushed too hard in the wrong direction. The time for talking had passed. Now what Shifu needed the most was to be by himself for a while. Without another word the tortoise Master walked away, closing the door as he left.

As soon as his Master had gone Shifu let the tears come. He dropped his flute and let it roll across the floor. He hadn't cried when it first happened, or even immediately after. He had kept it all hidden from the rest of the world. And from this day on that is how it would stay…but for now, just for this moment he couldn't keep it inside any longer.

There, alone in that small room now lit only by the moon, he wept. He wept as only a parent who had forever lost their child could. For the first and last time, Shifu's grief overwhelmed him. All his anguish and pain flooded his heart at once, and it was too much for him to endure.

Shifu dropped to his knees and bowed his head almost to the ground. He thought his heart might burst from the ache. He cried for a long time… until he couldn't anymore. He closed his eyes and put his hand over his heart. "I'm sorry my son. I'm so sorry…"

He felt weak and dizzy. He laid down and curled up on the floor, and there as he slowly drifted from consciousness he realized and accepted that only in sleep would he know peace.

"Shifu!"

The Grand Master's eyes flew open when he heard Tigress scream his name. It took him several seconds for him to remember where he was. Looking up he saw Tigress clinging to the tree root with one hand while her other hand was outstretched toward him.

"Jump up to me!" she yelled to be heard over the blowing wind and driving rain.

Shifu tried again to pull himself up to the ridge, but with the same result. He slipped and barely caught himself, just as before.

"Hold on!"

He could hear the panic in her voice. He made eye contact with her for a moment and his heart skipped a beat. For all his pain and all his regrets, what he had done to Tigress was his biggest. He had spent so long regretting being too much of a father and not enough of a master to Tai Lung, that he never stopped to think how much he would regret being too much of a master and not enough of a father to Tigress.

She was his joy, his pride, his daughter. And he never told her that…not once.

Oogway was right, he thought, his heart heavy. Time is often wasted…and I've wasted mine in selfish anger and bitterness. And now it's too late.

No…it couldn't be too late. Shifu was determined to get back up there; he was determined to live through this night. The red panda prepared to put all the strength he had into one leap to reach Tigress' hand. But before he did another wave of anxiety struck him. Realization dawned on him as a vision flew through his mind's eye. If he jumped, Tigress would do anything and everything to reach him…even if that meant falling to her own death. If he jumped, they'd both die…but if he let go…

Shifu's heart raced as he looked up at his daughter one last time. He could see her desperation. Her eyes begged him to try again. He gave a slight shake of his head.

"Shifu, please!"

Despite the rain he could see the tears in her eyes. He had to let go now before she tried to climb down to him. He hoped with all his heart and soul that she heard and understood what he was saying to her.

I love you so much, my daughter. Remember that…always.

Shifu closed his eyes and allowed his hand to slip from the edge. He heard Tigress scream as he fell. Down he plummeted, into the mists far below. Farther and farther he fell. He never opened his eyes again; he didn't want to see when the ground came into view, but he knew he had to be getting close.

Shifu never felt the impact. Instead he suddenly felt a comforting warmth envelop him. He warily opened his eyes just in time to see the gray gloom of what he had last seen give way to a radiant, all consuming light.

"Hello again, my old friend."

Shifu's ears perked at the sound of the voice. He turned slowly and was overjoyed to see Oogway standing behind him. He smiled. "It's good to see you again…Master."

A/N: *hides from upset Shifu fans* Now before you go and kill me, I just want to say that I'm a big Shifu fan and I hate the thought of him dying. It's something I hope they never do in the movies. But one day the 'what if' bug bit me and I wanted to explore the feelings and emotions that might come up if Shifu did die.

It also got me thinking about Shifu's life and what we never saw, such as what happened right after he recovered from his injury. I almost backed out and cut the dying part to write it as just him recalling things from his life, in which this story would've been longer and more scenes from his life would've been brought to light. I was very conflicted(in truth I'm still conflicted about whether or not I did the right thing), but what's done is done and I decided to write it with its original purpose.

Interesting fact: Originally, a young Zeng appeared in one scene of the story, but the scene in which he appeared had become too long and started to go off track from the rest of the story. The scene also contained a conversation between Shifu and Oogway about Shifu's other students being sent away. As much as I wanted to keep that part, it had to be cut.