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NOTE: This spoiler was submitted by Brian A.

A legend is told of the Kingdom of Gongmen City, ruled by a family of peaceful peacocks, known for their elaborate and beautiful fireworks. The son of this peacock family, Lord Shen (Gary Oldman), sees the destructive capabilities of these fireworks when made into cannons, and casts a fearful shadow over the kingdom. A goat soothsayer (Michelle Yeoh) foretells that Lord Shen's tyranny will come to an end by "one of black-and-white." Shen and his army of wolves lay siege to the peaceful pandas of China, killing many and driving the rest out of the land.

In the Valley of Peace, Po (Jack Black) and the Furious Five: Tigress (Angelina Jolie), Monkey (Jackie Chan), Mantis (Seth Rogen), Viper (Lucy Liu), and Crane (David Cross) are having a dumpling eating contest. Po manages to stuff forty dumplings into his mouth before gagging. He is summoned by Shifu who meditates in a relaxing pool by the sea. Po arrives and learns that Shifu has recently discovered inner peace, which has given him heightened control over his senses. Shifu catches a single droplet of water in his hand, and rolls it across his body like a marble before delicately placing it onto a small sapling. Shifu promises that Po, in time, will also achieve inner peace, too. The Furious Five arrive alerting Po and Shifu to an attack taking place in the valley.

Po and the Five fly into the valley and are shocked to find hundreds of wolves pillaging the city's metal (pots, pans, instruments, etc.) A fight ensues in which many wolves are beaten unconscious. The one-eyed Boss Wolf (Danny McBride) fights Po, and is about to lose when Po is distracted by a familiar symbol painted on the Wolf's armor. Po is instantly taken back into a memory of his while a baby. Po's Panda mother places Po down, turns, and flees. Po, with his guard down, is sucker-punched by the wolf, who along with his comrades, flee with the city's metal. The Furious Five are shocked by Po's loss of concentration and watch as he hurriedly runs away.

Po runs to his Goose father's noodle shop. Mr Ping (James Hong) is reaping the benefits of having the dragon warrior, a bona fide celebrity, for a son. Business is booming. Mr Ping reluctantly tells Po of the day they first met. Po was just a baby who happened to appear one morning in a bushel of radishes. Ping took the baby panda in, fed him, clothed him, and eventually raised him as his own son.

We return to Gongmen City where three highly-renown kung fu warriors stand guard at the city palace: Master Thundering Rhino (Victor Garbor), Master Oxen (Dennis Haysbert), and Master Croc (Jean-Claude Van Damme). The banished Lord Shen enters the palace walls and a massive kung fu fight erupts among the four of them. Shen's wolf army arrives, bringing with them a massive, draped cannon. Thundering Rhino, confident in his Kung Fu, stands up to Shen's weapon, but is easily killed by a single blast. Lord Shen and his army take over the city, and erase any remnants of the peaceful Peacock family that once ruled the city. The power of Lord Shen's weapon sends ripples across China, eventually reaching Shifu, Po, and the Furious Five. It is decided that Po and the Five will set out to Gongmen City to join it's own Kung Fu masters and defeat Shen.

The six set out for Gongmen City, but not before Mr Ping gives Po a ruck-sack overstuffed with food, photos and Po's Furious Five action figures (important.) The six cross China by foot, air, and boat. During their travels Po repeatedly attempts to find his inner peace, via Shifu's water droplet technique, but is unable to attain it. They ultimately arrive at Gongmen City, only to find it's citizens terrorized by wolves. In the city jail, they find Masters Oxen and Croc willfully sitting in jail, both saddened by the fact that Lord Shen's cannons have bested Kung Fu and that they have nothing to live for, and will neither leave the jail or help Po and the Five. The six trek across the city anyway, as stealthily as possible. A foot chase ensues between Po and the Wolf Boss, which culminates with the six arriving at the Palace walls, surrounded by hundreds of wolves. Po, Tigress, Monkey, Viper, and Crane are all placed in handcuffs while Mantis is thrown into a small cage. The Six are hauled to the top of the palace's tower where they find Lord Shen, the Soothsayer, dozens of guards, and a gigantic dragon-shaped cannon. It is revealed that Mantis has escaped, his action figure stands in the cage instead of him, and has managed to free the rest of the Kung Fu Masters. A brief fight erupts between the six, Shen, and Shen's guards, which ends with Shen's massive cannon plummeting to the bottom of the tower, and crashing into a twisted mess. Po is about to beat Shen when the same symbol from before distracts Po. Shen flees the tower, flying to a neighboring building in the distance where dozens of similar cannons are revealed, all pointing at the tower. Shen orders his wolf soldiers to fire at the tower. Po and the Furious Five first attempt to flee the burning tower by descending it's staircases, but find their path blocked by archers. Instead, they head up the tower, which has now begun to sway on an uneven base, and ride the tower down as it crashes onto the city walls. The six, all safe, hide in the Gongmen City Jail.

Tigress, angry at Po for his inability to concentrate, orders him to stay in jail with Croc and Oxen while the Five look for another way to take out Shen. The Five track Shen to his foundry, and upon locating a few dozen barrels of gunpowder, intend to blow-up Shen, his army and his foundry. They're completely unaware that Po has broken out of jail and is also making his way to the foundry to confront Shen. The Furious Five fight Shen's wolves while Po and Shen battle one-on-one. Po forces Shen into a corner, ready to deliver the final blow, but is surprised to find himself staring down the barrel of one of Shen's cannons. Shen lights the fuse, shooting Po point-blank in the stomach. Po soars out of the foundry's window, landing miles away in a river.

Po awakens and finds his arm bandaged and acupuncture needles stuck into various points on his body. The Soothsayer goat rescued him from the river and has helped his recuperation. She tells him how the land they're on once belonged to Pandas before Lord Shen's purge, and how she feels responsible because it was her vision that influenced Shen's actions. Po surveys the land, and little-by-little he pieces together his past. He walks beneath a dribbling stream of water, catches a single droplet, rolls it over his body like a marble and drops it into a sapling nearby. Now fulfilled with inner peace Po sees his entire childhood pass before his eyes. Po's Panda father bursts into their home, and implores that his mother and Po flee before the wolves arrive. Po's mother, with baby Po in her arms, silently descends a small hill, and places Po into a radish basket, climbs the hill, waves her own arms and leads Shen and his men away from Po, and she is presumably killed. Bolstered by this knowledge Po gathers the courage to return to Gongmen City and save the Furious Five and defeat Shen.

Tigress, Monkey, Crane, Mantis and Viper are chained to the bow of a ship. Lord Shen's fleet of ships slowly makes it's way through the city's main narrow canal. A gigantic cannon is perched upon the deck of each ship. Po appears atop the roof of a building, from which he dares Shen to fight him. Po clumsily descends to the boats where he accidentally manages to cross the cannons of neighboring boats, which fire upon one another. Amidst the chaos, Po frees the Furious Five and tells them that the plan is to keep Shen from reaching open water. Shifu suddenly arrives, with Croc and Oxen in tow. The nine Masters discover that the only way to slow Shen down is to block the passage ahead. Piling boat upon boat, they soon create a log-jam preventing Shen from moving forward. Shen, angrily orders the boss Wolf to fire upon the pile of debris, and the wolves trapped within it. The Boss Wolf refuses and is killed by Shen. Shen lights the cannon, fires at the wreckage, and clears his path ahead.

Lord Shen pushes his remaining boats into the harbor. Po and the Furious Five, alive but weak, cling to floating wreckage ahead of Shen's boat. Po swims away from Tigress, and balances on a floating piece of wreckage bobbing in the water directly ahead of Shen's ship. Po remembers all that he has learned of inner-peace: catching the water droplet and carefully controlling it. Shen fires upon Po. Po miraculously catches the cannon ball, like the droplet, spins it in his hands, and tosses it aside. Shen orders all of his ships to fire on Po, who easily catches the incoming cannon balls, and diverts them away from him, and back to the ships. He destroys them one-by-one, until only Shen's ship remains. Shen fires the final cannon-ball which Po catches, twists around and fires directly back at the cannon's barrel, destroying the cannon from within. Po jumps up onto the barely floating remnants of Shen's ship. Shen asks how Po attained inner peace after knowing what Shen did to his family. Po responds that he has scars but that they will fade in time. A brief scuffle erupts between Po and Shen, which culminates with Shen dropping his own cannon onto himself, killing him, and fulfilling the Soothsayer's prophecy.

Po returns home to the Valley of Peace where he speaks to his father, Mr Ping, about his journey, and accepts that Mr Ping, while not a Panda, is his father. Po offers to help his dad in the kitchen. The camera pulls out from the Valley of Peace, zooming across mountains, valleys, lakes, and eventually comes to a stop at a distant, unknown rice patty where dozens of pandas work. An older, male panda turns to the camera, and sensing a change in the air says "My son is alive."

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