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Fed up with his constant complaining, Shifu puts lazy Po in charge of training the Furious Five. Things go from bad to worse when the Croc Bandits receive training from a mysterious kung fu master and become the new heroes of the Valley of Peace.
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The episode starts off with Po and the Furious five training when Po starts questioning why they even need to train anymore since they could beat all the bad guys with just their pinky fingers. Shifu tells Po that he made a woeful exaggeration and that true warriors must always be at their peak. Just at that moment, Zheng arrives an panics because their is trouble in the village. Zheng reveals that its just the Croc Bandits robbing a store. Po, Shifu, and the five head out to confront the Croc Bandits.
At the store, the shop keeper insults Fung and his fellow croc bandits, calling them a "joke". Angered by this Fung orders the other crocs to attack the shop owner. At this exact moment, Shifu, Po, and the Five show up. Po actually prepares to fight with just his pinky fingers even though the Five say his idea is dumb. Po defeats the Croc Bandits badly using just his pinkies but Shifu and the Five aren't impressed. Afterwards, on the way back to the palace, Po gloats about destroying the bandits with only his pinkies. At this, Shifu gets angered, and says that from now on Po is in charge of training. Monkey thinks it will be fun but Tigress, who loves training says that's exactly what she's afraid of.
Back in the bamboo forest, the Croc Bandits(Fung, Ghari, Irwin, Wall-Eye, and Wong) complain about how they are terrible robbers. Then, they see a short, old figure whom they immediately confront. But when they try to fight him, he humiliates and destroys them. He reveals himself to be master Jia and offers to train the Crocs in Kung Fu so they wouldn't be humiliated by Po and the Five again and again and again. Fung and his gang accept the offer, eager to finally become good thieves.
At the Jade Palace, Po "trains" the Furious five by napping, eating pie, flying kites, and swinging. Tigress is not happy at this and Shifu observes from a distance. Meanwhile, the Crocs have been training hard with master Jia. After their training is complete, the bandits go back to the village to rob someone easy but when they see other bandits, they beat them up so they could take the money. Thinking the Crocs to be heroes, the villager hands them the money willingly and the rest of the village starts treating the Crocs like good guys. When Po and the Five show up, they fight but since they Five didn't train at all, the Crocs defeat them badly. The villagers ridicule Po and the Five for assaulting the Crocs who are the new heroes in town. Eventually, the Crocs start foiling robberies everywhere and Po and the Five are frustrated that they can't stop any robbery since the Crocs get everywhere before they do.
While training with Jia, Fung talks about how great it was to be considered good guys. Jia says there's "another way" to defeat Po and the Five. He hands Fung a scroll from the emperor and tells him to give the scroll to Shifu. At the valley of peace, Fung gives the scroll to Shifu. Shifu opens it up and learns that the Emperor has sent Jia to train the replacements(The Crocs) of the current Jade Palace warriors. The Crocs start moving into the Palace and Shifu says farewell to Po and the Five. Po says that all is not lost since the scroll said the Emperor sent Jia to train the REPLACEMENTS of the five and since the Crocs are the new warriors of the Jade Palace, Jia could train Po and the others to get back the palace. Po and the Five go to the forest to look for Jia who arrives and tells them that if he trains them, it will be the most arduous and intense training they have ever experienced. Tigress immediately takes the offer and so do the five. Po agrees, even though he hates training, he is determined to get the Jade Palace back.
Jia begins the training and Po falls behind but gradually improves and as Po, Monkey, Viper, Mantis, Crane, and Tigress train with Jia, the Crocs are relaxing in the comfort of their new home. It is revealed that the Crocs have been abusing their power, charging villagers money for protection and taking their goods whenever the want. When their training is complete, Jia tells Po and his friends that they will need to fight the Crocs for the palace. When they arrive at the village, the villagers greet them warmly and talk about how the Crocs mistreat them. Fund's gang arrives and once again a fight emerges. This time, however, Po and the five manage to defeat the Crocs and win back their rightful place as protectors of the valley. As Po knocks out Fung, he explains to the Crocs that he used to hate training too, but now realizes that it's something that needs to be done everyday. Jia says to Po "Well said Panda, well said", Po starts to thank him but realizes that Jia sounds like Shifu. Sure enough, Jia takes off his mask revealing himself to be Shifu. He tells Po he did all of this to show Po the importance of training. Po agrees but then says he wants to take a break for a while and goes to take a nap. Shifu sighs as he realizes Po still has a lot to learn.
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