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Years before the events of the first film, Lord Shen (Gary Oldman), the son of the peacock clan that ruled Gongmen City in ancient China, sought to harness fireworks as a weapon. After discovering from the court's goat soothsayer (Michelle Yeoh) that "a warrior of black-and-white" would defeat him, Shen then led an army to exterminate the panda population to avert the prophecy. Shen's parents, horrified at this atrocity, exiled a vengeful Shen from the city.

Thirty years later, Po (Jack Black) is living his dream as the Dragon Warrior, protecting the Valley of Peace alongside his friends and fellow kung fu masters, the Furious Five. Master Shifu (Dustin Hoffman) tells him, however, he has yet to achieve inner peace. While helping defend a village from wolf bandits who have been stealing refined metal for Lord Shen, Po is distracted by a symbol on the head wolf's (Danny McBride) armor, which causes Po to have a flashback of his mother, and allows the wolves to escape. Po asks his goose father, Mr. Ping (James Hong), of his origins, but all Ping can say is that he found Po as an infant in a radish crate, and adopted him.

Shifu receives word that Shen has killed Master Thundering Rhino (Victor Garber), the leader of the kung fu council protecting Gongmen City, with a newly developed weapon, a cannon, with which he intends to destroy kung fu tradition and conquer China. He sends Po and the Furious Five to stop Shen, who reach Gongmen City to find it under occupation by Shen's forces. The heroes find two imprisoned council members, Masters Storming Ox (Dennis Haysbert) and Croc (Jean-Claude Van Damme), and ask for help to liberate the city, but both masters cite their helplessness against Shen's weapon and refuse. The wolf leader discovers Po and the Five and they give chase, only to be captured in front of Shen's tower.

Upon being brought before Shen in his tower, Po and the Five free themselves and destroy Shen's cannon. However, Po is again distracted by a flashback upon seeing the same symbol as before on Shen's plumage, allowing Shen to escape and destroy the tower with an arsenal of cannons. After Po and the Five escape, Tigress (Angelina Jolie) confronts Po over his distraction. Po reluctantly explains that he remembers Shen's presence on the night he was separated from his parents, and wants answers from Shen about his past. Though surprisingly empathetic, Tigress tells Po to stay behind for his own safety. Po nonetheless breaks into Shen's cannon factory to confront him, inadvertently foiling the Five's plan to destroy the factory. Shen falsely claims that Po's parents never loved him before he blasts a distraught Po out of the factory into a river while capturing the Five.

Po is rescued by Shen's soothsayer, who has been exiled by Shen to the deserted village where Po was born. Guided by the soothsayer to embrace his past, Po remembers that when he was young, his parents had sacrificed themselves to save him from Shen's army, his mother hiding him in a radish crate and luring Shen's forces away from him. Po thus attains inner peace, realizing that he had lived a happy and fulfilling life despite this early tragedy.

Po returns to Gongmen City to save the captive Five and prevent Shen's conquest of China. During the ensuing battle (in which Ox and Croc participate after being persuaded by Shifu, who also helps out), Po uses his inner peace to enable a kung fu technique that allows him to redirect Shen's cannon fire against his own armada, destroying it (Master Shifu showed Po this technique earlier in the movie.) Po urges Shen to let go of his own past, but Shen attacks Po until he inadvertently slashes the ropes holding up a cannon which falls and crushes him to death. Victorious, Po returns to the Valley of Peace and reunites with Mr. Ping, lovingly declaring him to be his father. At the same time, Po's aging biological father (Fred Tatasciore) is shown to be living in a far-off, hidden village inhabited by surviving pandas, and suddenly senses that his son is alive.