Shrek

SHREK "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." [Laughing] Like that's ever gonna happen. What a load of-- [Smashmouth: "All Star"] 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 [Laughs] Yes, well, actually, that would be a giant. Now, ogres-- 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 [Whispers] This is the part where you run away. (The men scramble to get away. He laughs.) [Laughing] And stay out! (looks down and picks                         up a piece of paper. It reads:) "Wanted.                          Fairy tale creatures."(He sighs and                          throws the paper over his shoulder.) SFX: Sighs 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 friends-- 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.) [Grunts] Hey! (he turns and sees the Seven Dwarves                         with Snow White on the table.) [Snickers] Oh, no, no, no. Dead broad off the table. [Alternation: "Dead girl off the table!"] DWARF Where are we supposed to put her? The bed's taken. SHREK Huh? [Gasps]

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.)

BIG BAD WOLF Aah! SHREK 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? ''[Echoing] Swamp! Swamp! Swamp!'' 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. [The Proclaimers: "I'm On My Way"] 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) [Laughing] 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) [Gasps] 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-- Come on. 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 [Screams] 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! [Screams] [Gasps] [Roars]

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! [Roars] [Shouts] Whoa! Whoa! Whoa! 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! [Gasping] [Growls]

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. [Screams, Grunts]

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. SFX: Roaring

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-- Uh-- 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 to-- What are you gonna do with that? ''Hey, now. No way. No! No! No, no! No. No, no, no. No! Oh!'' [Growls] [Roars] 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 [Roaring] 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! [Thuds] [Groans] [Shrek Groans] [Roars] [Roars] [Roaring] [Roars]

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! [Gasping] [Screaming] [Roaring] [Screams] [Roars] [Panting, Sighs] [Whimpers] [Roars] [Roars, Whimpers]

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 [Dragon Growling In Distance] (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! BOTH 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? [Sighs] [Eels: "My Beloved Monster"] 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 Aaaah!

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. [John Cale: "Hallelujah"] 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. THE END