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Once upon a time there was a lovely

                        princess. But she had an enchantment 
                        upon her of a fearful sort which could 
                        only be broken by love's first kiss. 
                        She was locked away in a castle guarded 
                        by a terrible fire-breathing dragon. 
                        Many brave knights had attempted to 
                        free her from this dreadful prison, 
                        but non prevailed. She waited in the 
                        dragon's keep in the highest room of 
                        the tallest tower for her true love 
                        and true love's first kiss. (laughs) 
                        Like that's ever gonna happen. What 
                        a load of - (toilet flush)

              Allstar - by Smashmouth begins to play. Shrek goes about his 
              day. While in a nearby town, the villagers get together to go 
              after the ogre.

              NIGHT - NEAR SHREK'S HOME
                                    MAN1
                        Think it's in there?
                                    MAN2
                        All right. Let's get it!
                                    MAN1
                        Whoa. Hold on. Do you know what that 
                        thing can do to you?

                                    MAN3
                        Yeah, it'll grind your bones for it's 
                        bread.

              Shrek sneaks up behind them and laughs.
                                    SHREK
                        Yes, well, actually, that would be a 
                        giant. Now, ogres, oh they're much worse. 
                        They'll make a suit from your freshly 
                        peeled skin.

                                    MEN
                        No!
                                    SHREK
                        They'll shave your liver. Squeeze the 
                        jelly from your eyes! Actually, it's 
                        quite good on toast.

                                    MAN1
                        Back! Back, beast! Back! I warn ya! 
                        (waves the torch at Shrek.)

              Shrek calmly licks his fingers and extinguishes the torch. The 
              men shrink back away from him. Shrek roars very loudly and long 
              and his breath extinguishes all the remaining torches until the 
              men are in the dark.

                                    SHREK
                        This is the part where you run away. 
                        (The men scramble to get away. He laughs.) 
                        And stay out! (looks down and picks 
                        up a piece of paper. Reads.) "Wanted. 
                        Fairy tale creatures."(He sighs and 
                        throws the paper over his shoulder.)

                        
              THE NEXT DAY
              There is a line of fairy tale creatures. The head of the guard 
              sits at a table paying people for bringing the fairy tale creatures 
              to him. There are cages all around. Some of the people in line 
              are Peter Pan, who is carrying Tinkerbell in a cage, Gipetto 
              who's carrying Pinocchio, and a farmer who is carrying the three 
              little pigs.

                                    GUARD
                        All right. This one's full. Take it 
                        away! Move it along. Come on! Get up!

                        
                                    HEAD GUARD
                        Next!
                                    GUARD
                        (taking the witch's broom) Give me that! 
                        Your flying days are over. (breaks the 
                        broom in half)

                                    HEAD GUARD
                        That's 20 pieces of silver for the witch. 
                        Next!

                                    GUARD
                        Get up! Come on!
                                    HEAD GUARD
                        Twenty pieces.
                                    LITTLE BEAR
                        (crying) This cage is too small.
                                    DONKEY
                        Please, don't turn me in. I'll never 
                        be stubborn again. I can change. Please! 
                        Give me another chance!

                                    OLD WOMAN
                        Oh, shut up. (jerks his rope)
                                    DONKEY
                        Oh!
                                    HEAD GUARD
                        Next! What have you got?
                                    GIPETTO
                        This little wooden puppet.
                                    PINOCCHIO
                        I'm not a puppet. I'm a real boy. (his 
                        nose grows)

                                    HEAD GUARD
                        Five shillings for the possessed toy. 
                        Take it away.

                                    PINOCCHIO
                        Father, please! Don't let them do this! 
                        Help me!

              Gipetto takes the money and walks off. The old woman steps up 
              to the table.

                                    HEAD GUARD
                        Next! What have you got?
                                    OLD WOMAN
                        Well, I've got a talking donkey.
                                    HEAD GUARD
                        Right. Well, that's good for ten shillings, 
                        if you can prove it.

                                    OLD WOMAN
                        Oh, go ahead, little fella.
              Donkey just looks up at her.
                                    HEAD GUARD
                        Well?
                                    OLD WOMAN
                        Oh, oh, he's just...he's just a little 
                        nervous. He's really quite a chatterbox. 
                        Talk, you boneheaded dolt...

                                    HEAD GUARD
                        That's it. I've heard enough. Guards!

                        
                                    OLD WOMAN
                        No, no, he talks! He does. (pretends 
                        to be Donkey) I can talk. I love to 
                        talk. I'm the talkingest damn thing 
                        you ever saw.

                                    HEAD GUARD
                        Get her out of my sight.
                                    OLD WOMAN
                        No, no! I swear! Oh! He can talk!
              The guards grab the old woman and she struggles with them. One 
              of her legs flies out and kicks Tinkerbell out of Peter Pan's 
              hands, and her cage drops on Donkey's head. He gets sprinkled 
              with fairy dust and he's able to fly.

                                    DONKEY
                        Hey! I can fly!
                                    PETER PAN
                        He can fly!
                                    3 LITTLE PIGS
                        He can fly!
                                    HEAD GUARD
                        He can talk!
                                    DONKEY
                        Ha, ha! That's right, fool! Now I'm 
                        a flying, talking donkey. You might 
                        have seen a housefly, maybe even a superfly 
                        but I bet you ain't never seen a donkey 
                        fly. Ha, ha! (the pixie dust begins 
                        to wear off) Uh-oh. (he begins to sink 
                        to the ground.)

              He hits the ground with a thud.
                                    HEAD GUARD
                        Seize him! (Donkey takes of running.) 
                        After him!

                                    GUARDS
                        He's getting away! Get him! This way! 
                        Turn!

              Donkey keeps running and he eventually runs into Shrek. Literally. 
              Shrek turns around to see who bumped into him. Donkey looks scared 
              for a moment then he spots the guards coming up the path. He 
              quickly hides behind Shrek.

                                    HEAD GUARD
                        You there. Ogre!
                                    SHREK
                        Aye?
                                    HEAD GUARD
                        By the order of Lord Farquaad I am authorized 
                        to place you both under arrest and transport 
                        you to a designated resettlement facility.

                        
                                    SHREK
                        Oh, really? You and what army?
              He looks behind the guard and the guard turns to look as well 
              and we see that the other men have run off. The guard tucks tail 
              and runs off. Shrek laughs and goes back about his business and 
              begins walking back to his cottage.

                                    DONKEY
                        Can I say something to you? Listen, 
                        you was really, really, really somethin' 
                        back here. Incredible!

                                    SHREK
                        Are you talkin' to...(he turns around 
                        and Donkey is gone) me? (he turns back 
                        around and Donkey is right in front 
                        of him.) Whoa!

                                    DONKEY
                        Yes. I was talkin' to you. Can I tell 
                        you that you that you was great back 
                        here? Those guards! They thought they 
                        was all of that. Then you showed up, 
                        and bam! They was trippin' over themselves 
                        like babes in the woods. That really 
                        made me feel good to see that.

                                    SHREK
                        Oh, that's great. Really.
                                    DONKEY
                        Man, it's good to be free.
                                    SHREK
                        Now, why don't you go celebrate your 
                        freedom with your own friends? Hmm?

                        
                                    DONKEY
                        But, uh, I don't have any friends. And 
                        I'm not goin' out there by myself. Hey, 
                        wait a minute! I got a great idea! I'll 
                        stick with you. You're mean, green, 
                        fightin' machine. Together we'll scare 
                        the spit out of anybody that crosses 
                        us.

              Shrek turns and regards Donkey for a moment before roaring very 
              loudly.

                                    DONKEY
                        Oh, wow! That was really scary. If you 
                        don't mind me sayin', if that don't 
                        work, your breath certainly will get 
                        the job done, 'cause you definitely 
                        need some Tic Tacs or something, 'cause 
                        you breath stinks! You almost burned 
                        the hair outta my nose, just like the 
                        time...(Shrek covers his mouth but Donkey 
                        continues to talk, so Shrek removes 
                        his hand.) ...then I ate some rotten 
                        berries. I had strong gases leaking 
                        out of my butt that day.

                                    SHREK
                        Why are you following me?
                                    DONKEY
                        I'll tell you why. (singing) 'Cause 
                        I'm all alone, There's no one here beside 
                        me, My problems have all gone, There's 
                        no one to deride me, But you gotta have 
                        faith...

                                    SHREK
                        Stop singing! It's no wonder you don't 
                        have any friends.

                                    DONKEY
                        Wow. Only a true friend would be that 
                        cruelly honest.

                                    SHREK
                        Listen, little donkey. Take a look at 
                        me. What am I?

                                    DONKEY
                        (looks all the way up at Shrek) Uh ...really 
                        tall?

                                    SHREK
                        No! I'm an ogre! You know. "Grab your 
                        torch and pitchforks." Doesn't that 
                        bother you?

                                    DONKEY
                        Nope.
                                    SHREK
                        Really?
                                    DONKEY
                        Really, really.
                                    SHREK
                        Oh.
                                    DONKEY
                        Man, I like you. What's you name?
                                    SHREK
                        Uh, Shrek.
                                    DONKEY
                        Shrek? Well, you know what I like about 
                        you, Shrek? You got that kind of I-don't-care-what-nobody-thinks-of-me 
                        thing. I like that. I respect that, 
                        Shrek. You all right. (They come over 
                        a hill and you can see Shrek's cottage.) 
                        Whoa! Look at that. Who'd want to live 
                        in place like that?

                                    SHREK
                        That would be my home.
                                    DONKEY
                        Oh! And it is lovely! Just beautiful. 
                        You know you are quite a decorator. 
                        It's amazing what you've done with such 
                        a modest budget. I like that boulder. 
                        That is a nice boulder. I guess you 
                        don't entertain much, do you?

                                    SHREK
                        I like my privacy.
                                    DONKEY
                        You know, I do too. That's another thing 
                        we have in common. Like I hate it when 
                        you got somebody in your face. You've 
                        trying to give them a hint, and they 
                        won't leave. There's that awkward silence. 
                        (awkward silence) Can I stay with you?

                        
                                    SHREK
                        Uh, what?
                                    DONKEY
                        Can I stay with you, please?
                                    SHREK
                        (sarcastically) Of course!
                                    DONKEY
                        Really?
                                    SHREK
                        No.
                                    DONKEY
                        Please! I don't wanna go back there! 
                        You don't know what it's like to be 
                        considered a freak. (pause while he 
                        looks at Shrek) Well, maybe you do. 
                        But that's why we gotta stick together. 
                        You gotta let me stay! Please! Please!

                        
                                    SHREK
                        Okay! Okay! But one night only.
                                    DONKEY
                        Ah! Thank you! (he runs inside the cottage)

                        
                                    SHREK
                        What are you...? (Donkey hops up onto 
                        a chair.) No! No!

                                    DONKEY
                        This is gonna be fun! We can stay up 
                        late, swappin' manly stories, and in 
                        the mornin' I'm makin' waffles.

                                    SHREK
                        Oh!
                                    DONKEY
                        Where do, uh, I sleep?
                                    SHREK
                        (irritated) Outside!
                                    DONKEY
                        Oh, well, I guess that's cool. I mean, 
                        I don't know you, and you don't know 
                        me, so I guess outside is best, you 
                        know. Here I go. Good night. (Shrek 
                        slams the door.) (sigh) I mean, I do 
                        like the outdoors. I'm a donkey. I was 
                        born outside. I'll just be sitting by 
                        myself outside, I guess, you know. By 
                        myself, outside. I'm all alone...there's 
                        no one here beside me...

              SHREK'S COTTAGE - NIGHT
              Shrek is getting ready for dinner. He sits himself down and lights 
              a candle made out of earwax. He begins to eat when he hears a 
              noise. He stands up with a huff.

                                    SHREK
                        (to Donkey) I thought I told you to 
                        stay outside.

                                    DONKEY
                        (from the window) I am outside.
              There is another noise and Shrek turns to find the person that 
              made the noise. He sees several shadows moving. He finally turns 
              and spots 3 blind mice on his table.

                                    BLIND MOUSE1
                        Well, gents, it's a far cry from the 
                        farm, but what choice do we have?

                        
                                    BLIND MOUSE2
                        It's not home, but it'll do just fine.

                        
                                    GORDO
                        (bouncing on a slug) What a lovely bed.

                        
                                    SHREK
                        Got ya. (Grabs a mouse, but it escapes 
                        and lands on his shoulder.)

                                    GORDO
                        I found some cheese. (bites Shrek's 
                        ear)

                                    SHREK
                        Ow!
                                    GORDO
                        Blah! Awful stuff.
                                    BLIND MOUSE1
                        Is that you, Gordo?
                                    GORDO
                        How did you know?
                                    SHREK
                        Enough! (he grabs the 3 mice) What are 
                        you doing in my house? (He gets bumped 
                        from behind and he drops the mice.) 
                        Hey! (he turns and sees the Seven Dwarves 
                        with Snow White on the table.) Oh, no, 
                        no, no. Dead broad off the table.

                        
                                    DWARF
                        Where are we supposed to put her? The 
                        bed's taken.

                                    SHREK
                        Huh?
              Shrek marches over to the bedroom and throws back the curtain. 
              The Big Bad Wolf is sitting in the bed. The wolf just looks at 
              him.

                                    BIG BAD WOLF
                        What?
              TIME LAPSE
              Shrek now has the Big Bad Wolf by the collar and is dragging 
              him to the front door.

                                    SHREK
                        I live in a swamp. I put up signs. I'm 
                        a terrifying ogre! What do I have to 
                        do get a little privacy? (He opens the 
                        front door to throw the Wolf out and 
                        he sees that all the collected Fairy 
                        Tale Creatures are on his land.) Oh, 
                        no. No! No!

              The 3 bears sit around the fire, the pied piper is playing his 
              pipe and the rats are all running to him, some elves are directing 
              flight traffic so that the fairies and witches can land...etc.

              
                                    SHREK
                        What are you doing in my swamp? (this 
                        echoes and everyone falls silent.)

                        
              Gasps are heard all around. The 3 good fairies hide inside a 
              tent.

                                    SHREK
                        All right, get out of here. All of you, 
                        move it! Come on! Let's go! Hapaya! 
                        Hapaya! Hey! Quickly. Come on! (more 
                        dwarves run inside the house) No, no! 
                        No, no. Not there. Not there. (they 
                        shut the door on him) Oh! (turns to 
                        look at Donkey)

                                    DONKEY
                        Hey, don't look at me. I didn't invite 
                        them.

                                    PINOCCHIO
                        Oh, gosh, no one invited us.
                                    SHREK
                        What?
                                    PINOCCHIO
                        We were forced to come here.
                                    SHREK
                        (flabbergasted) By who?
                                    LITTLE PIG
                        Lord Farquaad. He huffed and he puffed 
                        and he...signed an eviction notice.

                        
                                    SHREK
                        (heavy sigh) All right. Who knows where 
                        this Farquaad guy is?

              Everyone looks around at each other but no one answers.
                                    DONKEY
                        Oh, I do. I know where he is.
                                    SHREK
                        Does anyone else know where to find 
                        him? Anyone at all?

                                    DONKEY
                        Me! Me!
                                    SHREK
                        Anyone?
                                    DONKEY
                        Oh! Oh, pick me! Oh, I know! I know! 
                        Me, me!

                                    SHREK
                        (sigh) Okay, fine. Attention, all fairy 
                        tale things. Do not get comfortable. 
                        Your welcome is officially worn out. 
                        In fact, I'm gonna see this guy Farquaad 
                        right now and get you all off my land 
                        and back where you came from! (Pause. 
                        Then the crowd goes wild.) Oh! (to Donkey) 
                        You! You're comin' with me.

                                    DONKEY
                        All right, that's what I like to hear, 
                        man. Shrek and Donkey, two stalwart 
                        friends, off on a whirlwind big-city 
                        adventure. I love it!

                                    DONKEY
                        (singing) On the road again. Sing it 
                        with me, Shrek. I can't wait to get 
                        on the road again.

                                    SHREK
                        What did I say about singing?
                                    DONKEY
                        Can I whistle?
                                    SHREK
                        No.
                                    DONKEY
                        Can I hum it?
                                    SHREK
                        All right, hum it.
              Donkey begins to hum 'On the Road Again'.
              DULOC - KITCHEN
              A masked man is torturing the Gingerbread Man. He's continually 
              dunking him in a glass of milk. Lord Farquaad walks in.

                                    FARQUAAD
                        That's enough. He's ready to talk.

                        
              The Gingerbread Man is pulled out of the milk and slammed down 
              onto a cookie sheet. Farquaad laughs as he walks over to the 
              table. However when he reaches the table we see that it goes 
              up to his eyes. He clears his throat and the table is lowered.

              
                                    FARQUAAD
                        (he picks up the Gingerbread Man's legs 
                        and plays with them) Run, run, run, 
                        as fast as you can. You can't catch 
                        me. I'm the gingerbread man.

                                    GINGERBREAD MAN
                        You are a monster.
                                    FARQUAAD
                        I'm not the monster here. You are. You 
                        and the rest of that fairy tale trash, 
                        poisoning my perfect world. Now, tell 
                        me! Where are the others?

                                    GINGERBREAD MAN
                        Eat me! (He spits milk into Farquaad's 
                        eye.)

                                    FARQUAAD
                        I've tried to be fair to you creatures. 
                        Now my patience has reached its end! 
                        Tell me or I'll...(he makes as if to 
                        pull off the Gingerbread Man's buttons)

                        
                                    GINGERBREAD MAN
                        No, no, not the buttons. Not my gumdrop 
                        buttons.

                                    FARQUAAD
                        All right then. Who's hiding them?

                        
                                    GINGERBREAD MAN
                        Okay, I'll tell you. Do you know the 
                        muffin man?

                                    FARQUAAD
                        The muffin man?
                                    GINGERBREAD MAN
                        The muffin man.
                                    FARQUAAD
                        Yes, I know the muffin man, who lives 
                        on Drury Lane?

                                    GINGERBREAD MAN
                        Well, she's married to the muffin man.

                        
                                    FARQUAAD
                        The muffin man?
                                    GINGERBREAD MAN
                        The muffin man!
                                    FARQUAAD
                        She's married to the muffin man.
              The door opens and the Head Guard walks in.
                                    HEAD GUARD
                        My lord! We found it.
                                    FARQUAAD
                        Then what are you waiting for? Bring 
                        it in.

              More guards enter carrying something that is covered by a sheet. 
              They hang up whatever it is and remove the sheet. It is the Magic 
              Mirror.

                                    GINGERBREAD MAN
                        (in awe) Ohhhh...
                                    FARQUAAD
                        Magic mirror...
                                    GINGERBREAD MAN
                        Don't tell him anything! (Farquaad picks 
                        him up and dumps him into a trash can 
                        with a lid.) No!

                                    FARQUAAD
                        Evening. Mirror, mirror on the wall. 
                        Is this not the most perfect kingdom 
                        of them all?

                                    MIRROR
                        Well, technically you're not a king.

                        
                                    FARQUAAD
                        Uh, Thelonius. (Thelonius holds up a 
                        hand mirror and smashes it with his 
                        fist.) You were saying?

                                    MIRROR
                        What I mean is you're not a king yet. 
                        But you can become one. All you have 
                        to do is marry a princess.

                                    FARQUAAD
                        Go on.
                                    MIRROR
                        (chuckles nervously) So, just sit back 
                        and relax, my lord, because it's time 
                        for you to meet today's eligible bachelorettes. 
                        And here they are! Bachelorette number 
                        one is a mentally abused shut-in from 
                        a kingdom far, far away. She likes sushi 
                        and hot tubbing anytime. Her hobbies 
                        include cooking and cleaning for her 
                        two evil sisters. Please welcome Cinderella. 
                        (shows picture of Cinderella) Bachelorette 
                        number two is a cape-wearing girl from 
                        the land of fancy. Although she lives 
                        with seven other men, she's not easy. 
                        Just kiss her dead, frozen lips and 
                        find out what a live wire she is. Come 
                        on. Give it up for Snow White! (shows 
                        picture of Snow White) And last, but 
                        certainly not last, bachelorette number 
                        three is a fiery redhead from a dragon-guarded 
                        castle surrounded by hot boiling lava! 
                        But don't let that cool you off. She's 
                        a loaded pistol who likes pina colads 
                        and getting caught in the rain. Yours 
                        for the rescuing, Princess Fiona! (Shows 
                        picture of Princess Fiona) So will it 
                        be bachelorette number one, bachelorette 
                        number two or bachelorette number three?

                        
                                    GUARDS
                        Two! Two! Three! Three! Two! Two! Three!

                        
                                    FARQUAAD
                        Three? One? Three?
                                    THELONIUS
                        Three! (holds up 2 fingers) Pick number 
                        three, my lord!

                                    FARQUAAD
                        Okay, okay, uh, number three!
                                    MIRROR
                        Lord Farquaad, you've chosen Princess 
                        Fiona.

                                    FARQUAAD
                        Princess Fiona. She's perfect. All I 
                        have to do is just find someone who 
                        can go...

                                    MIRROR
                        But I probably should mention the little 
                        thing that happens at night.

                                    FARQUAAD
                        I'll do it.
                                    MIRROR
                        Yes, but after sunset...
                                    FARQUAAD
                        Silence! I will make this Princess Fiona 
                        my queen, and DuLoc will finally have 
                        the perfect king! Captain, assemble 
                        your finest men. We're going to have 
                        a tournament. (smiles evilly)

              DuLoc Parking Lot - Lancelot Section
              Shrek and Donkey come out of the field that is right by the parking 
              lot. The castle itself is about 40 stories high.

                                    DONKEY
                        But that's it. That's it right there. 
                        That's DuLoc. I told ya I'd find it.

                        
                                    SHREK
                        So, that must be Lord Farquaad's castle.

                        
                                    DONKEY
                        Uh-huh. That's the place.
                                    SHREK
                        Do you think maybe he's compensating 
                        for something? (He laughs, but then 
                        groans as Donkey doesn't get the joke. 
                        He continues walking through the parking 
                        lot.)

                                    DONKEY
                        Hey, wait. Wait up, Shrek.
                                    MAN
                        Hurry, darling. We're late. Hurry.

                        
                                    SHREK
                        Hey, you! (The attendant, who is wearing 
                        a giant head that looks like Lord Farquaad, 
                        screams and begins running through the 
                        rows of rope to get to the front gate 
                        to get away from Shrek.) Wait a second. 
                        Look, I'm not gonna eat you. I just 
                        - - I just - - (He sighs and then begins 
                        walking straight through the rows. The 
                        attendant runs into a wall and falls 
                        down. Shrek and Donkey look at him then 
                        continue on into DuLoc.)

              DULOC
              They look around but all is quiet.
                                    SHREK
                        It's quiet. Too quiet. Where is everybody?

                        
                                    DONKEY
                        Hey, look at this!
              Donkey runs over and pulls a lever that is attached to a box 
              marked 'Information'. The music winds up and then the box doors 
              open up. There are little wooden people inside and they begin 
              to sing.

                                    WOODEN PEOPLE
                        Welcome to DuLoc such a perfect town

                        
              Here we have some rules
              Let us lay them down
              Don't make waves, stay in line
              And we'll get along fine
              DuLoc is perfect place
              Please keep off of the grass
              Shine your shoes, wipe your... face
              DuLoc is, DuLoc is
              DuLoc is perfect place.
              Suddenly a camera takes Donkey and Shrek's picture.
                                    DONKEY
                        Wow! Let's do that again! (makes ready 
                        to run over and pull the lever again)

                        
                                    SHREK
                        (grabs Donkey's tail and holds him still) 
                        No. No. No, no, no! No.

              They hear a trumpet fanfare and head over to the arena.
                                    FARQUAAD
                        Brave knights. You are the best and 
                        brightest in all the land. Today one 
                        of you shall prove himself...

              As Shrek and Donkey walk down the tunnel to get into the arena 
              Donkey is humming the DuLoc theme song.

                                    SHREK
                        All right. You're going the right way 
                        for a smacked bottom.

                                    DONKEY
                        Sorry about that.
                                    FARQUAAD
                        That champion shall have the honor - 
                        - no, no - - the privilege to go forth 
                        and rescue the lovely Princess Fiona 
                        from the fiery keep of the dragon. If 
                        for any reason the winner is unsuccessful, 
                        the first runner-up will take his place 
                        and so on and so forth. Some of you 
                        may die, but it's a sacrifice I am willing 
                        to make. (cheers) Let the tournament 
                        begin! (He notices Shrek) Oh! What is 
                        that? It's hideous!

                                    SHREK
                        (turns to look at Donkey and then back 
                        at Farquaad) Ah, that's not very nice. 
                        It's just a donkey.

                                    FARQUAAD
                        Indeed. Knights, new plan! The one who 
                        kills the ogre will be named champion! 
                        Have it him!

                                    MEN
                        Get him!
                                    SHREK
                        Oh, hey! Now come on! Hang on now. (bumps 
                        into a table where there are mugs of 
                        beer)

                                    CROWD
                        Go ahead! Get him!
                                    SHREK
                        (holds up a mug of beer) Can't we just 
                        settle this over a pint?

                                    CROWD
                        Kill the beast!
                                    SHREK
                        No? All right then. (drinks the beer) 
                        Come on!

              He takes the mug and smashes the spigot off the large barrel 
              of beer behind him. The beer comes rushing out drenching the 
              other men and wetting the ground. It's like mud now. Shrek slides 
              past the men and picks up a spear that one of the men dropped. 
              As Shrek begins to fight Donkey hops up onto one of the larger 
              beer barrels. It breaks free of it's ropes and begins to roll. 
              Donkey manages to squish two men into the mud. There is so much 
              fighting going on here I'm not going to go into detail. Suffice 
              to say that Shrek kicks butt.

                                    DONKEY
                        Hey, Shrek, tag me! Tag me!
              Shrek comes over and bangs a man's head up against Donkeys. Shrek 
              gets up on the ropes and interacts with the crowd.

                                    SHREK
                        Yeah!
              A man tries to sneak up behind Shrek, but Shrek turns in time 
              and sees him.

                                    WOMAN
                        The chair! Give him the chair!
              Shrek smashes a chair over the guys back. Finally all the men 
              are down. Donkey kicks one of them in the helmet, and the ding 
              sounds the end of the match. The audience goes wild.

                                    SHREK
                        Oh, yeah! Ah! Ah! Thank you! Thank you 
                        very much! I'm here till Thursday. Try 
                        the veal! Ha, ha! (laughs)

              The laughter stops as all of the guards turn their weapons on 
              Shrek.

                                    HEAD GUARD
                        Shall I give the order, sir?
                                    FARQUAAD
                        No, I have a better idea. People of 
                        DuLoc, I give you our champion!

                                    SHREK
                        What?
                                    FARQUAAD
                        Congratulations, ogre. You're won the 
                        honor of embarking on a great and noble 
                        quest.

                                    SHREK
                        Quest? I'm already in a quest, a quest 
                        to get my swamp back.

                                    FARQUAAD
                        Your swamp?
                                    SHREK
                        Yeah, my swamp! Where you dumped those 
                        fairy tale creatures!

                                    FARQUAAD
                        Indeed. All right, ogre. I'll make you 
                        a deal. Go on this quest for me, and 
                        I'll give you your swamp back.

                                    SHREK
                        Exactly the way it was?
                                    FARQUAAD
                        Down to the last slime-covered toadstool.

                        
                                    SHREK
                        And the squatters?
                                    FARQUAAD
                        As good as gone.
                                    SHREK
                        What kind of quest?
              Time Lapse - Donkey and Shrek are now walking through the field 
              heading away from DuLoc. Shrek is munching on an onion.

                                    DONKEY
                        Let me get this straight. You're gonna 
                        go fight a dragon and rescue a princess 
                        just so Farquaad will give you back 
                        a swamp which you only don't have because 
                        he filled it full of freaks in the first 
                        place. Is that about right?

                                    SHREK
                        You know, maybe there's a good reason 
                        donkeys shouldn't talk.

                                    DONKEY
                        I don't get it. Why don't you just pull 
                        some of that ogre stuff on him? Throttle 
                        him, lay siege to his fortress, grinds 
                        his bones to make your bread, the whole 
                        ogre trip.

                                    SHREK
                        Oh, I know what. Maybe I could have 
                        decapitated an entire village and put 
                        their heads on a pike, gotten a knife, 
                        cut open their spleen and drink their 
                        fluids. Does that sound good to you?

                        
                                    DONKEY
                        Uh, no, not really, no.
                                    SHREK
                        For your information, there's a lot 
                        more to ogres than people think.

                                    DONKEY
                        Example?
                                    SHREK
                        Example? Okay, um, ogres are like onions. 
                        (he holds out his onion)

                                    DONKEY
                        (sniffs the onion) They stink?
                                    SHREK
                        Yes - - No!
                                    DONKEY
                        They make you cry?
                                    SHREK
                        No!
                                    DONKEY
                        You leave them in the sun, they get 
                        all brown, start sproutin' little white 
                        hairs.

                                    SHREK
                        No! Layers! Onions have layers. Ogres 
                        have layers! Onions have layers. You 
                        get it? We both have layers. (he heaves 
                        a sigh and then walks off)

                                    DONKEY
                        (trailing after Shrek) Oh, you both 
                        have layers. Oh. {Sniffs} You know, 
                        not everybody likes onions. Cake! Everybody 
                        loves cakes! Cakes have layers.

                                    SHREK
                        I don't care... what everyone likes. 
                        Ogres are not like cakes.

                                    DONKEY
                        You know what else everybody likes? 
                        Parfaits. Have you ever met a person, 
                        you say, "Let's get some parfait," they 
                        say, "Hell no, I don't like no parfait"? 
                        Parfaits are delicious.

                                    SHREK
                        No! You dense, irritating, miniature 
                        beast of burden! Ogres are like onions! 
                        And of story. Bye-bye. See ya later.

                        
                                    DONKEY
                        Parfaits may be the most delicious thing 
                        on the whole damn planet.

                                    SHREK
                        You know, I think I preferred your humming.

                        
                                    DONKEY
                        Do you have a tissue or something? I'm 
                        making a mess. Just the word parfait 
                        make me start slobbering.

              They head off. There is a montage of their journey. Walking through 
              a field at sunset. Sleeping beneath a bright moon. Shrek trying 
              to put the campfire out the next day and having a bit of a problem, 
              so Donkey pees on the fire to put it out.

              DRAGON'S KEEP
              Shrek and Donkey are walking up to the keep that's supposed to 
              house Princess Fiona. It appears to look like a giant volcano.

              
                                    DONKEY
                        (sniffs) Ohh! Shrek! Did you do that? 
                        You gotta warn somebody before you just 
                        crack one off. My mouth was open and 
                        everything.

                                    SHREK
                        Believe me, Donkey, if it was me, you'd 
                        be dead. (sniffs) It's brimstone. We 
                        must be getting close.

                                    DONKEY
                        Yeah, right, brimstone. Don't be talking 
                        about it's the brimstone. I know what 
                        I smell. It wasn't no brimstone. It 
                        didn't come off no stone neither.

                        
              They climb up the side of the volcano/keep and look down. There 
              is a small piece of rock right in the center and that is where 
              the castle is. It is surrounded by boiling lava. It looks very 
              foreboding.

                                    SHREK
                        Sure, it's big enough, but look at the 
                        location. (laughs...then the laugh turns 
                        into a groan)

                                    DONKEY
                        Uh, Shrek? Uh, remember when you said 
                        ogres have layers?

                                    SHREK
                        Oh, aye.
                                    DONKEY
                        Well, I have a bit of a confession to 
                        make. Donkeys don't have layers. We 
                        wear our fear right out there on our 
                        sleeves.

                                    SHREK
                        Wait a second. Donkeys don't have sleeves.

                        
                                    DONKEY
                        You know what I mean.
                                    SHREK
                        You can't tell me you're afraid of heights.

                        
                                    DONKEY
                        No, I'm just a little uncomfortable 
                        about being on a rickety bridge over 
                        a boiling like of lava!

                                    SHREK
                        Come on, Donkey. I'm right here beside 
                        ya, okay? For emotional support., we'll 
                        just tackle this thing together one 
                        little baby step at a time.

                                    DONKEY
                        Really?
                                    SHREK
                        Really, really.
                                    DONKEY
                        Okay, that makes me feel so much better.

                        
                                    SHREK
                        Just keep moving. And don't look down.

                        
                                    DONKEY
                        Okay, don't look down. Don't look down. 
                        Don't look down. Keep on moving. Don't 
                        look down. (he steps through a rotting 
                        board and ends up looking straight down 
                        into the lava) Shrek! I'm lookin' down! 
                        Oh, God, I can't do this! Just let me 
                        off, please!

                                    SHREK
                        But you're already halfway.
                                    DONKEY
                        But I know that half is safe!
                                    SHREK
                        Okay, fine. I don't have time for this. 
                        You go back.

                                    DONKEY
                        Shrek, no! Wait!
                                    SHREK
                        Just, Donkey - - Let's have a dance 
                        then, shall me? (bounces and sways the 
                        bridge)

                                    DONKEY
                        Don't do that!
                                    SHREK
                        Oh, I'm sorry. Do what? Oh, this? (bounces 
                        the bridge again)

                                    DONKEY
                        Yes, that!
                                    SHREK
                        Yes? Yes, do it. Okay. (continues to 
                        bounce and sway as he backs Donkey across 
                        the bridge)

                                    DONKEY
                        No, Shrek! No! Stop it!
                                    SHREK
                        You said do it! I'm doin' it.
                                    DONKEY
                        I'm gonna die. I'm gonna die. Shrek, 
                        I'm gonna die. (steps onto solid ground) 
                        Oh!

                                    SHREK
                        That'll do, Donkey. That'll do. (walks 
                        towards the castle)

                                    DONKEY
                        Cool. So where is this fire-breathing 
                        pain-in-the-neck anyway?

                                    SHREK
                        Inside, waiting for us to rescue her. 
                        (chuckles)

                                    DONKEY
                        I was talkin' about the dragon, Shrek.

                        
              INSIDE THE CASTLE
                                    DONKEY
                        You afraid?
                                    SHREK
                        No.
                                    DONKEY
                        But...
                                    SHREK
                        Shh.
                                    DONKEY
                        Oh, good. Me neither. (sees a skeleton 
                        and gasps) 'Cause there's nothin' wrong 
                        with bein' afraid. Fear's a sensible 
                        response to an unfamiliar situation. 
                        Unfamiliar dangerous situation, I might 
                        add. With a dragon that breathes fire 
                        and eats knights and breathes fire, 
                        it sure doesn't mean you're a coward 
                        if you're a little scared. I sure as 
                        heck ain't no coward. I know that.

                        
                                    SHREK
                        Donkey, two things, okay? Shut ... up. 
                        Now go over there and see if you can 
                        find any stairs.

                                    DONKEY
                        Stairs? I thought we was lookin' for 
                        the princess.

                                    SHREK
                        (putting on a helmet) The princess will 
                        be up the stairs in the highest room 
                        in the tallest tower.

                                    DONKEY
                        What makes you think she'll be there?

                        
                                    SHREK
                        I read it in a book once. (walks off)

                        
                                    DONKEY
                        Cool. You handle the dragon. I'll handle 
                        the stairs. I'll find those stairs. 
                        I'll whip their butt too. Those stairs 
                        won't know which way they're goin'. 
                        (walks off)

              EMPTY ROOM
              Donkey is still talking to himself as he looks around the room.

              
                                    DONKEY
                        I'm gonna take drastic steps. Kick it 
                        to the curb. Don't mess with me. I'm 
                        the stair master. I've mastered the 
                        stairs. I wish I had a step right here. 
                        I'd step all over it.

              ELSEWHERE
              Shrek spots a light in the tallest tower window.
                                    SHREK
                        Well, at least we know where the princess 
                        is, but where's the...

                                    DONKEY
                        (os) Dragon!
              Donkey gasps and takes off running as the dragon roars again. 
              Shrek manages to grab Donkey out of the way just as the dragon 
              breathes fire.

                                    SHREK
                        Donkey, look out! (he manages to get 
                        a hold of the dragons tail and holds 
                        on) Got ya!

              The dragon gets irritated at this and flicks it's tail and Shrek 
              goes flying through the air and crashes through the roof of the 
              tallest tower. Fiona wakes up with a jerk and looks at him lying 
              on the floor.

                                    DONKEY
                        Oh! Aah! Aah!
              Donkey get cornered as the Dragon knocks away all but a small 
              part of the bridge he's on.

                                    DONKEY
                        No. Oh, no, No! (the dragon roars) Oh, 
                        what large teeth you have. (the dragon 
                        growls) I mean white, sparkling teeth. 
                        I know you probably hear this all time 
                        from your food, but you must bleach, 
                        'cause that is one dazzling smile you 
                        got there. Do I detect a hint of minty 
                        freshness? And you know what else? You're 
                        - - You're a girl dragon! Oh, sure! 
                        I mean, of course you're a girl dragon. 
                        You're just reeking of feminine beauty. 
                        (the dragon begins fluttering her eyes 
                        at him) What's the matter with you? 
                        You got something in your eye? Ohh. 
                        Oh. Oh. Man, I'd really love to stay, 
                        but you know, I'm, uh...(the dragon 
                        blows a smoke ring in the shape of a 
                        heart right at him, and he coughs) I'm 
                        an asthmatic, and I don't know if it'd 
                        work out if you're gonna blow smoke 
                        rings. Shrek! (the dragon picks him 
                        up with her teeth and carries him off) 
                        No! Shrek! Shrek! Shrek!

              FIONA'S ROOM
              Shrek groans as he gets up off the floor. His back is to Fiona 
              so she straightens her dress and lays back down on the bed. She 
              then quickly reaches over and gets the bouquet of flowers off 
              the side table. She then lays back down and appears to be asleep. 
              Shrek turns and goes over to her. He looks down at Fiona for 
              a moment and she puckers her lips. Shrek takes her by the shoulders 
              and shakes her away.

                                    FIONA
                        Oh! Oh!
                                    SHREK
                        Wake up!
                                    FIONA
                        What?
                                    SHREK
                        Are you Princess Fiona?
                                    FIONA
                        I am, awaiting a knight so bold as to 
                        rescue me.

                                    SHREK
                        Oh, that's nice. Now let's go!
                                    FIONA
                        But wait, Sir Knight. This be-ith our 
                        first meeting. Should it not be a wonderful, 
                        romantic moment?

                                    SHREK
                        Yeah, sorry, lady. There's no time.

                        
                                    FIONA
                        Hey, wait. What are you doing? You should 
                        sweep me off my feet out yonder window 
                        and down a rope onto your valiant steed.

                        
                                    SHREK
                        You've had a lot of time to plan this, 
                        haven't you?

                                    FIONA
                        (smiles) Mm-hmm.
              Shrek breaks the lock on her door and pulls her out and down 
              the hallway.

                                    FIONA
                        But we have to savor this moment! You 
                        could recite an epic poem for me. A 
                        ballad? A sonnet! A limerick? Or something!

                        
                                    SHREK
                        I don't think so.
                                    FIONA
                        Can I at least know the name of my champion?

                        
                                    SHREK
                        Uh, Shrek.
                                    FIONA
                        Sir Shrek. (clears throat and holds 
                        out a handkerchief) I pray that you 
                        take this favor as a token of my gratitude.

                        
                                    SHREK
                        Thanks!
              Suddenly they hear the dragon roar.
                                    FIONA
                        (surprised)You didn't slay the dragon?

                        
                                    SHREK
                        It's on my to-do list. Now come on! 
                        (takes off running and drags Fiona behind 
                        him.)

                                    FIONA
                        But this isn't right! You were meant 
                        to charge in, sword drawn, banner flying. 
                        That's what all the other knights did.

                        
                                    SHREK
                        Yeah, right before they burst into flame.

                        
                                    FIONA
                        That's not the point. (Shrek suddenly 
                        stops and she runs into him.) Oh! (Shrek 
                        ignores her and heads for a wooden door 
                        off to the side.) Wait. Where are you 
                        going? The exit's over there.

                                    SHREK
                        Well, I have to save my ass.
                                    FIONA
                        What kind of knight are you?
                                    SHREK
                        One of a kind. (opens the door into 
                        the throne room)

                                    DONKEY
                        (os) Slow down. Slow down, baby, please. 
                        I believe it's healthy to get to know 
                        someone over a long period of time. 
                        Just call me old-fashioned. (laughs 
                        worriedly) (we see him up close and 
                        from a distance as Shrek sneaks into 
                        the room) I don't want to rush into 
                        a physical relationship. I'm not emotionally 
                        ready for a commitment of, uh, this 
                        - - Magnitude really is the word I'm 
                        looking for. Magnitude- - Hey, that 
                        is unwanted physical contact. Hey, what 
                        are you doing? Okay, okay. Let's just 
                        back up a little and take this one step 
                        at a time. We really should get to know 
                        each other first as friends or pen pals. 
                        I'm on the road a lot, but I just love 
                        receiving cards - - I'd really love 
                        to stay, but - - Don't do that! That's 
                        my tail! That's my personal tail. You're 
                        gonna tear it off. I don't give permission 
                        - - What are you gonna do with that? 
                        Hey, now. No way. No! No! No, no! No. 
                        No, no, no. No! Oh!

              Shrek grabs a chain that's connected to the chandelier and swings 
              toward the dragon. He misses and he swings back again. He looks 
              up and spots that the chandelier is right above the dragons head. 
              He pulls on the chain and it releases and he falls down and bumps 
              Donkey out of the way right as the dragon is about to kiss him. 
              Instead the dragon kisses Shreks' butt. She opens her eyes and 
              roars. Shrek lets go of the chain and the chandelier falls onto 
              her head, but it's too big and it goes over her head and forms 
              a sort of collar for her. She roars again and Shrek and Donkey 
              take off running. Very 'Matrix' style. Shrek grabs Donkey and 
              then grabs Princess Fiona as he runs past her.

                                    DONKEY
                        Hi, Princess!
                                    FIONA
                        It talks!
                                    SHREK
                        Yeah, it's getting him to shut up that's 
                        the trick.

              They all start screaming as the dragon gains on them. Shrek spots 
              a descending slide and jumps on. But unfortunately there is a 
              crack in the stone and it hits Shrek right in the groin. His 
              eyes cross and as he reaches the bottom of the slide he stumbles 
              off and walks lightly.

                                    SHREK
                        Oh!
              Shrek gets them close to the exit and sets down Donkey and Fiona.

              
                                    SHREK
                        Okay, you two, heard for the exit! I'll 
                        take care of the dragon.

              Shrek grabs a sword and heads back toward the interior of the 
              castle. He throws the sword down in between several overlapping 
              chain links. The chain links are attached to the chandelier that 
              is still around the dragons neck.

                                    SHREK
                        (echoing) Run!
              They all take off running for the exit with the dragon in hot 
              pursuit. They make it to the bridge and head across. The dragons 
              breathes fire and the bridge begins to burn. They all hang on 
              for dear life as the ropes holding the bridge up collapse. They 
              are swung to the other side. As they hang upside down they look 
              in horror as the dragon makes to fly over the boiling lava to 
              get them. But suddenly the chandelier with the chain jerk the 
              dragon back and she's unable to get to them. Our gang climbs 
              quickly to safety as the dragon looks angry and then gives a 
              sad whimper as she watches Donkey walk away.

                                    FIONA
                        (sliding down the 'volcano' hill) You 
                        did it! You rescued me! You're amazing. 
                        (behind her Donkey falls down the hill) 
                        You're - - You're wonderful. You're... 
                        (turns and sees Shrek fall down the 
                        hill and bump into Donkey) a little 
                        unorthodox I'll admit. But thy deed 
                        is great, and thy heart is pure. I am 
                        eternally in your debt. (Donkey clears 
                        his throat.) And where would a brave 
                        knight be without his noble steed?

                        
                                    DONKEY
                        I hope you heard that. She called me 
                        a noble steed. She think I'm a steed.

                        
                                    FIONA
                        The battle is won. You may remove your 
                        helmet, good Sir Knight.

                                    SHREK
                        Uh, no.
                                    FIONA
                        Why not?
                                    SHREK
                        I have helmet hair.
                                    FIONA
                        Please. I would'st look upon the face 
                        of my rescuer.

                                    SHREK
                        No, no, you wouldn't - - 'st.
                                    FIONA
                        But how will you kiss me?
                                    SHREK
                        What? (to Donkey) That wasn't in the 
                        job description.

                                    DONKEY
                        Maybe it's a perk.
                                    FIONA
                        No, it's destiny. Oh, you must know 
                        how it goes. A princess locked in a 
                        tower and beset by a dragon is rescued 
                        by a brave knight, and then they share 
                        true love's first kiss.

                                    DONKEY
                        Hmm? With Shrek? You think- - Wait. 
                        Wait. You think that Shrek is you true 
                        love?

                                    FIONA
                        Well, yes.
              Both Donkey and Shrek burst out laughing.
                                    DONKEY
                        You think Shrek is your true love!

                        
                                    FIONA
                        What is so funny?
                                    SHREK
                        Let's just say I'm not your type, okay?Fiona: 
                        Of course, you are. You're my rescuer. 
                        Now - - Now remove your helmet.

                                    SHREK
                        Look. I really don't think this is a 
                        good idea.

                                    FIONA
                        Just take off the helmet.
                                    SHREK
                        I'm not going to.
                                    FIONA
                        Take it off.
                                    SHREK
                        No!
                                    FIONA
                        Now!
                                    SHREK
                        Okay! Easy. As you command. Your Highness. 
                        (takes off his helmet)

                                    FIONA
                        You- - You're a- - an ogre.
                                    SHREK
                        Oh, you were expecting Prince Charming.

                        
                                    FIONA
                        Well, yes, actually. Oh, no. This is 
                        all wrong. You're not supposed to be 
                        an ogre.

                                    SHREK
                        Princess, I was sent to rescue you by 
                        Lord Farquaad, okay? He is the one who 
                        wants to marry you.

                                    FIONA
                        Then why didn't he come rescue me?

                        
                                    SHREK
                        Good question. You should ask him that 
                        when we get there.

                                    FIONA
                        But I have to be rescued by my true 
                        love, not by some ogre and his- - his 
                        pet.

                                    DONKEY
                        Well, so much for noble steed.
                                    SHREK
                        You're not making my job any easier.

                        
                                    FIONA
                        I'm sorry, but your job is not my problem. 
                        You can tell Lord Farquaad that if he 
                        wants to rescue me properly, I'll be 
                        waiting for him right here.

                                    SHREK
                        Hey! I'm no one's messenger boy, all 
                        right? (ominous) I'm a delivery boy. 
                        (he swiftly picks her up and swings 
                        her over his shoulder like she was a 
                        sack of potatoes)

                                    FIONA
                        You wouldn't dare. Put me down!
                                    SHREK
                        Ya comin', Donkey?
                                    DONKEY
                        I'm right behind ya.
                                    FIONA
                        Put me down, or you will suffer the 
                        consequences! This is not dignified! 
                        Put me down!

              WOODS
              A little time has passed and Fiona has calmed down. She just 
              hangs there limply while Shrek carries her.

                                    DONKEY
                        Okay, so here's another question. Say 
                        there's a woman that digs you, right, 
                        but you don't really like her that way. 
                        How do you let her down real easy so 
                        her feelings aren't hurt, but you don't 
                        get burned to a crisp and eaten?

                                    FIONA
                        You just tell her she's not your true 
                        love. Everyone knows what happens when 
                        you find your...(Shrek drops her on 
                        the ground) Hey! The sooner we get to 
                        DuLoc the better.

                                    DONKEY
                        You're gonna love it there, Princess. 
                        It's beautiful!

                                    FIONA
                        And what of my groom-to-be? Lord Farquaad? 
                        What's he like?

                                    SHREK
                        Let me put it this way, Princess. Men 
                        of Farquaad's stature are in short supply. 
                        (he and Donkey laugh)

              Shrek then proceeds to splash water onto his face to wash off 
              the dust and grime.

                                    DONKEY
                        I don't know. There are those who think 
                        little of him. (they laugh again) Fiona: 
                        Stop it. Stop it, both of you. You're 
                        just jealous you can never measure up 
                        to a great ruler like Lord Farquaad.

                        
                                    SHREK
                        Yeah, well, maybe you're right, Princess. 
                        But I'll let you do the "measuring" 
                        when you see him tomorrow.

                                    FIONA
                        (looks at the setting sun) Tomorrow? 
                        It'll take that long? Shouldn't we stop 
                        to make camp?

                                    SHREK
                        No, that'll take longer. We can keep 
                        going.

                                    FIONA
                        But there's robbers in the woods.
                                    DONKEY
                        Whoa! Time out, Shrek! Camp is starting 
                        to sound good.

                                    SHREK
                        Hey, come on. I'm scarier than anything 
                        we're going to see in this forest.

                        
                                    FIONA
                        I need to find somewhere to camp now!

                        
              Both Donkey and Shrek's ears lower as they shrink away from her.

              
              MOUNTAIN CLIFF
              Shrek has found a cave that appears to be in good order. He shoves 
              a stone boulder out of the way to reveal the cave.

                                    SHREK
                        Hey! Over here.
                                    DONKEY
                        Shrek, we can do better than that. I 
                        don't think this is fit for a princess.

                        
                                    FIONA
                        No, no, it's perfect. It just needs 
                        a few homey touches.

                                    SHREK
                        Homey touches? Like what? (he hears 
                        a tearing noise and looks over at Fiona 
                        who has torn the bark off of a tree.)

                        
                                    FIONA
                        A door? Well, gentlemen, I bid thee 
                        good night. (goes into the cave and 
                        puts the bark door up behind her)

                        
                                    DONKEY
                        You want me to read you a bedtime story? 
                        I will.

                                    FIONA
                        (os) I said good night!
              Shrek looks at Donkey for a second and then goes to move the 
              boulder back in front of the entrance to the cave with Fiona 
              still inside.

                                    DONKEY
                        Shrek, What are you doing?
                                    SHREK
                        (laughs) I just- - You know - - Oh, 
                        come on. I was just kidding.

              LATER THAT NIGHT
              Shrek and Donkey are sitting around a campfire. They are staring 
              up into the sky as Shrek points out certain star constellations 
              to Donkey.

                                    SHREK
                        And, uh, that one, that's Throwback, 
                        the only ogre to ever spit over three 
                        wheat fields.

                                    DONKEY
                        Right. Yeah. Hey, can you tell my future 
                        from these stars?

                                    SHREK
                        The stars don't tell the future, Donkey. 
                        They tell stories. Look, there's Bloodnut, 
                        the Flatulent. You can guess what he's 
                        famous for.

                                    DONKEY
                        I know you're making this up.
                                    SHREK
                        No, look. There he is, and there's the 
                        group of hunters running away from his 
                        stench.

                                    DONKEY
                        That ain't nothin' but a bunch of little 
                        dots.

                                    SHREK
                        You know, Donkey, sometimes things are 
                        more than they appear. Hmm? Forget it.

                        
                                    DONKEY
                        (heaves a big sigh) Hey, Shrek, what 
                        we gonna do when we get our swamp anyway?

                        
                                    SHREK
                        Our swamp?
                                    DONKEY
                        You know, when we're through rescuing 
                        the princess.

                                    SHREK
                        We? Donkey, there's no "we". There's 
                        no "our". There's just me and my swamp. 
                        The first thing I'm gonna do is build 
                        a ten-foot wall around my land.

                                    DONKEY
                        You cut me deep, Shrek. You cut me real 
                        deep just now. You know what I think? 
                        I think this whole wall thing is just 
                        a way to keep somebody out.

                                    SHREK
                        No, do ya think?
                                    DONKEY
                        Are you hidin' something?
                                    SHREK
                        Never mind, Donkey.
                                    DONKEY
                        Oh, this is another one of those onion 
                        things, isn't it?

                                    SHREK
                        No, this is one of those drop-it and 
                        leave-it alone things.

                                    DONKEY
                        Why don't you want to talk about it?

                        
                                    SHREK
                        Why do you want to talk about it?
                                    DONKEY
                        Why are you blocking?
                                    SHREK
                        I'm not blocking.
                                    DONKEY
                        Oh, yes, you are.
                                    SHREK
                        Donkey, I'm warning you.
                                    DONKEY
                        Who you trying to keep out?
                                    SHREK
                        Everyone! Okay?
                                    DONKEY
                        (pause) Oh, now we're gettin' somewhere. 
                        (grins)

              At this point Fiona pulls the 'door' away from the entrance to 
              the cave and peaks out. Neither of the guys see her.

                                    SHREK
                        Oh! For the love of Pete! (gets up and 
                        walks over to the edge of the cliff 
                        and sits down)

                                    DONKEY
                        What's your problem? What you got against 
                        the whole world anyway?

                                    SHREK
                        Look, I'm not the one with the problem, 
                        okay? It's the world that seems to have 
                        a problem with me. People take one look 
                        at me and go. "Aah! Help! Run! A big, 
                        stupid, ugly ogre!" They judge me before 
                        they even know me. That's why I'm better 
                        off alone.

                                    DONKEY
                        You know what? When we met, I didn't 
                        think you was just a big, stupid, ugly 
                        ogre.

                                    SHREK
                        Yeah, I know.
                                    DONKEY
                        So, uh, are there any donkeys up there?

                        
                                    SHREK
                        Well, there's, um, Gabby, the Small 
                        and Annoying.

                                    DONKEY
                        Okay, okay, I see it now. The big shiny 
                        one, right there. That one there?

                        
              Fiona puts the door back.
                                    SHREK
                        That's the moon.
                                    DONKEY
                        Oh, okay.
              DuLoc - Farquaad's Bedroom
              The camera pans over a lot of wedding stuff. Soft music plays 
              in the background. Farquaad is in bed, watching as the Magic 
              Mirror shows him Princess Fiona.

                                    FARQUAAD
                        Again, show me again. Mirror, mirror, 
                        show her to me. Show me the princess.

                        
                                    MIRROR
                        Hmph.
              The Mirror rewinds and begins to play again from the beginning.

              
                                    FARQUAAD
                        Ah. Perfect.
              Farquaad looks down at his bare chest and pulls the sheet up 
              to cover himself as though Fiona could see him as he gazes sheepishly 
              at her image in the mirror.

              MORNING
              Fiona walks out of the cave. She glances at Shrek and Donkey 
              who are still sleeping. She wanders off into the woods and comes 
              across a blue bird. She begins to sing. The bird sings along 
              with her. She hits higher and higher notes and the bird struggles 
              to keep up with her. Suddenly the pressure of the note is too 
              big and the bird explodes. Fiona looks a little sheepish, but 
              she eyes the eggs that the bird left behind. Time lapse, Fiona 
              is now cooking the eggs for breakfast. Shrek and Donkey are still 
              sleeping. Shrek wakes up and looks at Fiona. Donkey's talking 
              in his sleep.

                                    DONKEY
                        (quietly) Mmm, yeah, you know I like 
                        it like that. Come on, baby. I said 
                        I like it.

                                    SHREK
                        Donkey, wake up. (shakes him)
                                    DONKEY
                        Huh? What?
                                    SHREK
                        Wake up.
                                    DONKEY
                        What? (stretches and yawns)
                                    FIONA
                        Good morning. Hm, how do you like your 
                        eggs?

                                    DONKEY
                        Oh, good morning, Princess!
              Fiona gets up and sets the eggs down in front of them.
                                    SHREK
                        What's all this about?
                                    FIONA
                        You know, we kind of got off to a bad 
                        start yesterday. I wanted to make it 
                        up to you. I mean, after all, you did 
                        rescue me.

                                    SHREK
                        Uh, thanks.
              Donkey sniffs the eggs and licks his lips.
                                    FIONA
                        Well, eat up. We've got a big day ahead 
                        of us. (walks off)

              LATER
              They are once again on their way. They are walking through the 
              forest. Shrek belches.

                                    DONKEY
                        Shrek!
                                    SHREK
                        What? It's a compliment. Better out 
                        than in, I always say. (laughs)

                                    DONKEY
                        Well, it's no way to behave in front 
                        of a princess.

              Fiona belches
                                    FIONA
                        Thanks.
                                    DONKEY
                        She's as nasty as you are.
                                    SHREK
                        (chuckles) You know, you're not exactly 
                        what I expected.

                                    FIONA
                        Well, maybe you shouldn't judge people 
                        before you get to know them.

              She smiles and then continues walking, singing softly. Suddenly 
              from out of nowhere, a man swings down and swoops Fiona up into 
              a tree.

                                    ROBIN HOOD
                        La liberte! Hey!
                                    SHREK
                        Princess!
                                    FIONA
                        (to Robin Hood) What are you doing?

                        
                                    ROBIN HOOD
                        Be still, mon cherie, for I am you savior! 
                        And I am rescuing you from this green...(kisses 
                        up her arm while Fiona pulls back in 
                        disgust)...beast.

                                    SHREK
                        Hey! That's my princess! Go find you 
                        own!

                                    ROBIN HOOD
                        Please, monster! Can't you see I'm a 
                        little busy here?

                                    FIONA
                        (getting fed up) Look, pal, I don't 
                        know who you think you are!

                                    ROBIN HOOD
                        Oh! Of course! Oh, how rude. Please 
                        let me introduce myself. Oh, Merry Men. 
                        (laughs)

              Suddenly an accordion begins to play and the Merry men pop out 
              from the bushes. They begin to sing Robin's theme song.

                                    MERRY MEN
                        Ta, dah, dah, dah, whoo.
                                    ROBIN HOOD
                        I steal from the rich and give to the 
                        needy.

                                    MERRY MEN
                        He takes a wee percentage,
                                    ROBIN HOOD
                        But I'm not greedy. I rescue pretty 
                        damsels, man, I'm good.

                                    MERRY MEN
                        What a guy, Monsieur Hood.
                                    ROBIN HOOD
                        Break it down. I like an honest fight 
                        and a saucy little maid...

                                    MERRY MEN
                        What he's basically saying is he likes 
                        to get...

                                    ROBIN HOOD
                        Paid. So...When an ogre in the bush 
                        grabs a lady by the tush. That's bad.

                        
                                    MERRY MEN
                        That's bad.
                                    ROBIN HOOD
                        When a beauty's with a beast it makes 
                        me awfully mad.

                                    MERRY MEN
                        He's mad, he's really, really mad.

                        
                                    ROBIN HOOD
                        I'll take my blade and ram it through 
                        your heart, keep your eyes on me, boys 
                        'cause I'm about to start...

              There is a grunt as Fiona swings down from the tree limb and 
              knocks Robin Hood unconscious.

                                    FIONA
                        Man, that was annoying!
              Shrek looks at her in admiration.
                                    MERRY MAN
                        Oh, you little- - (shoots an arrow at 
                        Fiona but she ducks out of the way)

                        
              The arrow flies toward Donkey who jumps into Shrek's arms to 
              get out of the way. The arrow proceeds to just bounce off a tree.

              
              Another fight sequence begins and Fiona gives a karate yell and 
              then proceeds to beat the crap out of the Merry Men. There is 
              a very interesting 'Matrix' moment here when Fiona pauses in 
              mid-air to fix her hair. Finally all of the Merry Men are down, 
              and Fiona begins walking away.

                                    FIONA
                        Uh, shall we?
                                    SHREK
                        Hold the phone. (drops Donkey and begins 
                        walking after Fiona) Oh! Whoa, whoa, 
                        whoa. Hold on now. Where did that come 
                        from?

                                    FIONA
                        What?
                                    SHREK
                        That! Back there. That was amazing! 
                        Where did you learn that?

                                    FIONA
                        Well...(laughs) when one lives alone, 
                        uh, one has to learn these things in 
                        case there's a...(gasps and points) 
                        there's an arrow in your butt!

                                    SHREK
                        What? (turns and looks) Oh, would you 
                        look at that? (he goes to pull it out 
                        but flinches because it's tender)

                        
                                    FIONA
                        Oh, no. This is all my fault. I'm so 
                        sorry.

                                    DONKEY
                        (walking up) Why? What's wrong?
                                    FIONA
                        Shrek's hurt.
                                    DONKEY
                        Shrek's hurt. Shrek's hurt? Oh, no, 
                        Shrek's gonna die.

                                    SHREK
                        Donkey, I'm okay.
                                    DONKEY
                        You can't do this to me, Shrek. I'm 
                        too young for you to die. Keep you legs 
                        elevated. Turn your head and cough. 
                        Does anyone know the Heimlich?

                                    FIONA
                        Donkey! Calm down. If you want to help 
                        Shrek, run into the woods and find me 
                        a blue flower with red thorns.

                                    DONKEY
                        Blue flower, red thorns. Okay, I'm on 
                        it. Blue flower, red thorns. Don't die 
                        Shrek. If you see a long tunnel, stay 
                        away from the light!

                                    SHREK & FIONA
                        Donkey!
                                    DONKEY
                        Oh, yeah. Right. Blue flower, red thorns. 
                        (runs off)

                                    SHREK
                        What are the flowers for?
                                    FIONA
                        (like it's obvious) For getting rid 
                        of Donkey.

                                    SHREK
                        Ah.
                                    FIONA
                        Now you hold still, and I'll yank this 
                        thing out. (gives the arrow a little 
                        pull)

                                    SHREK
                        (jumps away) Ow! Hey! Easy with the 
                        yankin'.

              As they continue to talk Fiona keeps going after the arrow and 
              Shrek keeps dodging her hands.

                                    FIONA
                        I'm sorry, but it has to come out.

                        
                                    SHREK
                        No, it's tender.
                                    FIONA
                        Now, hold on.
                                    SHREK
                        What you're doing is the opposite of 
                        help.

                                    FIONA
                        Don't move.
                                    SHREK
                        Look, time out.
                                    FIONA
                        Would you...(grunts as Shrek puts his 
                        hand over her face to stop her from 
                        getting at the arrow) Okay. What do 
                        you propose we do?

              ELSEWHERE
              Donkey is still looking for the special flower.
                                    DONKEY
                        Blue flower, red thorns. Blue flower, 
                        red thorns. Blue flower, red thorns. 
                        This would be so much easier if I wasn't 
                        color-blind! Blue flower, red thorns.

                        
                                    SHREK
                        (os) Ow!
                                    DONKEY
                        Hold on, Shrek! I'm comin'! (rips a 
                        flower off a nearby bush that just happens 
                        to be a blue flower with red thorns)

                        
              THE FOREST PATH
                                    SHREK
                        Ow! Not good.
                                    FIONA
                        Okay. Okay. I can nearly see the head. 
                        (Shrek grunts as she pulls) It's just 
                        about...

                                    SHREK
                        Ow! Ohh! (he jerks and manages to fall 
                        over with Fiona on top of him)

                                    DONKEY
                        Ahem.
                                    SHREK
                        (throwing Fiona off of him) Nothing 
                        happend. We were just, uh - -

                                    DONKEY
                        Look, if you wanted to be alone, all 
                        you had to do was ask. Okay?

                                    SHREK
                        Oh, come on! That's the last thing on 
                        my mind. The princess here was just- 
                        - (Fiona pulls the arrow out) Ugh! (he 
                        turns to look at Fiona who holds up 
                        the arrow with a smile) Ow!

                                    DONKEY
                        Hey, what's that? (nervous chuckle) 
                        That's...is that blood?

              Donkey faints. Shrek walks over and picks him up as they continue 
              on their way.

              There is a montage of scenes as the group heads back to DuLoc. 
              Shrek crawling up to the top of a tree to make it fall over a 
              small brook so that Fiona won't get wet. Shrek then gets up as 
              Donkey is just about to cross the tree and the tree swings back 
              into it's upright position and Donkey flies off. Shrek swatting 
              and a bunch of flies and mosquitoes. Fiona grabs a nearby spiderweb 
              that's on a tree branch and runs through the field swinging it 
              around to catch the bugs. She then hands it to Shrek who begins 
              eating like it's a treat. As he walks off she licks her fingers. 
              Shrek catching a toad and blowing it up like a balloon and presenting 
              it to Fiona. Fiona catching a snake, blowing it up, fashioning 
              it into a balloon animal and presenting it to Shrek. The group 
              arriving at a windmill that is near DuLoc.

              WINDMILL
                                    SHREK
                        There it is, Princess. Your future awaits 
                        you.

                                    FIONA
                        That's DuLoc?
                                    DONKEY
                        Yeah, I know. You know, Shrek thinks 
                        Lord Farquaad's compensating for something, 
                        which I think means he has a really...(Shrek 
                        steps on his hoof) Ow!

                                    SHREK
                        Um, I, uh- - I guess we better move 
                        on.

                                    FIONA
                        Sure. But, Shrek? I'm - - I'm worried 
                        about Donkey.

                                    SHREK
                        What?
                                    FIONA
                        I mean, look at him. He doesn't look 
                        so good.

                                    DONKEY
                        What are you talking about? I'm fine.

                        
                                    FIONA
                        (kneels to look him in the eyes) That's 
                        what they always say, and then next 
                        thing you know, you're on your back. 
                        (pause) Dead.

                                    SHREK
                        You know, she's right. You look awful. 
                        Do you want to sit down?

                                    FIONA
                        Uh, you know, I'll make you some tea.

                        
                                    DONKEY
                        I didn't want to say nothin', but I 
                        got this twinge in my neck, and when 
                        I turn my head like this, look, (turns 
                        his neck in a very sharp way until his 
                        head is completely sideways) Ow! See?

                        
                                    SHREK
                        Who's hungry? I'll find us some dinner.

                        
                                    FIONA
                        I'll get the firewood.
                                    DONKEY
                        Hey, where you goin'? Oh, man, I can't 
                        feel my toes! (looks down and yelps) 
                        I don't have any toes! I think I need 
                        a hug.

              SUNSET
              Shrek has built a fire and is cooking the rest of dinner while 
              Fiona eats.

                                    FIONA
                        Mmm. This is good. This is really good. 
                        What is this?

                                    SHREK
                        Uh, weed rat. Rotisserie style.
                                    FIONA
                        No kidding. Well, this is delicious.

                        
                                    SHREK
                        Well, they're also great in stews. Now, 
                        I don't mean to brag, but I make a mean 
                        weed rat stew. (chuckles)

              Fiona looks at DuLoc and sighs.
                                    FIONA
                        I guess I'll be dining a little differently 
                        tomorrow night.

                                    SHREK
                        Maybe you can come visit me in the swamp 
                        sometime. I'll cook all kind of stuff 
                        for you. Swamp toad soup, fish eye tartare 
                        - - you name it.

                                    FIONA
                        (smiles) I'd like that.
              They smiles at each other.
                                    SHREK
                        Um, Princess?
                                    FIONA
                        Yes, Shrek?
                                    SHREK
                        I, um, I was wondering...are you...(sighs) 
                        Are you gonna eat that?

                                    DONKEY
                        (chuckles) Man, isn't this romantic? 
                        Just look at that sunset.

                                    FIONA
                        (jumps up) Sunset? Oh, no! I mean, it's 
                        late. I-It's very late.

                                    SHREK
                        What?
                                    DONKEY
                        Wait a minute. I see what's goin' on 
                        here. You're afraid of the dark, aren't 
                        you?

                                    FIONA
                        Yes! Yes, that's it. I'm terrified. 
                        You know, I'd better go inside.

                                    DONKEY
                        Don't feel bad, Princess. I used to 
                        be afraid of the dark, too, until - 
                        - Hey, no, wait. I'm still afraid of 
                        the dark.

              Shrek sighs
                                    FIONA
                        Good night.
                                    SHREK
                        Good night.
              Fiona goes inside the windmill and closes the door. Donkey looks 
              at Shrek with a new eye.

                                    DONKEY
                        Ohh! Now I really see what's goin' on 
                        here.

                                    SHREK
                        Oh, what are you talkin' about?
                                    DONKEY
                        I don't even wanna hear it. Look, I'm 
                        an animal, and I got instincts. And 
                        I know you two were diggin' on each 
                        other. I could feel it.

                                    SHREK
                        You're crazy. I'm just bringing her 
                        back to Farquaad.

                                    DONKEY
                        Oh, come on, Shrek. Wake up and smell 
                        the pheromones. Just go on in and tell 
                        her how you feel.

                                    SHREK
                        I- - There's nothing to tell. Besides, 
                        even if I did tell her that, well, you 
                        know - - and I'm not sayin' I do 'cause 
                        I don't - - she's a princess, and I'm 
                        - -

                                    DONKEY
                        An ogre?
                                    SHREK
                        Yeah. An ogre.
                                    DONKEY
                        Hey, where you goin'?
                                    SHREK
                        To get... move firewood. (sighs)
              Donkey looks over at the large pile of firewood there already 
              is.

              TIME LAPSE
              Donkey opens the door to the Windmill and walks in. Fiona is 
              nowhere to be seen.

                                    DONKEY
                        Princess? Princess Fiona? Princess, 
                        where are you? Princess?

              Fiona looks at Donkey from the shadows, but we can't see her.

              
                                    DONKEY
                        It's very spooky in here. I ain't playing 
                        no games.

              Suddenly Fiona falls from the railing. She gets up only she doesn't 
              look like herself. She looks like an ogre and Donkey starts freaking 
              out.

                                    DONKEY
                        Aah!
                                    FIONA
                        Oh, no!
                                    DONKEY
                        No, help!
                                    FIONA
                        Shh!
                                    DONKEY
                        Shrek! Shrek! Shrek!
                                    FIONA
                        No, it's okay. It's okay.
                                    DONKEY
                        What did you do with the princess?

                        
                                    FIONA
                        Donkey, I'm the princess.
                                    DONKEY
                        Aah!
                                    FIONA
                        It's me, in this body.
                                    DONKEY
                        Oh, my God! You ate the princess. (to 
                        her stomach) Can you hear me?

                                    FIONA
                        Donkey!
                                    DONKEY
                        (still aimed at her stomach) Listen, 
                        keep breathing! I'll get you out of 
                        there!

                                    FIONA
                        No!
                                    DONKEY
                        Shrek! Shrek! Shrek!
                                    FIONA
                        Shh.
                                    DONKEY
                        Shrek!
                                    FIONA
                        This is me.
              Donkey looks into her eyes as she pets his muzzle, and he quiets 
              down.

                                    DONKEY
                        Princess? What happened to you? You're, 
                        uh, uh, uh, different.

                                    FIONA
                        I'm ugly, okay?
                                    DONKEY
                        Well, yeah! Was it something you ate? 
                        'Cause I told Shrek those rats was a 
                        bad idea. You are what you eat, I said. 
                        Now - -

                                    FIONA
                        No. I - - I've been this way as long 
                        as I can remember.

                                    DONKEY
                        What do you mean? Look, I ain't never 
                        seen you like this before.

                                    FIONA
                        It only happens when sun goes down. 
                        "By night one way, by day another. This 
                        shall be the norm... until you find 
                        true love's first kiss... and then take 
                        love's true form."

                                    DONKEY
                        Ah, that's beautiful. I didn't know 
                        you wrote poetry.

                                    FIONA
                        It's a spell. (sigh) When I was a little 
                        girl, a witch cast a spell on me. Every 
                        night I become this. This horrible, 
                        ugly beast! I was placed in a tower 
                        to await the day my true love would 
                        rescue me. That's why I have to marry 
                        Lord Farquaad tomorrow before the sun 
                        sets and he sees me like this. (begins 
                        to cry)

                                    DONKEY
                        All right, all right. Calm down. Look, 
                        it's not that bad. You're not that ugly. 
                        Well, I ain't gonna lie. You are ugly. 
                        But you only look like this at night. 
                        Shrek's ugly 24-7.

                                    FIONA
                        But Donkey, I'm a princess, and this 
                        is not how a princess is meant to look.

                        
                                    DONKEY
                        Princess, how 'bout if you don't marry 
                        Farquaad?

                                    FIONA
                        I have to. Only my true love's kiss 
                        can break the spell.

                                    DONKEY
                        But, you know, um, you're kind of an 
                        orge, and Shrek - - well, you got a 
                        lot in common.

                                    FIONA
                        Shrek?
              OUTSIDE
              Shrek is walking towards the windmill with a sunflower in his 
              hand.

                                    SHREK
                        (to himself) Princess, I - - Uh, how's 
                        it going, first of all? Good? Um, good 
                        for me too. I'm okay. I saw this flower 
                        and thought of you because it's pretty 
                        and - - well, I don't really like it, 
                        but I thought you might like it 'cause 
                        you're pretty. But I like you anyway. 
                        I'd - - uh, uh...(sighs) I'm in trouble. 
                        Okay, here we go.

              He walks up to the door and pauses outside when he hears Donkey 
              and Fiona talking.

                                    FIONA
                        (os) I can't just marry whoever I want. 
                        Take a good look at me, Donkey. I mean, 
                        really, who can ever love a beast so 
                        hideous and ugly? "Princess" and "ugly" 
                        don't go together. That's why I can't 
                        stay here with Shrek.

              Shrek steps back in shock.
                                    FIONA
                        (os) My only chance to live happily 
                        ever after is to marry my true love.

                        
              Shrek heaves a deep sigh. He throws the flower down and walks 
              away.

              INSIDE
                                    FIONA
                        Don't you see, Donkey? That's just how 
                        it has to be. It's the only way to break 
                        the spell.

                                    DONKEY
                        You at least gotta tell Shrek the truth.

                        
                                    FIONA
                        No! You can't breathe a word. No one 
                        must ever know.

                                    DONKEY
                        What's the point of being able to talk 
                        if you gotta keep secrets?

                                    FIONA
                        Promise you won't tell. Promise!
                                    DONKEY
                        All right, all right. I won't tell him. 
                        But you should. (goes outside) I just 
                        know before this is over, I'm gonna 
                        need a whole lot of serious therapy. 
                        Look at my eye twitchin'.

              Fiona comes out the door and watches him walk away. She looks 
              down and spots the sunflower. She picks it up before going back 
              inside the windmill.

              MORNING
              Donkey is asleep. Shrek is nowhere to be seen. Fiona is still 
              awake. She is plucking petals from the sunflower.

                                    FIONA
                        I tell him, I tell him not. I tell him, 
                        I tell him not. I tell him. (she quickly 
                        runs to the door and goes outside) Shrek! 
                        Shrek, there's something I want...(she 
                        looks and sees the rising sun, and as 
                        the sun crests the sky she turns back 
                        into a human.)

              Just as she looks back at the sun she sees Shrek stomping towards 
              her.

                                    FIONA
                        Shrek. Are you all right?
                                    SHREK
                        Perfect! Never been better.
                                    FIONA
                        I - - I don't - - There's something 
                        I have to tell you.

                                    SHREK
                        You don't have to tell me anything, 
                        Princess. I heard enough last night.

                        
                                    FIONA
                        You heard what I said?
                                    SHREK
                        Every word.
                                    FIONA
                        I thought you'd understand.
                                    SHREK
                        Oh, I understand. Like you said, "Who 
                        could love a hideous, ugly beast?"

                        
                                    FIONA
                        But I thought that wouldn't matter to 
                        you.

                                    SHREK
                        Yeah? Well, it does. (Fiona looks at 
                        him in shock. He looks past her and 
                        spots a group approaching.) Ah, right 
                        on time. Princess, I've brought you 
                        a little something.

              Farquaad has arrived with a group of his men. He looks very regal 
              sitting up on his horse. You would never guess that he's only 
              like 3 feet tall. Donkey wakes up with a yawn as the soldiers 
              march by.

                                    DONKEY
                        What'd I miss? What'd I miss? (spots 
                        the soldiers) (muffled) Who said that? 
                        Couldn't have been the donkey.

                                    FARQUAAD
                        Princess Fiona.
                                    SHREK
                        As promised. Now hand it over.
                                    FARQUAAD
                        Very well, ogre. (holds out a piece 
                        of paper) The deed to your swamp, cleared 
                        out, as agreed. Take it and go before 
                        I change my mind. (Shrek takes the paper) 
                        Forgive me, Princess, for startling 
                        you, but you startled me, for I have 
                        never seen such a radiant beauty before. 
                        I'm Lord Farquaad.

                                    FIONA
                        Lord Farquaad? Oh, no, no. (Farquaad 
                        snaps his fingers) Forgive me, my lord, 
                        for I was just saying a short... (Watches 
                        as Farquaad is lifted off his horse 
                        and set down in front of her. He comes 
                        to her waist.) farewell.

                                    FARQUAAD
                        Oh, that is so sweet. You don't have 
                        to waste good manners on the ogre. It's 
                        not like it has feelings.

                                    FIONA
                        No, you're right. It doesn't.
              Donkey watches this exchange with a curious look on his face.

              
                                    FARQUAAD
                        Princess Fiona, beautiful, fair, flawless 
                        Fiona. I ask your hand in marriage. 
                        Will you be the perfect bride for the 
                        perfect groom?

                                    FIONA
                        Lord Farquaad, I accept. Nothing would 
                        make - -

                                    FARQUAAD
                        (interrupting) Excellent! I'll start 
                        the plans, for tomorrow we wed!

                                    FIONA
                        No! I mean, uh, why wait? Let's get 
                        married today before the sun sets.

                        
                                    FARQUAAD
                        Oh, anxious, are you? You're right. 
                        The sooner, the better. There's so much 
                        to do! There's the caterer, the cake, 
                        the band, the guest list. Captain, round 
                        up some guests! (a guard puts Fiona 
                        on the back of his horse)

                                    FIONA
                        Fare-thee-well, ogre.
              Farquaad's whole party begins to head back to DuLoc. Donkey watches 
              them go.

                                    DONKEY
                        Shrek, what are you doing? You're letting 
                        her get away.

                                    SHREK
                        Yeah? So what?
                                    DONKEY
                        Shrek, there's something about her you 
                        don't know. Look, I talked to her last 
                        night, She's - -

                                    SHREK
                        I know you talked to her last night. 
                        You're great pals, aren't ya? Now, if 
                        you two are such good friends, why don't 
                        you follow her home?

                                    DONKEY
                        Shrek, I - - I wanna go with you.
                                    SHREK
                        I told you, didn't I? You're not coming 
                        home with me. I live alone! My swamp! 
                        Me! Nobody else! Understand? Nobody! 
                        Especially useless, pathetic, annoying, 
                        talking donkeys!

                                    DONKEY
                        But I thought - -
                                    SHREK
                        Yeah. You know what? You thought wrong! 
                        (stomps off)

                                    DONKEY
                        Shrek.
              Montage of different scenes. Shrek arriving back home. Fiona 
              being fitted for the wedding dress. Donkey at a stream running 
              into the dragon. Shrek cleaning up his house. Fiona eating dinner 
              alone. Shrek eating dinner alone.

              SHREK'S HOME
              Shrek is eating dinner when he hears a sound outside. He goes 
              outside to investigate.

                                    SHREK
                        Donkey? (Donkey ignores him and continues 
                        with what he's doing.) What are you 
                        doing?

                                    DONKEY
                        I would think, of all people, you would 
                        recognize a wall when you see one.

                        
                                    SHREK
                        Well, yeah. But the wall's supposed 
                        to go around my swamp, not through it.

                        
                                    DONKEY
                        It is around your half. See that's your 
                        half, and this is my half.

                                    SHREK
                        Oh! Your half. Hmm.
                                    DONKEY
                        Yes, my half. I helped rescue the princess. 
                        I did half the work. I get half the 
                        booty. Now hand me that big old rock, 
                        the one that looks like your head.

                        
                                    SHREK
                        Back off!
                                    DONKEY
                        No, you back off.
                                    SHREK
                        This is my swamp!
                                    DONKEY
                        Our swamp.
                                    SHREK
                        (grabs the tree branch Donkey is working 
                        with) Let go, Donkey!

                                    DONKEY
                        You let go.
                                    SHREK
                        Stubborn jackass!
                                    DONKEY
                        Smelly ogre.
                                    SHREK
                        Fine! (drops the tree branch and walks 
                        away)

                                    DONKEY
                        Hey, hey, come back here. I'm not through 
                        with you yet.

                                    SHREK
                        Well, I'm through with you.
                                    DONKEY
                        Uh-uh. You know, with you it's always, 
                        "Me, me, me!" Well, guess what! Now 
                        it's my turn! So you just shut up and 
                        pay attention! You are mean to me. You 
                        insult me and you don't appreciate anything 
                        that I do! You're always pushing me 
                        around or pushing me away.

                                    SHREK
                        Oh, yeah? Well, if I treated you so 
                        bad, how come you came back?

                                    DONKEY
                        Because that's what friends do! They 
                        forgive each other!

                                    SHREK
                        Oh, yeah. You're right, Donkey. I forgive 
                        you... for stabbin' me in the back! 
                        (goes into the outhouse and slams the 
                        door)

                                    DONKEY
                        Ohh! You're so wrapped up in layers, 
                        onion boy, you're afraid of your own 
                        feelings.

                                    SHREK
                        (os) Go away!
                                    DONKEY
                        There you are , doing it again just 
                        like you did to Fiona. All she ever 
                        do was like you, maybe even love you.

                        
                                    SHREK
                        (os) Love me? She said I was ugly, a 
                        hideous creature. I heard the two of 
                        you talking.

                                    DONKEY
                        She wasn't talkin' about you. She was 
                        talkin' about, uh, somebody else.

                        
                                    SHREK
                        (opens the door and comes out) She wasn't 
                        talking about me? Well, then who was 
                        she talking about?

                                    DONKEY
                        Uh-uh, no way. I ain't saying anything. 
                        You don't wanna listen to me. Right? 
                        Right?

                                    SHREK
                        Donkey!
                                    DONKEY
                        No!
                                    SHREK
                        Okay, look. I'm sorry, all right? (sigh) 
                        I'm sorry. I guess I am just a big, 
                        stupid, ugly ogre. Can you forgive me?

                        
                                    DONKEY
                        Hey, that's what friends are for, right?

                        
                                    SHREK
                        Right. Friends?
                                    DONKEY
                        Friends.
                                    SHREK
                        So, um, what did Fiona say about me?

                        
                                    DONKEY
                        What are you asking me for? Why don't 
                        you just go ask her?

                                    SHREK
                        The wedding! We'll never make it in 
                        time.

                                    DONKEY
                        Ha-ha-ha! Never fear, for where, there's 
                        a will, there's a way and I have a way. 
                        (whistles)

              Suddenly the dragon arrives overhead and flies low enough so 
              they can climb on.

                                    SHREK
                        Donkey?
                                    DONKEY
                        I guess it's just my animal magnetism.

                        
              They both laugh.
                                    SHREK
                        Aw, come here, you. (gives Donkey a 
                        noogie)

                                    DONKEY
                        All right, all right. Don't get all 
                        slobbery. No one likes a kiss ass. All 
                        right, hop on and hold on tight. I haven't 
                        had a chance to install the seat belts 
                        yet.

              They climb aboard the dragon and she takes off for DuLoc.
              DULOC - CHURCH
              Fiona and Farquaad are getting married. The whole town is there. 
              The prompter card guy holds up a card that says 'Revered Silence'.

              
                                    PRIEST
                        People of DuLoc, we gather here today 
                        to bear witness to the union....

                                    FIONA
                        (eyeing the setting sun) Um-
                                    PRIEST
                        ...of our new king...
                                    FIONA
                        Excuse me. Could we just skip ahead 
                        to the "I do's"?

                                    FARQUAAD
                        (chuckles and then motions to the priest 
                        to indulge Fiona) Go on.

              COURTYARD
              Some guards are milling around. Suddenly the dragon lands with 
              a boom. The guards all take off running.

                                    DONKEY
                        (to Dragon) Go ahead, HAVE SOME FUN. 
                        If we need you, I'll whistle. How about 
                        that? (she nods and goes after the guards) 
                        Shrek, wait, wait! Wait a minute! You 
                        wanna do this right, don't you?

                                    SHREK
                        (at the Church door) What are you talking 
                        about?

                                    DONKEY
                        There's a line you gotta wait for. The 
                        preacher's gonna say, "Speak now or 
                        forever hold your peace." That's when 
                        you say, "I object!"

                                    SHREK
                        I don't have time for this!
                                    DONKEY
                        Hey, wait. What are you doing? Listen 
                        to me! Look, you love this woman, don't 
                        you?

                                    SHREK
                        Yes.
                                    DONKEY
                        You wanna hold her?
                                    SHREK
                        Yes.
                                    DONKEY
                        Please her?
                                    SHREK
                        Yes!
                                    DONKEY
                        (singing James Brown style) Then you 
                        got to, got to try a little tenderness. 
                        (normal) The chicks love that romantic 
                        crap!

                                    SHREK
                        All right! Cut it out. When does this 
                        guy say the line?

                                    DONKEY
                        We gotta check it out.
              INSIDE CHURCH
              As the priest talks we see Donkey's shadow through one of the 
              windows Shrek tosses him up so he can see.

                                    PRIEST
                        And so, by the power vested in me...

                        
              Outside
                                    SHREK
                        What do you see?
                                    DONKEY
                        The whole town's in there.
              Inside
                                    PRIEST
                        I now pronounce you husband and wife...

                        
              Outside
                                    DONKEY
                        They're at the altar.
              Inside
                                    PRIEST
                        ...king and queen.
              Outside
                                    DONKEY
                        Mother Fletcher! He already said it.

                        
                                    SHREK
                        Oh, for the love of Pete!
              He runs inside without catching Donkey, who hits the ground hard.

              
              INSIDE CHURCH
                                    SHREK
                        (running toward the alter) I object!

                        
                                    FIONA
                        Shrek?
              The whole congregation gasps as they see Shrek.
                                    FARQUAAD
                        Oh, now what does he want?
                                    SHREK
                        (to congregation as he reaches the front 
                        of the Church) Hi, everyone. Havin' 
                        a good time, are ya? I love DuLoc, first 
                        of all. Very clean.

                                    FIONA
                        What are you doing here?
                                    SHREK
                        Really, it's rude enough being alive 
                        when no one wants you, but showing up 
                        uninvited to a wedding...

                                    SHREK
                        Fiona! I need to talk to you.
                                    FIONA
                        Oh, now you wanna talk? It's a little 
                        late for that, so if you'll excuse me 
                        - -

                                    SHREK
                        But you can't marry him.
                                    FIONA
                        And why not?
                                    SHREK
                        Because- - Because he's just marring 
                        you so he can be king.

                                    FARQUAAD
                        Outrageous! Fiona, don't listen to him.

                        
                                    SHREK
                        He's not your true love.
                                    FIONA
                        And what do you know about true love?

                        
                                    SHREK
                        Well, I - - Uh - - I mean - -
                                    FARQUAAD
                        Oh, this is precious. The ogee has fallen 
                        in love with the princess! Oh, good 
                        Lord. (laughs)

              The prompter card guy holds up a card that says 'Laugh'. The 
              whole congregation laughs.

                                    FARQUAAD
                        An ogre and a princess!
                                    FIONA
                        Shrek, is this true?
                                    FARQUAAD
                        Who cares? It's preposterous! Fiona, 
                        my love, we're but a kiss away from 
                        our "happily ever after." Now kiss me! 
                        (puckers his lips and leans toward her, 
                        but she pulls back.)

                                    FIONA
                        (looking at the setting sun) "By night 
                        one way, by day another." (to Shrek) 
                        I wanted to show you before.

              She backs up and as the sun sets she changes into her ogre self. 
              She gives Shrek a sheepish smile.

                                    SHREK
                        Well, uh, that explains a lot. (Fiona 
                        smiles)

                                    FARQUAAD
                        Ugh! It's disgusting! Guards! Guards! 
                        I order you to get that out of my sight 
                        now! Get them! Get them both!

              The guards run in and separate Fiona and Shrek. Shrek fights 
              them.

                                    SHREK
                        No, no!
                                    FIONA
                        Shrek!
                                    FARQUAAD
                        This hocus-pocus alters nothing. This 
                        marriage is binding, and that makes 
                        me king! See? See?

                                    FIONA
                        No, let go of me! Shrek!
                                    SHREK
                        No!
                                    FARQUAAD
                        Don't just stand there, you morons.

                        
                                    SHREK
                        Get out of my way! Fiona! Arrgh!
                                    FARQUAAD
                        I'll make you regret the day we met. 
                        I'll see you drawn and quartered! You'll 
                        beg for death to save you!

                                    FIONA
                        No, Shrek!
                                    FARQUAAD
                        (hold a dagger to Fiona's throat) And 
                        as for you, my wife...

                                    SHREK
                        Fiona!
                                    FARQUAAD
                        I'll have you locked back in that tower 
                        for the rest of your days! I'm king!

                        
              Shrek manages to get a hand free and he whistles.
                                    FARQUAAD
                        I will have order! I will have perfection! 
                        I will have - - (Donkey and the dragon 
                        show up and the dragon leans down and 
                        eats Farquaad) Aaaah! Aah!

                                    DONKEY
                        All right. Nobody move. I got a dragon 
                        here, and I'm not afraid to use it. 
                        (The dragon roars.) I'm a donkey on 
                        the edge!

              The dragon belches and Farquaad's crown flies out of her mouth 
              and falls to the ground.

                                    DONKEY
                        Celebrity marriages. They never last, 
                        do they?

              The congregation cheers.
                                    DONKEY
                        Go ahead, Shrek.
                                    SHREK
                        Uh, Fiona?
                                    FIONA
                        Yes, Shrek?
                                    SHREK
                        I - - I love you.
                                    FIONA
                        Really?
                                    SHREK
                        Really, really.
                                    FIONA
                        (smiles) I love you too.
              Shrek and Fiona kiss. Thelonius takes one of the cards and writes 
              'Awwww' on the back and then shows it to the congregation.

              
                                    CONGREGATION
                        Aawww!
              Suddenly the magic of the spell pulls Fiona away. She's lifted 
              up into the air and she hovers there while the magic works around 
              her.

                                    WHISPERS
                        "Until you find true love's first kiss 
                        and then take love's true form. Take 
                        love's true form. Take love's true form."

                        
              Suddenly Fiona's eyes open wide. She's consumed by the spell 
              and then is slowly lowered to the ground.

                                    SHREK
                        (going over to her) Fiona? Fiona. Are 
                        you all right?

                                    FIONA
                        (standing up, she's still an ogre) Well, 
                        yes. But I don't understand. I'm supposed 
                        to be beautiful.

                                    SHREK
                        But you ARE beautiful.
              They smile at each other.
                                    DONKEY
                        (chuckles) I was hoping this would be 
                        a happy ending.

              Shrek and Fiona kiss...and the kiss fades into...
              THE SWAMP
              ...their wedding kiss. Shrek and Fiona are now married. 'I'm 
              a Believer' by Smashmouth is played in the background. Shrek 
              and Fiona break apart and run through the crowd to their awaiting 
              carriage. Which is made of a giant onion. Fiona tosses her bouquet 
              which both Cinderella and Snow White try to catch. But they end 
              up getting into a cat fight and so the dragon catches the bouquet 
              instead. The Gingerbread man has been mended somewhat and now 
              has one leg and walks with a candy cane cane. Shrek and Fiona 
              walk off as the rest of the guests party and Donkey takes over 
              singing the song.

                                    GINGERBREAD MAN
                        God bless us, every one.
                                    DONKEY
                        (as he's done singing and we fade to 
                        black) Oh, that's funny. Oh. Oh. I can't 
                        breathe. I can't breathe.

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