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                                      SHREK

                                   Written by

                            William Steig & Ted Elliott




                                 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. (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.

           THE END

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