[man's voice] Once upon a time

in a kingdom far, far away,

the king and queen were blessed

with a beautiful baby girl.

And throughout the land,

everyone was happy...

until the sun went down

and they saw that their daughter was

cursed with a frightful enchantment

that took hold each and every night.

Desperate, they sought the help

of a fairy godmother

who had them lock the young princess

away in a tower,

there to await the kiss...

of the handsome Prince Charming.

[horse whinnies]

It was he who would chance

the perilous journey

through blistering cold

and scorching desert

traveling for many days and nights,

risking life and limb

to reach the Dragon's keep.

[crows caw]

For he was the bravest,

and most handsome...

in all the land.

And it was destiny that his kiss

would break the dreaded curse.

He alone would climb to the highest room

of the tallest tower

to enter the princess's chambers,

cross the room to her sleeping silhouette,

pull back the gossamer curtains

to find her... [gasps]

What?

- Princess... Fiona?

- No!

[sighs relief] Oh, thank heavens.

Where is she?

- She's on her honeymoon.

- Honeymoon? With whom?

- She's on her honeymoon.

- Honeymoon? With whom?

[ Counting Crows: Accidentally In Love]

So she said

what's the problem, baby?

What's the problem?

I don't know

Well, maybe I'm in love

Think about it

every time I think 'bout it

Can't stop thinking 'bout it

How much longer

will it take to cure this?

Just to cure it,

'cause I can't ignore it

If it's love, love

Makes me wanna turn around

and face me

But I don't know nothing

'bout love

Oh, come on, come on

- [screams]

- Turn a little faster

Come on, come on

The world will follow after

Come on, come on

Everybody's after love

So I said

I'm a snowball running

Running down into this spring

that's coming all this love

Melting under blue skies

belting out sunlight

Shimmering love

Well, baby, I surrender

To the strawberry ice cream

Never ever end of all this love

Well, I didn't mean to do it

But there's no escaping your love

These lines of lightning

mean we're never alone

Never alone, no, no

Come on, come on

Jump a little higher

Come on, come on

If you feel a little lighter

Come on, come on

We were once upon a time in love

Hyah!

We're accidentally in love

Accidentally in love

Accidentally in love

Accidentally in love

Accidentally in love

Accidentally in love

Accidentally in love

Accidentally

I'm in love, I'm in love,

I'm in love, I'm in love

I'm in love, I'm in love

Accidentally in love

I'm in love

I'm in love

It's so good to be home!

- [distant singing]

- [giggling]

Just you and me and...

[Donkey sings]

- Two can be as bad as one...

- Donkey?

Shrek! Fiona! Aren't you two

a sight for sore eyes!

Give us a hug, Shrek,

you old love machine.

[chuckles]

And look at you, Mrs. Shrek.

How 'bout a side of sugar for the steed?

Donkey, what are you doing here?

Taking care of your love nest for you.

Oh, you mean like... sorting the mail

and watering the plants?

- Yeah, and feeding the fish!

- I don't have any fish.

You do now. I call that one Shrek

and the other Fiona.

That Shrek is a rascally devil.

Get your...

Look at the time.

I guess you'd better be going.

Don't you want to tell me about your trip?

Or how about a game of Parcheesi?

Actually, Donkey? Shouldn't you be

getting home to Dragon?

Oh, yeah, that.

I don't know.

She's been all moody and stuff lately.

I thought I'd move in with you.

You know we're always happy

to see you, Donkey.

But Fiona and I are married now.

We need a little time, you know,

to be together.

Just with each other.

Alone.

Say no more.

You don't have to worry about a thing.

I will always be here to make sure

nobody bothers you.

- Donkey!

- Yes, roomie?

You're bothering me.

Oh, OK. All right, cool. I guess...

Me and Pinocchio was going to catch

a tournament, anyway, so...

Maybe I'll see y'all Sunday

for a barbecue or something.

He'll be fine.

Now, where were we?

[giggles] Oh.

I think I remember.

- Donkey!

- [Fiona yelps]

I know, I know! Alone!

I'm going! I'm going.

What do you want me

to tell these other guys?

[fanfare]

[ theme to Hawaii Five-O]

Enough, Reggie.

[clears throat] "Dearest Princess Fiona.

"You are hereby summoned

to the Kingdom of Far, Far Away

"for a royal ball

in celebration of your marriage

"at which time the King

"will bestow his royal blessing...

upon you and your..."

uh..."Prince Charming.

"Love, the King and Queen

of Far, Far Away.

"aka Mom and Dad."

Mom and Dad?

- Prince Charming?

- Royal ball? Can I come?

- We're not going.

- [both] What?

I mean, don't you think

they might be a bit...

shocked to see you like this?

[chuckles] Well, they might be

a bit surprised.

But they're my parents, Shrek.

They love me.

And don't worry.

They'll love you, too.

Yeah, right.

Somehow I don't think I'll be welcome

at the country club.

Stop it.

They're not like that.

How do you explain Sergeant Pompous

and the Fancy Pants Club Band?

Oh, come on! You could at least

give them a chance.

To do what?

Sharpen their pitchforks?

No! They just want

to give you their blessing.

Oh, great.

Now I need their blessing?

If you want to be a part

of this family, yes!

Who says I want

to be part of this family?

You did!

When you married me!

Well, there's some fine print for you!

[exasperated sigh]

So that's it. You won't come?

Trust me. It's a bad idea.

We are not going! And that's final!

Come on!

We don't want to hit traffic!

[Gingy] Don't worry!

We'll take care of everything.

[all cheer]

- Hey, wait for me. Oof!

- [glass breaks]

[sighs]

[ Chic: Le Freak]

Hit it! Move 'em on! Head 'em up!

Head 'em up, move 'em on! Head 'em up!

Rawhide! Move 'em on!

Head 'em up!

Move 'em on! Move 'em on!

Head 'em up! Rawhide!

Ride 'em up! Move 'em on!

Head 'em up! Move 'em on! Rawhide!

Knock 'em out! Pound 'em dead!

Make 'em tea! Buy 'em drinks!

Meet their mamas!

Milk 'em hard!

Rawhide!

Yee-haw!

- [Donkey] Are we there yet?

- [Shrek] No.

- [Donkey] Are we there yet?

- [Fiona] Not yet.

- [Donkey] OK, are we there yet?

- [Fiona] No.

- [Donkey] Are we there yet?

- [Shrek] No!

- [Donkey] Are we there yet?

- [Shrek] Yes.

- Really?

- No!

- Are we there yet?

- [Fiona] No!

- Are we there yet?

- [Shrek] We are not!

- Are we there yet?

- [Shrek & Fiona] No!

- Are we there yet?

- [Shrek mimics]

- That's not funny. That's really immature.

- [Shrek mimics]

- This is why nobody likes ogres.

- [Shrek mimics]

- Your loss!

- [Shrek mimics]

- I'm gonna just stop talking.

- Finally!

This is taking forever, Shrek.

There's no in-flight movie or nothing!

The Kingdom of Far, Far Away, Donkey.

That's where we're going.

Far, far...

[softly] away!

All right, all right, I get it.

I'm just so darn bored.

Well, find a way

to entertain yourself.

[sighs]

[deep sigh]

[clicks tongue]

[popping]

- [popping]

- [exasperated sigh]

For five minutes...

Could you not be yourself...

[shouts]... for five minutes!

- [popping]

- [shrieks]

Are we there yet?

- [chuckles] Yes!

- Oh, finally!

[fanfare]

[ Lipps, Inc: Funkytown]

Wow!

It's going to be champagne wishes

and caviar dreams from now on.

Hey, good-looking!

We'll be back to pick you up later!

Gotta make a move

to a town that's right for me

We are definitely not

in the swamp anymore.

[whistle] Halt!

Well, I talk about it, talk about it,

talk about it, talk about it

Hey, everyone, look.

Talk about, talk about movin'...

Hey, ladies! Nice day for a parade, huh?

You working that hat.

[Donkey] Swimming pools!

Movie stars!

[cheering]

[applause]

[fanfare]

Announcing the long-awaited return

of the beautiful Princess Fiona

and her new husband.

Well, this is it.

- This is it.

- This is it.

This is it.

[fanfare]

[fanfare and cheering stop]

[gasps]

[tweeting]

[baby wails]

Uh... why don't you guys go ahead?

I'll park the car.

[chuckles] So...

you still think

this was a good idea?

Of course! Look.

Mom and Dad look happy to see us.

- [softly] Who on earth are they?

- [softly] I think that's our little girl.

That's not little!

That's a really big problem.

Wasn't she supposed to kiss

Prince Charming and break the spell?

Well, he's no Prince Charming,

but they do look...

[softly] Happy now?

We came. We saw them.

Now let's go before

they light the torches.

- They're my parents.

- Hello? They locked you in a tower.

That was for my own...

Good! Here's our chance. Let's go

back inside and pretend we're not home.

Harold, we have to be...

Quick! While they're not looking

we can make a run for it.

Shrek, stop it!

Everything's gonna be...

A disaster! There is no way...

- You can do this.

- I really...

- Really...

- don't... want... to... be...

Here!

Mom... Dad...

I'd like you to meet my husband...

Shrek.

Well, um...

It's easy to see where Fiona

gets her good looks from.

[chuckles nervously]

[gulps]

[belches]

- Excuse me.

- [Shrek & Fiona laugh]

Better out than in,

I always say, eh, Fiona?

[both giggle]

[Shrek] That's good.

I guess not.

What do you mean, "not on the list"?

Don't tell me you don't know who I am.

What do you mean, "not on the list"?

Don't tell me you don't know who I am.

What's happening, everybody?

Thanks for waiting.

- I had the hardest time finding this place.

- No! No! Bad donkey! Bad! Down!

No, Dad! It's all right.

It's all right. He's with us.

- He helped rescue me from the dragon.

- That's me: the noble steed.

Waiter!

How 'bout a bowl for the steed?

Oh, boy.

[slurps]

- Um, Shrek?

- Yeah?

Oh, sorry!

Great soup, Mrs Q.

Mmm!

No, no. Darling.

[chuckles nervously] Oh!

So, Fiona, tell us

about where you live.

Well...

Shrek owns his own land.

- Don't you, honey?

- Oh, yes!

It's in an enchanted forest

abundant in squirrels

and cute little duckies and...

[laughing] What?

I know you ain't

talking about the swamp.

An ogre from a swamp.

Oh! How original.

I suppose that would be a fine place

to raise the children.

- [splutters]

- [chokes]

It's a bit early to be

thinking about that, isn't it?

- Indeed. I just started eating.

- Harold!

- What's that supposed to mean?

- Dad. It's great, OK?

- For his type, yes.

- My type?

I got to go to the bathroom.

- Dinner is served!

- Never mind. I can hold it.

Bon appetit!

Oh, Mexican food!

My favorite.

Let's not sit here with our tummies

rumbling. Everybody dig in.

Don't mind if I do, Lillian.

I suppose any grandchildren

I could expect from you would be...

Ogres, yes!

Not that there's anything wrong with that.

Right, Harold?

Oh, no! No! Of course, not!

That is, assuming you don't

eat your own young!

Dad!

No, we usually prefer the ones

who've been locked away in a tower!

- Shrek, please!

- I only did that because I love her.

Aye, day care

or dragon-guarded castle.

You wouldn't understand.

You're not her father!

It's so nice to have the family

together for dinner.

- Harold!

- Shrek!

- Fiona!

- Fiona!

- Mom!

- Harold...

Donkey!

[glissando]

Your fallen tears have called to me

So, here comes my sweet remedy

I know what every princess needs

For her to live life happily...

[both gasp]

Oh, my dear.

Oh, look at you.

You're all grown up.

- Who are you?

- Oh, sweet pea!

I'm your fairy godmother.

- I have a fairy godmother?

- Shush, shush.

Now, don't worry.

I'm here to make it all better.

With just a...

Wave of my magic wand

Your troubles will soon be gone

With a flick of the wrist and just a flash

You'll land a prince with a ton of cash

A high-priced dress

made by mice no less

Some crystal glass pumps

And no more stress

Your worries will vanish,

your soul will cleanse

Confide in your very own

furniture friends

We'll help you set a new fashion trend

- I'll make you fancy, I'll make you great

- The kind of girl a prince would date!

They'll write your name

on the bathroom wall...

"For a happy ever after,

give Fiona a call!"

A sporty carriage to ride in style,

Sexy man boy chauffeur, Kyle

Banish your blemishes, tooth decay,

Cellulite thighs will fade away

And oh, what the hey!

Have a bichon frisé! '

Nip and tuck, here and there

to land that prince with the perfect hair

Lipstick liners, shadows blush

To get that prince with the sexy tush

Lucky day, hunk buffet

You and your prince take a roll in the hay

You can spoon on the moon

With the prince to the tune

Don't be drab, you'll be fab

Your prince will have rock-hard abs

Cheese soufflé, Valentine's Day

Have some chicken fricassee!

Nip and tuck, here and there

To land that prince with the perfect hair

Stop!

[chuckles] Look...

Thank you very much,

Fairy Godmother,

but I really don't need all this.

[gasps and mutterings of disapproval]

- Fine. Be that way.

- We didn't like you, anyway.

- [knocking]

- [Shrek] Fiona? Fiona?

[dog barks]

Oh! You got a puppy?

All I got in my room was shampoo.

Oh, uh...

Fairy Godmother, furniture...

[giggles]

I'd like you to meet my husband, Shrek.

Your husband? What? What did you say?

When did this happen?

Shrek is the one who rescued me.

- But that can't be right.

- Oh, great, more relatives!

She's just trying to help.

Good! She can help us pack.

Get your coat, dear. We're leaving.

- What?

- I don't want to leave.

When did you decide this?

- Shortly after arriving.

- Look, I'm sorry...

No, that's all right.

I need to go, anyway.

But remember, dear.

If you should ever need me...

happiness...

is just a teardrop away.

Thanks, but we've got all

the happiness we need.

Happy, happy, happy...

[laughs] So I see.

Let's go, Kyle.

- Very nice, Shrek.

- What?

I told you coming here was a bad idea.

You could've at least tried

to get along with my father.

I don't think I was going to get

Daddy's blessing,

even if I did want it.

Do you think it might be nice

if somebody asked me what I wanted?

Sure. Do you want me

to pack for you?

You're unbelievable!

You're behaving like a...

- Go on! Say it!

- Like an ogre!

Here's a news flash for you!

Whether your parents like it or not...

I am an ogre!

- [yelps]

- [roars]

And guess what, Princess?

That's not about to change.

I've made changes for you, Shrek.

Think about that.

That's real smooth, Shrek.

"I'm an ogre!"

[mimics Shrek roaring]

[sniffling]

I knew this would happen.

[Lillian] You should.

You started it.

I can hardly believe that, Lillian.

He's the ogre. Not me.

I think, Harold, you're taking this

a little too personally.

This is Fiona's choice.

But she was supposed to choose

the prince we picked for her.

I mean, you expect me to give

my blessings to this... thing?

Fiona does.

And she'll never forgive you if you don't.

I don't want to lose

our daughter again, Harold.

Oh, you act as if love

is totally predictable.

Don't you remember when

we were young?

We used to walk

down by the lily pond and...

- they were in bloom...

- Our first kiss.

It's not the same!

I don't think you realize that

our daughter has married a monster!

Oh, stop being such a drama king.

Fine! Pretend there's nothing wrong!

La, di, da, di, da!

Isn't it all wonderful!

I'd like to know

how it could get any worse!

- Hello, Harold.

- [gasps]

- What happened?

- Nothing, dear!

Just the old crusade wound

playing up a bit!

[chuckles]

I'll just stretch it

out here for a while.

You better get in.

We need to talk.

Actually, Fairy Godmother,

off to bed.

[yawns] Already taken my pills,

and they tend to make me a bit drowsy.

So, how about... we make this

a quick visit. What?

Oh, hello.

Ha-ha-ha!

So, what's new?

You remember my son,

Prince Charming?

Is that you? My gosh!

It's been years.

When did you get back?

Oh, about five minutes ago, actually.

After I endured blistering winds,

scorching desert...

I climbed to the highest room

in the tallest tower...

Mommy can handle this.

He endures blistering winds

and scorching desert!

He climbs to the highest bloody room

of the tallest bloody tower...

And what does he find?

Some gender-confused wolf

telling him that his princess

is already married.

It wasn't my fault.

He didn't get there in time.

Stop the car!

[crash]

Harold.

You force me to do something

I really don't want to do.

[gasps] Where are we?

Hi. Welcome to Friar's Fat Boy!

May I take your order?

My diet is ruined!

I hope you're happy. Er... okay.

Two Renaissance Wraps,

no mayo... chili rings...

- I'll have the Medieval Meal.

- One Medieval Meal and, Harold...

- Curly fries?

- No, thank you.

- Sourdough soft taco, then?

- No, really, I'm fine.

Your order, Fairy Godmother.

This comes with the Medieval Meal.

There you are, dear.

We made a deal, Harold, and I assume

you don't want me to go back on my part.

[sighs deeply] Indeed not.

So, Fiona and Charming will be together.

- Yes.

- Believe me, Harold. It's what's best.

Not only for your daughter...

but for your Kingdom.

What am I supposed to do about it?

Use your imagination.

[whooshing]

[whinnies]

Oh...

Come on in, Your Majesty.

[piano plays, people talk]

I like my town

With a little drop of poison

Nobody knows...

[barman belches]

[clears throat] Excuse me.

Do I know you?

No, you must be mistaking me

for someone else.

Uh... excuse me.

I'm looking for the Ugly Stepsister.

Ah! There you are. Right.

You see, I need to have

someone taken care of.

- Who's the guy?

- Well, he's not a guy, per se.

Um... He's an ogre.

[crowd gasp]

Hey, buddy, let me clue you in.

There's only one fellow who can handle

a job like that, and, frankly...

he don't like to be disturbed.

he don't like to be disturbed.

Where could I find him?

[knock on door]

Hello?

Who dares enter my room?

Sorry! I hope I'm not interrupting, but

I'm told you're the one to talk to

about an ogre problem?

You are told correct.

But for this, I charge

a great deal of money.

Would... this be enough?

You have engaged my valuable

services, Your Majesty.

Just tell me where

I can find this ogre.

[ Eels: I Need Some Sleep]

[snoring]

[chimes]

Everyone says

I'm getting down too low

Everyone says

you've just gotta let it go

You just gotta let it go

I need some sleep

Time to put the old horse down

I'm in too deep

And the wheels keep spinning round

Everyone says

you've just gotta let it go

Everyone says

you've just gotta let it go

Dear Knight, I pray that you take

this favor as a token of my gratitude.

[plays tune]

Dear Diary...

Sleeping Beauty is having

a slumber party tomorrow,

but Dad says I can't go.

He never lets me out after sunset.

Dad says I'm going away for a while.

Must be like some finishing school.

Mom says that when I'm old enough,

my Prince Charming will rescue me

from my tower

and bring me back to my family,

and we'll all live

happily ever after.

Mrs. Fiona Charming.

Mrs. Fiona Charming.

Mrs. Fiona Charming.

[echoing] Mrs. Fiona Charming.

[knock on door]

Sorry. I hope I'm not

interrupting anything.

No, no. I was just reading a, uh...

a scary book.

I was hoping you'd let me apologize

for my despicable behavior earlier.

- Okay...

- I don't know what came over me.

Do you suppose we could pretend

it never happened and start over...

- Look, Your Majesty, I just...

- Please. Call me Dad.

Dad. We both acted like ogres.

Maybe we just need some time

to get to know each other.

Excellent idea! I was actually hoping

you might join me for a morning hunt.

A little father-son time?

I know it would mean

the world to Fiona.

[sighs]

Shall we say,

: by the old oak?

[birds twitter]

[Shrek] Face it, Donkey!

We're lost.

We can't be lost. We followed

the King's instructions exactly.

"Head to the

darkest part of the woods..."

"Past the sinister trees

with scary-looking branches."

- The bush shaped like Shirley Bassey!

- We passed that three times already!

You were the one who said

not to stop for directions.

Oh, great. My one chance

to fix things up with Fiona's dad

and I end up lost

in the woods with you!

Don't get huffy!

I'm only trying to help.

I know! I know.

- I'm sorry, all right?

- Hey, don't worry about it.

I just really need to make

things work with this guy.

Yeah, sure. Now let's go

bond with Daddy.

[purring]

[purring]

Well, well, well, Donkey.

I know it was kind of a tender

moment back there, but the purring?

What? I ain't purring.

Sure. What's next? A hug?

Hey, Shrek. Donkeys don't purr.

What do you think I am, some kind of a...

Ha-ha!

Fear me, if you dare!

[hisses]

Look! A little cat.

- Look out, Shrek! He got a piece!

- It's a cat, Donkey.

Come here,

little kitty, kitty.

Come on, little kitty. Come here.

Oh! Come here, little kitty.

- [screaming]

- Whoa!

- Hold on, Shrek! I'm coming!

- Come on! Get it off! Get it off!

Oh, God. Oh...

No!

- Look out, Shrek! Hold still!

- Get it off!

Shrek! Hold still!

- Did I miss?

- No. You got them.

Now, ye ogre, pray for mercy from...

Puss... in Boots!

I'll kill that cat!

Ah-ha-ha!

[coughs]

[wheezes]

[retches]

[coughs]

- [chuckles] Hairball.

- Oh! That is nasty!

What should we do with him?

Take the sword and neuter him.

Give him the Bob Barker treatment.

Oh, no! Por favor!

Please!

I implore you!

It was nothing personal, Señor.

I was doing it only for my family.

My mother, she is sick.

And my father lives off the garbage!

The King offered me much in gold

and I have a litter of brothers...

Whoa, whoa, whoa!

Fiona's father paid you to do this?

The rich King? Sí.

[screams]

Well, so much for Dad's royal blessing.

Don't feel bad. Almost everybody

that meets you wants to kill you.

Gee, thanks.

Maybe Fiona would've been better off

if I were some sort of Prince Charming.

That's what the King said.

Oh, uh... sorry. I thought that question

was directed at me.

Shrek, Fiona knows

you'd do anything for her.

Well, it's not like

I wouldn't change if I could.

I just... I just wish

I could make her happy.

Hold the phone...

"Happiness."

"A tear drop away."

Donkey! Think of the saddest thing

that's ever happened to you!

Aw, man, where do I begin?

First there was the time that old farmer

tried to sell me for some magic beans.

Then this fool had a party and he have

the guests trying to pin the tail on me.

Then they got drunk and start beating me

with a stick, going "Piñata!!"

What is a piñata, anyway?

No, Donkey! I need you to cry!

Don't go projecting on me.

I know you're feeling bad,

but you got to...

Aaaahhh!

You little, hairy,

litter-licking sack of...

What? Is it on? Is it on?

[clears throat]

This is Fairy Godmother.

I'm either away

from my desk or with a client.

But if you come by the office, we'll be

glad to make you an appointment.

Have a "happy ever after."

Oh...

Are you up for a little quest, Donkey?

That's more like it! Shrek and Donkey,

on another whirlwind adventure!

Ain't no stoppin' us now! Whoo!

We're on the move!

- Stop, Ogre! I have misjudged you.

- Join the club. We've got jackets.

On my honor, I am obliged to accompany

you until I have saved your life

as you have spared me mine.

The position of annoying talking animal

has already been taken.

Let's go, Shrek. Shrek?

- Shrek!

- Aw, come on, Donkey. Look at him...

in his wee little boots.

You know, how many cats can wear boots?

Honestly.

- Let's keep him!

- Say what?

[purrs]

Ahh!

Listen. He's purring!

- Oh, so now it's cute.

- Come on, Donkey. Lighten up.

Lighten up? I should lighten up?

Look who's telling who to lighten up!

Lighten up? I should lighten up?

Look who's telling who to lighten up!

[giggles] Shrek!

[barks]

[barks]

Shrek?

They're both festive, aren't they?

What do you think, Harold?

Um... Yes, yes.

Fine. Fine.

[sighs]

Try to at least pretend you're interested

in your daughter's wedding ball.

Honestly, Lillian,

I don't think it matters.

How do we know there will

even be a ball?

Mom. Dad.

- Oh, hello, dear.

- What's that, Cedric? Right! Coming.

Mom, have you seen Shrek?

I haven't.

You should ask your father.

Be sure and use small words, dear.

He's a little slow this morning.

- Can I help you, Your Majesty?

- Ah, yes! Um...

Mmm! Exquisite.

What do you call this dish?

That would be the dog's breakfast,

Your Majesty.

Ah, yes. Very good, then.

Carry on, Cedric.

- Dad? Dad, have you seen Shrek?

- No, I haven't, dear.

I'm sure he just went off to look for

a nice... mud hole to cool down in.

You know, after your

little spat last night.

Oh. You heard that, huh?

The whole kingdom heard you.

I mean, after all,

it is in his nature to be...

well, a bit of a brute.

Him? You know, you didn't exactly

roll out the Welcome Wagon.

Well, what did you expect?

Look at what he's done to you.

Shrek loves me for who I am.

I would think you'd be happy for me.

Darling, I'm just thinking about

what's best for you.

Maybe you should do the same.

[both whisper]

No, really?

[both laugh]

[Shrek] Shh...

Oh...

[hooter blasts]

Oh, no. That's the old Keebler's place.

Let's back away slowly.

That's the Fairy Godmother's cottage.

She's the largest producer of hexes

and potions in the whole kingdom.

Then why don't we pop in there

for a spell? Ha-ha! Spell!

[Puss in Boots

shrieks with laughter]

[Puss in Boots] He makes me laugh.

Hi. I'm here to see the...

The Fairy Godmother.

I'm sorry. She is not in.

Jerome!

Coffee and a Monte Cristo. Now!

[sighs]

Yes, Fairy Godmother.

Right away.

Look, she's not seeing

any clients today, OK?

That's OK, buddy.

We're from the union.

The union?

We represent the workers in all magical

industries, both evil and benign.

Oh! Oh, right.

Are you feeling at all

degraded or oppressed?

Uh... a little.

We don't even have dental.

They don't even have dental.

Okay, we'll just have

a look around.

Oh. By the way.

I think it'd be better if the Fairy Godmother

didn't know we were here.

- Know what I'm saying? Huh?

- Huh? Huh? Huh?

- Stop it.

- Of course. Go right in.

[voices and grinding machines]

[explosion]

A drop of desire.

[giggles] Naughty!

A pinch of passion.

[laughs]

And just a hint of...

lust!

[laughs]

- [Shrek] Excuse me.

- [gasps]

Sorry to barge in like this...

What in Grimm's name

are you doing here?

Well, it seems

that Fiona's not exactly happy.

Oh-ho-ho!

And there's some question

as to why that is?

Well, let's explore that, shall we?

Ah. P, P, P...

Princess. Cinderella.

Here we are.

"Lived happily ever after." Oh...

[laughs] No ogres!

Let's see. Snow White.

A handsome prince.

Oh, no ogres.

Sleeping Beauty. Oh, no ogres!

Hansel and Gretel? No!

Thumbelina? No.

The Golden Bird,

the Little Mermaid, Pretty Woman...

No, no, no, no, no!

You see, ogres don't

live happily ever after.

All right, look, lady!

Don't you point...

those dirty green sausages at me!

Your Monte Cristo and coffee.

Oh! Sorry.

Ah... that's okay.

We were just leaving.

Very sorry to have wasted your time,

Miss Godmother.

Just... go.

Come on, guys.

[whistles tune]

TGIF, eh, buddy?

Working hard or hardly working,

eh, Mac?

Get your fine Corinthian footwear

and your cat cheeks out of my face!

Man, that stinks!

You don't exactly smell like

a basket of roses.

- Well, one of these has got to help.

- I was just concocting this very plan!

Already our minds are becoming one.

Whoa, whoa. If we need an expert on

licking ourselves, we'll give you a call.

Shrek, this is a bad idea.

Look. Make yourself useful

and go keep watch.

Puss, do you think you

could get to those on top?

No problema, boss.

In one of my nine lives,

I was the great cat burglar

of Santiago de Compostela.

Ha-ha-ha-ha!

Shrek, are you off your nut?

Donkey, keep watch.

Keep watch?

Yeah, I'll keep watch.

I'll watch that wicked witch come and

whammy a world of hurt up your backside.

I'll laugh, too.

I'll be giggling to myself.

- What do you see?

- Toad Stool Softener?

I'm sure a nice BM is the perfect solution

for marital problems.

- Elfa Seltzer?

- Uh-uh.

- Hex Lax?

- No! Try "handsome."

Sorry. No handsome.

Hey! How about "Happily Ever After"?

Well, what does it do?

It says "Beauty Divine."

In some cultures, donkeys are revered

as the wisest of creatures.

Especially us talking ones.

[gasps] Donkey!

That'll have to do.

We've got company.

Can we get on with this?

Hurry!

Nice catch, Donkey!

Finally! A good use for your mouth.

[ Pete Yorn: Ever Fallen In Love]

Come on!

You spurn my natural emotions

You make me feel like dirt

and I'm hurt

And if I start a commotion

I run the risk of losing you

and that's worse

Ever fallen in love with someone,

ever fallen in love

In love with someone,

ever fallen in love

In love with someone

you shouldn't have fallen in love with

Ever fallen in love with someone,

ever fallen in love

In love with someone,

ever fallen in love

With someone

you shouldn't have fallen in love with

Fallen in love with

Ever fallen in love with someone

you shouldn't have fallen in love with

I don't care whose fault it is.

Just get this place cleaned up!

And somebody bring me something

deep fried and smothered in chocolate!

- Mother!

- Charming. Sweetheart.

This isn't a good time, pumpkin.

Mama's working.

Whoa, what happened here?

- The ogre, that's what!

- What? Where is he, Mom?

I shall rend his head

from his shoulders!

I will smite him where he stands!

He will rue the very day he stole

my kingdom from me!

Oh, put it away, Junior!

You're still going to be king.

We'll just have to come up

with something smarter.

Pardon. Um...

Everything is accounted for,

Fairy Godmother, except for one potion.

What?

Oh...

I do believe we can make

this work to our advantage.

"Happily Ever After Potion.

Maximum strength.

"For you and your true love.

"If one of you drinks this,

you both will be fine.

"Happiness, comfort

and beauty divine."

- You both will be fine?

- I guess it means it'll affect Fiona, too.

Hey, man, this don't feel right.

My donkey senses are tingling all over.

Drop that jug o' voodoo

and let's get out of here.

It says, "Beauty Divine."

How bad can it be?

[sneezes]

See, you're allergic to that stuff.

You'll have a reaction.

And if you think that I'll be smearing

Vapor Rub over your chest, think again!

Boss, just in case there is something

wrong with the potion...

allow me to take the first sip.

It would be an honor to lay my life

on the line for you.

Oh, no, no. I don't think so.

If there'll be any animal testing,

I'll do it.

That's the best friend's job.

Now give me that bottle.

How do you feel?

I don't feel any different.

I look any different?

You still look like an ass to me.

Maybe it doesn't work on donkeys.

- Well, here's to us, Fiona.

- Shrek?

- You drink that, there's no going back.

- I know.

- No more wallowing in the mud?

- I know.

- No more itchy butt crack?

- I know!

- But you love being an ogre!

- I know!

But I love Fiona more.

Shrek, no! Wait!

[gurgling]

[farts]

Got to be... I think you grabbed

the "Farty Ever After" potion.

Maybe it's a dud.

Or maybe Fiona and I

were never meant to be.

Or maybe Fiona and I

were never meant to be.

[thunder rumbles]

Uh-oh. What did I tell you?

I feel something coming on.

I don't want to die.

I don't want to die. I don't want to die!

Oh, sweet sister, mother of mercy.

I'm melting!

I'm melting!

It's just the rain, Donkey.

[chuckles] Oh.

Don't worry. Things seem bad

because it's dark and rainy

and Fiona's father hired

a sleazy hitman to whack you.

[hisses]

lt'll be better in the morning.

You'll see...

The sun'll come out...

Tomorrow

[yawns]

Bet your bottom...

Bet my bottom?

I'm coming, Elizabeth!

Donkey?

Are you all right?

- Hey, boss. Let's shave him.

- D-Donkey?

[groans]

[Puss In Boots shrieks]

There you are!

We missed you at dinner.

What is it, darling?

Dad...

I've been thinking

about what you said.

And I'm going to set things right.

Ah! Excellent!

That's my girl.

It was a mistake to bring Shrek here.

I'm going to go out and find him.

And then we'll go back

to the swamp where we belong.

[Lillian] Fiona, please!

Let's not be rash, darling.

You can't go anywhere right now.

[rain patters]

[Both] Fiona!

Look, I told you he was here.

Look at him! Quiet. Look at him.

[Shrek groans]

Good morning, sleepyhead.

[Shrek shouts]

[All] Good morning!

We love your kitty!

- [Shrek] Oh... My head...

- Here, I fetched a pail of water.

Thanks.

Uhh!

Aahh!

Oh...

A cute button nose?

Thick, wavy locks?

Taut, round buttocks?

I'm... I'm...

- Gorgeous!

- I'll say.

I'm Jill. What's your name?

- Um... Shrek.

- Shrek? Wow. Are you from Europe?

- You're tense.

- I want to rub his shoulders.

- I got it covered.

- I don't have anything to rub.

Get in line.

Get in line.

- Have you seen my donkey?

- Who are you calling donkey?

- Donkey? You're a...

- A stallion, baby!

I can whinny.

[whinnies]

I can count.

Look at me, Shrek!

I'm trotting!

That's some quality potion.

What's in that stuff?

"Oh, don't take the potion,

Mr. Boss, it's very bad."

Pah!

"Warning: Side effects may include

burning, itching, oozing, weeping.

"Not intended for heart patients

or those with... nervous disorders."

I'm trotting, I'm trotting in place! Yeah!

What?

Señor? "To make the effects

of this potion permanent,

"the drinker must obtain his

true love's kiss by midnight."

Midnight?

Why is it always midnight?

- Pick me! I'll be your true love!

- I'll be your true love.

I'll be true... enough.

Look, ladies, I already have a true love.

[all] Oh...

And take it from me, Boss.

You are going to have

one satisfied Princess.

And let's face it.

You are a lot easier on the eyes.

Inside you're the same

old mean, salty...

- Easy.

...cantankerous, foul,

angry ogre you always been.

And you're still the same

annoying donkey.

- Yeah.

- [sighs]

Well...

Look out, Princess.

Here comes the new me.

First things first.

- We need to get you out of those clothes.

- [all gasp]

- Ready?

- Ready!

- [Donkey screams]

- Driver, stop!

Oh, God! Help me, please!

My racing days are over!

I'm blind! Tell the truth.

Will I ever play the violin again?

You poor creature!

Is there anything

I can do for you?

Well, I guess there is one thing.

Take off the powdered wig

and step away from your drawers.

- Not bad.

- Not bad at all.

[both laugh]

Father?

Is everything all right, Father?

Thank you, gentlemen!

Someday, I will repay you.

Unless, of course,

I can't find you or if I forget.

- [whinnies]

- [Puss in Boots, in angry Spanish]

[ Butterfly Boocher: Changes]

[ Butterfly Boocher: Changes]

Oh, yeah

Turn and face the strange

Ch-Ch-Changes

Don't wanna be a richer one

Ch-Ch-Ch-Ch-Changes

Turn and face the strange

Ch-Ch-Changes

Just gonna have to be

a different man

Time may change me

But I can't trace time

Halt!

Tell Princess Fiona her husband,

Sir Shrek, is here to see her.

Still don't know what

I was looking for

And my time was running wild,

a million dead-end streets

Every time I thought

I'd got it made

It seemed the taste

was not so sweet

- [screams]

- Ch-Ch-Ch-Ch-Changes

Turn and face the strange

- Shrek?

- Ch-Ch-Changes

Don't wanna be a richer one

Time may change me

But I can't trace time

Fiona?

Hello, handsome.

Shrek!

- Princess!

- Donkey?

Wow! That potion

worked on you, too?

What potion?

Shrek and I took some magic potion.

And well...

Now, we're sexy!

Shrek?

[purrs]

For you, baby... I could be.

- Yeah, you wish.

- Donkey, where is Shrek?

He went inside looking for you.

Shrek?

Fiona! Fiona!

You want to dance, pretty boy?

Are you going so soon?

Don't you want to see your wife?

Fiona?

Shrek?

Aye, Fiona. It is me.

What happened