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Master Chao visits the valley to oversee a Tournament. Shifu is convinced that Po and Master Chao want to replace him. Shifu's old enemy, Pai Mei, arrives in the middle of the tournament and threatens to destroy Shifu.
Shifu is convinced that Po and Master Chao want to replace him; Pai Mei threatens to destroy Shifu.
A pair of Imperial Army soldiers are attacked at a border station by Pai Mei, a villainous warrior who once attempted to eliminate the Emperor and who now seeks Shifu. Meanwhile, in the Valley of Peace, the masters of the Jade Palace are taking part in the Sun Pennant competition against the masters of the Onyx Temple. The two younger groups of masters are quick to but heads-largely due to the ego of Chao's pupils-and are broken up by Shifu. Chao brushes the matter off as youthful spirit, and then presents Shifu with a pair of glasses from the Emperor, which Shifu declines after Po makes some rude comments after finding out his age. Later, Chao approaches Po about replacing an old, worn out wok; overhearing part of their conversation but failing to realize what they are talking about, Shifu believes that he is to be replaced as master of the Jade Palace by Po.
Determined to prove his continued fitness, he decides to take part in the competition alongside his students, behaving in a bizarre manner in his attempts to appear "young." He brushes off the concerns of his students, and the two teams soon set off, leaving Chao to ponder Shifu's odd behavior. He is soon distracted, however, when he is attacked by Pai Mei, whom he recognizes only to be knocked unconscious. The Onyx masters succeed in ambushing the Furious Five due to Po being occupied with Shifu, whose mannerism continue to baffle his students. The group then splits up, with Po and Viper following an errant Shifu while the rest of the Five race to catch up to the Onyx masters, unaware of Pai Mei's pursuit.
The two groups of young masters soon reach the Sun Pennant and engage in battle for possession of it, and despite an early advantage the Onyx masters are beaten when Po's party arrives to join their teammates. Unfortunately, the Onyx masters succeed in claiming the pennant after Shifu throws his back out and causes his team to fall off a cliff in an effort to save him. Po becomes upset only for Shifu to confront him over his earlier conversation with Chao, only for Po to explain the misunderstanding; unfortunately, Shifu is left utterly embarrassed and leaves. Just after Shifu departs, Chao arrives to warn the Jade masters, while Shifu comes across the Onyx masters after they are attacked and defeated by Pai Mei. Still injured, Shifu is at the mercy of his foe, who believed that the Emperor feared his skills thus sought to retaliate against him, only to be defeated an exiled by Shifu.Since then he has mastered the deadly Five-Fingered Blast Punch, which fills Shifu with horror when his students arrive to confront the villain. Po and the Five are eventually overcome by the villain, but Shifu is able to delay him by playing the helpless old man. He then succeeds by replicating Pai Mei's technique, and later allows the Onyx masters to claim the pennant-before changing his mind at their sneering. Chao then assures Shifu that he is valued for his wisdom, which Shifu concurs with-only to walk into a pole due to his failing eyesight.
- Although this episode aired during season two of the series, it is production-wise from season three, as shown by its production code number (301).
- The glasses Shifu receives in the episode are a reference to an early concept of him for the franchise's films.