"I was wrong, I'm sorry! Run. Run!"
- Early in the movie, when Kai's jombies invades the valley, Li Shan watches in shock at Po's eagerness to jump into danger and throw himself in harm's way, Li's face being framed against the red sunset as he does so. It's not hard to figure out what's going on in his head: he's reliving the night Shen burned down his village and he lost his wife and son.
- Po tells Li he'll show him something that will make him "awesomely proud!" Mr. Ping comments: "I'm already awesomely proud..."
- Kai destroying the Jade Palace while Shifu watches in horror. More than the knowledge lost is the destruction of Oogway's legacy.
Shifu: Oogway... forgive me...
- When Li Shan tells Po about his mother, and the painful look on his face as they both remember losing her in the wolf attack.
- Tigress not only watching Shifu, her father figure, be defeated by Kai but also making her way to the panda village to tell Po that the Valley of Peace is "all gone".
- Po is initially in squee mode when Kai dispenses all the famous warriors against him, though his face drops the moment Shifu and the Furious Five emerge as jombies before him.
- Po discovers that Li lied to him about being able to teach him chi in an attempt to keep him safe in the village. In response, Po angrily tells him off for making him leave his friends and his home unprotected, and ends it by denouncing Li as his father.
Li: I already lost you once, I don't want to lose you again. I can't.
Po: You just did.
- Po looking back at the panda village after failing to stop Kai and seeing Tigress looking back at him helplessly as she cradles a sobbing Lei Lei.
- The pure horror from the others when Po jumps onto Kai. His fathers and Tigress immediately fathom he's about to perform a Heroic Sacrifice and run for him with a Big "NO!".
- Po nearly being turned into a jombie by Kai while they're in the spirit realm. You see the moment where Po realizes he can't get free and slowly closes his eyes as he loses consciousness.
- Master Oogway's brother-in-arms who he cared for like family...turned into a power hungry psychopath who would steal people's souls for power. Imagine how Oogway had to feel when he sealed Kai away...
- To Kai's credit, it's clear that at one time, he genuinely cared for Oogway just as much. The guy carried him for three days straight through a raging blizzard when he got injured in order to find a healer, and his expression there is both sad and fearful. When Oogway "betrays" him, you can see a very hurt look on his face for a split-second before he fights back. He truly doesn't understand why what he did was wrong, and thinks that his brother just turned on him for no reason. When he explains this to Shifu, he looks and sounds like he's on the verge of tears, a complete contrast to every other moment he's on screen. To make matters worse, it's revealed that Oogway threw the first punch in his original conflict with Kai, so from Kai's perspective Oogway simply turned on him one day for no reason..
- Even in present day within the spirit realm, Oogway's reaction to Kai revealing his scheme and what has become of the other masters is not anger and revulsion, but merely sadness, realizing his former ally is still going even further down the slippery slope. His reply sounds more like pleading to see his better side again, it's hard not to imagine him having a similar exchange in their earlier fateful confrontation:
Oogway: *sadly* When will you realize, the more you take, the less you have?
- What Mr. Ping goes through during the first half of the movie. Through out the previous two films its clear Ping and Po dont always see eye to eye, but you never doubt the love Ping has for Po and vice versa. Then comes Li Shan and Pings terrified of losing Po. Your heart breaks for him a little when Po takes Li to the Jade Palace gushing about how proud hes going to be while Ping just sadly says he already was. Of course, it turns out okay in the end, but you cant help for feel for the poor goose for a while.
- Despite all of Kai's villainous actions, it's hard not to feel bad for him when he realizes nobody remembers who he is. Even though he ended up becoming a bad guy, he still did a lot of good with Oogway before learning about Chi, even saying that he was once known all across China. Over the course of the entire movie he's always upset that people don't remember him, to the point that when Po actually knows Kai's old nicknames and titles, Kai is so happy he almost wants to spare Po's life. What's worse, it's heavily implied that the reason nobody remembers Kai is because Oogway did something to force people to forget.
Shifu: I will not let you destroy Oogway's memory!
Kai: Why not? He destroyed mine.
- Kai shows no hesitation in using the Five and Shifu as his jombie minions when he attacks Po and the Panda village. Despite this, he never makes a jombie of Oogway. In fact, Oogway's pendant is around his neck, as opposed to on his waist with the others. It's clear he has reservations on using his 'brother'. Finally, he still addresses him as 'brother', even after beating him. He still wants to be "brothers in arms" with Oogway despite all he's done.
- During Po and Tigress' spar, Tigress lectures Po over his plan to just charge Kai alone and still having not mastered chi. Po eventually sadly laments she's right and he doesn't have what it takes, leading Tigress to give a very saddened, guilty look. Compared to the ceaseless vitriol she had towards him in the first film, it's obvious now Tigress can't stand kicking Po when he's down.
- Mr. Ping's voice actor, James Hong, aged 87 at the release of this film, considered his age and asked the creators that they "better start making the fourth film, and make it fast". Ow...