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The ghost of Oogway returns to the Jade Palace to mentor Po, throwing Po and Shifu's relationship into turmoil.
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The episode starts with Tigress showing off her training with the Tri Bo Yao, a bo staff with iron hammers on the end that can split into three movable parts. Po was to go next, however, he lacked the practice. His lesson, as Shifu noted, was consequence and discipline, as Po could only succeed in beating himself up. It seemed Po hadn't practiced, studied, or raked the peach blossoms, which he was then ordered to do.
As he is raking, Po can only grumble about Shifu needing to relax. Then, the peach blossoms swirl up around Po, and the ghostly figure of Oogway appears before him. Oogway explains to Po that he is here to help him, and then warns him of an attack and disappears. Po is confused at first, but realizes he is being attacked by leopard bandits. Po manages to beat them quickly, and Oogway appears once more to talk to him.
While this was happening, Shifu was currently overseeing Tigress and Monkey's spar on the spinning logs. As the pair leap off, Po bursts in, and they land on him. Po rushes to explain, only to have to take a breath and re-explain: Oogway had returned to help Po train. At first, everyone doesn't believe him. But as Po talks, they begin to believe him, especially Shifu, who was excited to hear about his master. He urged Po to bring him and the Furious Five to Oogway, but Po reluctantly had to tell him that Oogway only wanted to talk to Po. Shifu was obviously disappointed, but dismissed Po to train with Oogway. Po runs off to avoid the awkwardness; Tigress is the first to apologize, only for Shifu to wave it away hastily. He walks off, saying he needed to review his scrolls.
Po returns to Oogway about the lessons. Oogway tells Po that he must have a restful mind, spirit, and body. In other words, "take a load off". Po is happy at first, but protests in Shifu's defense. Oogway instructs Po to share his wisdom with others and that change is coming before disappearing once more. Po shrugs it off and relaxes. That same evening, Shifu and Po talk. Shifu tells Po about how he's confused about Oogway talking to Po, but it comes out wrong. Po sourly reminds Shifu that, if it had been up to him, Po would have never been chosen as Dragon Warrior. Po left after that, leaving Shifu alone.
Oogway continues to train Po in relaxing and taking it easy. Po passes on his lessons to the Five, who obey him, thinking it is great wisdom from Oogway. Shifu is left out. Soon, Shifu confronts Po about his and the Five's lack of training and questioning if he knew his master. Po retorts that he knows Oogway, Shifu's master. This leads to an argument between the two of them as the Five can only watch. Shifu tests Po on his understanding of Oogway's wisdom; Po fails badly, and finally shouts that Shifu was "too uptight to accept the fact that Oogway doesn't need him!". Shifu nearly yelled an insult back, but stops. Unable to say anything else and clearly affected by Po's remark, Shifu walks to the village, giving the excuse that he needed to restock on supplies. Po and Shifu go separate ways, the Five caught in the middle.
Shifu walked through the village, thinking over Po's words and denying being uptight. Deeply troubled, he quickly journeys to the Peach Tree of Heavenly Wisdom to talk to Oogway. Though Shifu tries to get a response from Oogway, he is left with nothing but swirling peach blossom petals and fond memories of growing up at the palace, learning kung fu at Oogway's side. Despairing, Shifu packs a bag and leaves the Jade Palace.
Later, Po relaxes in the Moon Pool when Tigress and Monkey run to him, informing him of Shifu's disappearance. Po panics, unable to decide on his own. He freaks out for a moment before running to consult with Oogway. Unfortunately, Oogway tells Po that Shifu had left for a reason, and it was time for Po to be the leader. Oogway assures a very nervous Po that he will be here to guide him, and gently commands Po to move into Shifu's room. Po reluctantly obeys, but finds himself unable to bear the weight and the feeling of unworthiness. Determined he wasn't meant to lead, Po suddenly runs off to find Shifu.
Po frantically searches the forest, calling for his master. He finds Shifu playing his flute next to a house in the forest, content. Shifu tells Po that the panda was right: he was too strict. He was now nothing more than a humble musician. Po desperately tried to tell Shifu he isn't meant to be in charge, to which Shifu only reminds him that Po got what he wanted: To do whatever he wants.
During this, the Five were still confused and a little concerned over their master's leaving and Po becoming the master. Monkey tries to look at the bright side (not waking up at dawn anymore) when Oogway comes in. The Five bow respectfully, unaware of the trap. Meanwhile, Po was still trying to get Shifu to return. Po admits that even though Oogway called him "Awesome," he didn't mean for Shifu to leave. Shifu was surprised, but still refuses to leave and goes to his home, reminding Po of his consequence lesson. Po, depressed over his failure, returned to the palace.
Upon arriving in the Sacred Hall of Warriors, Po is shocked to find the Five bound and gagged. Tigress tries to warn him, but it is too late. Oogway appears and traps Po inside the Hall. Then, he reveals his true identity: Junjie. Junjie declares himself new and rightful master, and calls upon his leopard followers (these were the same ones that attacked Po earlier). Po gives his best effort to fight them off, but is slammed into a wall, knocking loose the Tri Bo Yao. Po tries to use the weapon against Junjie and his minions, but (due to his severe lack of training) he only succeeds in hitting himself. Po is beaten down yet again. As Junjie pins him to the floor, Po gives one last attempt to fight back, telling Junjie he was a disgrace to the name of Oogway.
At that moment, the doors to the Hall burst open, and Oogway's ghost appears yet again. Junjie is the first to approach his master, respectfully bowing and telling Oogway he was restoring order to the Jade Palace. Oogway is calm all the while as he recognizes Junjie's passion for his goals. Junjie is overjoyed, but Oogway suddenly goes on the offensive, attacking Junjie and pinning him to the ground with his staff. Junjie desperately tells Oogway that he belonged there and Shifu had abandoned the palace. But, Oogway's form disappears, revealing Shifu, who reminded Po that he and Junjie knew a lot of the same tricks.
Then, Junjie attacks. Po quickly frees the Five as they battle the leopards. Shifu and Junjie fight fiercely; Po tries to help, only to attack Shifu by mistake and get kicked by Junjie. The leopards attack the Five once more with ringed blades in hands. Tigress takes up the Tri Bo Yao and defeats them. Seeing Shifu was losing his battle, Po shouted for the Tri Bo Yao, but still couldn't use it correctly. Meanwhile, Shifu was steadily getting beaten as Junjie's anger rose. At last, Junjie managed to get Shifu on the ground, slamming his foot onto the red panda's throat. Junjie would've killed Shifu had Po not started spinning with the Tri Bo Yao extended. One of the hammered ends suddenly hit Junjie, knocking him backwards and onto the heap of unconscious leopards.
Po apologized to Shifu, saying he only thought he was following Oogway. Shifu himself admitted that he missed his master more than anyone. When asked how he knew it wasn't Oogway, Shifu told Po that Oogway did many mysterious things, but he highly doubted he'd say "Awesome". However, unbeknownst to them all, the true spirit of Oogway had been watching. He smiled and did say, "Awesome", before disappearing in a swirl of peach blossoms.