Western Animation / Puss in Boots: The Last Wish

Spoilers for all Shrek entries preceding this one will be left unmarked. You Have Been Warned!

Live each adventure like it's your last.

"Once upon a time, a Wishing Star fell from the sky, scorching a great woods black; the Dark Forest was born, the Wishing Star hidden at its center, filling it with new life, and the legend of a single wish locked away in the star, waiting to be granted."

— Puss in Boots' Opening Monologue

This story is a Fairy Tale...

Puss in Boots: The Last Wish is a 2022 animated fantasy/adventure film from DreamWorks Animation and the long-in-development sequel to the Shrek spin-off, Puss in Boots. The movie features Joel Crawford (The Croods: A New Age) as director and Chris Meledandri (founder and head of Illumination Entertainment) as executive producer. It's the first film in the Shrek franchise to be distributed by Universal following their purchase of DreamWorks^note Though they did also distribute a Fathom Events screening of the first movie in 2021 for its 20th anniversary. The film was released in theatres on December 21, 2022, following a sneak peek on November 26 that same year. Notably, the film has a painterly style resembling a fairytale storybook, rather than the more realistic visuals from the previous installments of the Shrek franchise.

Antonio Banderas returns as the voice of the swashbuckling feline Puss. This time around, Puss has discovered that his reckless adventuring has taken a heavy toll, and now he's on the very last of his nine lives. The only way to get them back is to journey to the mysterious Dark Forest to make a wish on the mythical Wishing Star. In order to get there alive, Puss reluctantly allies himself with his old paramour Kitty Softpaws (Salma Hayek) and an upbeat, unnamed aspiring therapy dog referred to as Perrito (Harvey Guillén). But standing in his way are some formidable enemies: Goldilocks (Florence Pugh) and the Three Bears Crime Family (Ray Winstone, Olivia Colman, and Samson Kayo), "Big" Jack Horner (John Mulaney), and a mysterious Wolf (Wagner Moura). Rounding out the voice cast are Da'Vine Joy Randolph, Anthony Mendez, and Kevin McCann.

No relation to Andrzej Sapkowski's The Last Wish.

Previews: Trailer 1, Trailer 2, Trailer 3

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Who is your favorite fearless troper?:

#-E

• 1-Up: Puss intends to use the Wishing Star as this to restore the eight lives he lost earlier. He ultimately decides not to.
• 10-Minute Retirement: After being told he's on his last life and having a harrowing encounter with the Wolf, Puss retires to the life of a lap cat for a Crazy Cat Lady at the doctor's suggestion. He doesn't enjoy it, but remains there long enough to grow a beard. It all ends once Goldilocks and her goons come barging in, causing Puss to learn of a way to restore his lives.
• 11th-Hour Superpower: After spending most of the movie separated from it, Death hands over Puss's sword for a final duel on the surface of the Wishing Star.
• Abnormal Ammo: One of Jack Horner's many weapons is a crossbow loaded with horns cut from baby unicorns, which he mentions as being less heavy and twice as sharp as regular arrows and adult unicorn horns alike. And, as he discovers when he first puts them to use in combat (since he didn't bother testing them before), they can make people explode into confetti.
• Accidental Declaration of Love: When Puss explains to Perrito how he left Kitty at the altar and how ashamed he is for it and she'll never trust him again because of it, and Perrito says maybe he should tell her how he wishes he hadn't hurt her so it might make them both feel better, Kitty is nearby and overhears the entire conversation, unknown to the two of them. Kitty pretends to just discover them afterwards, acting like she hasn't heard any of what they just discussed.
• Acquaintance Denial: When Jo of the Serpent Sisters foolishly makes fun of Big Jack Horner's nursery rhyme, her sister Jan tries to reassure "Mr. Big Jack Horner, sir" that she barely knows Jo, to which the latter says, "What do you mean? We're sisters, you goof. We got matching face tattoos."
• Adaptational Villainy:
  • Downplayed with Goldilocks and the Three Bears. They are presented as a crime family in pursuit of Puss in Boots, but Goldilocks' goal for gaining the Wishing Star was to get a real family. The events of the movie eventually help her realize the Bears were her true family.
  • This is totally played straight with Jack Horner, though. In the original nursery rhyme, Jack was just a mischievous boy who sat in the corner of a house and pulled out a plum with his thumb while eating a Christmas pie. While Jack's words have been used to satirize self-congratulatory greed, in here, he's an irredeemable Psychopathic Manchild who only wants power for himself, never caring for the value of lives nor for anyone in general.
• Aesop Enforcer: It's implied that the map to the Wishing Star and the Dark Forest it's connected to uses its magic in some manner to teach the user a lesson about their desires, though whether or not it actually is trying to teach them to appreciate what they have or if it's the Wishing Star trying to protect itself is never clarified. When Puss (who needs to learn to appreciate his life) and Kitty (who also lives a life of danger, thinking she can only trust herself) hold the map, the forest turns into an obstacle course of danger. When Goldilocks holds the map, it manifests the Bear's cabin to make her appreciate her family.
• Affably Evil: With the exception of Jack Horner, who is a ruthless and cruel Card-Carrying Villain, all the other antagonists fall into this.
  • Goldi and the Bears are first introduced trying to find Puss and enlist his help in getting the map to the Wishing Star. For the rest of the film, their conflict with Puss simply stems from them trying to reach the Star before him, and they even help him and his friends defeat Jack in the climax.
  • The Wolf, actually Death, has a personal but genuine vendetta against Puss, intending to punish him for taking his lives for granted. When he realizes that Puss has learned his lesson, Death leaves in peace, sincerely asking that Puss live his last life well before they inevitably meet again.
• Airplane Arms: During their final duel, Puss and the Wolf run toward each other with their bodies leaning forward and their arms stretched out behind them.
• Air-Vent Passageway: Puss manages to enter Horner's castle by use of the duct system.
• Alcohol-Induced Idiocy: Puss lost one of his lives when he got Drunk on Milk and tried to prove he could land on his feet after jumping off a 50-story tower.
• All Wishes Granted: Puss, Kitty, Perrito, and Goldi all get what they were after without needing a wish. Even Jack's desire to get all the magic in the world is sort of met, in a truly horrifying way, as he's absorbed into the wishing star and becomes one with it.
• Amazing Technicolor Battlefield: The climax of the film is set on the crystalline surface of the Wishing Star, with a shimmering barrier surrounding the edges.
• Amusing Injuries: Subverted. The opening Death Montage shows Puss getting into various dangerous situations and suffering comedic slapstick injuries. While it's Played for Laughs in the moment, the fact remains that Puss actually died in these situations, losing his first eight lives in the process, and if he dies again now, he won't be coming back. Not to mention the fact that blowing through his lives in such a careless manner enrages Death to the point that he starts actively hunting Puss down to claim his final life himself.
• Anachronism Stew: As is standard in a movie set in the Shrek universe. The general setting resembles that of the 16th or 17th century, but there are many modern and contemporary facilities.
  • Puss is shown at one point taking part in a poker game, which wasn't created until around the 19th Century.
  • Mama Luna's home is a modern house with a modern toilet, and she mentions getting constant visits from the Health Department.
  • Big Jack Horner's pie factory resembles a 19th- or 20th-century workhouse.
  • Perrito aims to become a therapy dog. The positive effect of a pet on a human's mental health has only been first observed in the 19th century, and the first therapy dog organization opened in 1976.
• And the Adventure Continues: After making peace with Death, making a new friend, and burying the hatchet with his former fiance, Puss and his companions set off to Far Far Away to reunite with some old compadres.
• And Your Little Dog, Too!: Jack Harper repeatedly threatens to kill Perrito just to give Puss and Kitty a scare.
• Anti-Hero: Deconstructed. Puss himself has always been somewhat of an Anti-Hero, beloved by everyone but the law, but his negative traits are addressed in full and demonstrated to have actual consequences in this movie. Not only does he push his luck too far to the point of The Grim Reaper himself wanting to take his last life personally, but his relationship with Kitty is all but stated to have ended up on the rocks because he subconsciously put himself over her.
• Anti-Villain: The Wolf, an incarnation of Death, is Affably Evil and only pursues Puss because of his arrogance and lack of appreciation for his extra lives. He actually proves to be a fairly reasonable individual in the end and is more than willing to compromise.
• Arc Number: Eight, for the beginning of the film. Puss has died eight times, the bell in the battle against the giant tolls eight times, and the mirror at the tavern reveals eight empty shot glasses around him, one for each of his lost lives. Additionally, there are eight characters chasing after the Wishing Star: Puss, Kitty, and Perrito, Goldilocks and the three bears, and Big Jack Horner. The ninth main character, the Wolf, does not get included because he's not after the Star, but Puss's ninth and final remaining life.
• Arc Words:
  • "Just right" for Goldilocks, coming to realize the family she wanted was right with the Bears all along.
  • "No magic required." Most of the characters end up having their wishes or desires already granted near the end, without the need of any wishing from the Star. They just have to know where to look.
• Aristocrats Are Evil:
  • The Governor of Del Mar only appears in the first and last scenes of the movie, but it's clear from both that he's a greedy, pompous jerk who looks down on the common people as "filthy peasants", only using his wealth for his lavish lifestyle and vacations.
  • "Big" Jack Horner is a much more prominent example, as from his perspective, his rich upbringing and successful family baking business is "useless crap" compared to gaining control of all the magic in the world — and his behaviour throughout the rest of the movie is no less slimy and sociopathic.
• Art Evolution: While the character designs have been updated as one would expect, with characters having bigger eyes and more stylized features akin to something like The Bad Guys (2022), the more obvious change comes from the presentation. The animation and backgrounds are a bit more stylized, made to look similar to the illustrations of a fairy tale storybook. The backgrounds and certain characters' fur have more painterly qualities, and certain effects such as explosions and dust clouds come off as more hand-drawn. Most notably, several action scenes (such as the battle with the giant and Puss's encounters with the wolf) are animated on twos, much like the stylized action of Spider-Man: Into the Spider-Verse.
• Artistic License – Physics: When a character spins, their voices get distorted, which doesn't work that way in real life when a person or a thing spins, unless a person is close to a fan.
• Art-Shifted Sequel: As mentioned above, this movie looks noticeably different from the first Puss in Boots film due to having more emphasized stylization in terms of its effects, animation, character designs, and locations. The stylization itself is mostly based on having more vibrant colors, painterly textures, and animation that can get more exaggerated.
• Asshole Victim: At the end, Jack Horner is killed after spending the entire film being a sociopathic monster. As Jack cries out what did he do "specifically" to deserve this fate, everyone just glares at him in disbelief and disgust.
• Attack of the 50-Foot Whatever:
  • The Sleeping Giant of Del Mar awakens early in the movie and Puss needs to stop its rampage.
  • Jack Horner uses the "Eat Me" cookie to make himself into a giant. He even notes how his clothes grew with him.
• Awakening the Sleeping Giant:
  • Literally. The party and battle at the governor's mansion ends up causing a nearby giant to wake up and start going on a rampage.
  • As Puss finds out later in the film, the Wolf's feud with him is all down to this. Already contemptuous of the idea of cats getting 9 valuable chances at life for seemingly no reason other than the fact of the idiom's widespread usage, the Wolf is further incensed by Puss's blatant disregard for the sanctity of life; evidenced by his numerous, foolish attempts to heighten his already overblown legend through short-sighted, vainglorious antics that resulted in several idiotic demises, all due to his cavalier attitude towards the idea of his mortality. This blatant disrespect from Puss's squandering of his life, already a rare gift for most, angers the personification of death, motivating him to manifest in the form of the Wolf so as to personally claim Puss's final life rather than wait idly for him to waste it on another ignominious and tawdry end.
• "Awkward Silence" Entrance: In the opening scene, the party crowd goes silent when the Governor of Del Mar walks through the door.
• Badass Bystander: During Puss' fight with the giant in the beginning, the mariachi band from his party is more than willing to launch Puss into battle while playing double time.
• Back-to-Back Badasses: Before the Final Battle commences, the heroes are cornered standing back to back at the center of the star.
• Badass Family:
  • Goldilocks and the Three Bears are a ruthless crime family, in sharp contrast to their passive portrayal in the original fairy tale.
  • By the end of the film, Puss, Kitty, and Perrito have officially formed a team akin to a Family of Choice, and Puss and Kitty begin to rekindle their romantic relationship, with Perrito filling the role of the Kid Sidekick.
• The Bad Guy Wins: Played with. It's explicitly stated that, although Death spared Puss from prematurely ending his final life, Puss did not defeat him. One day, regardless of how long it takes, Death will return, and he will inevitably succeed in taking Puss's life. But Puss is content in the fact that he will live his last life to the fullest, surrounded by his friends and going on new adventures.
• Bag of Holding: Jack Horner uses a "magic nanny bag" to bring with him a vast array of weaponry from his collection of magical artifacts.
• Bait-and-Switch: Goldilocks is introduced herding and commanding the three bears while they respond with grunts and growls, suggesting that the bears are nonsapient pets with Goldie as The Beastmaster. This is further indicated when they attack the cat home, and Papa Bear growls threateningly at Mama Luna... before he politely asks her where Puss is, revealing that that the bears are actually sapient, and Goldi is not their master, but a Happily Adopted member of their crime family.
• Bar Slide: The Wolf does this to Puss in their first fight.
• Bathos:
  • Puss's funeral for himself is equal parts heartrending and hilarious. An overdramatic eulogy for his own former identity delivered to an empty yard, he walks away after declaring no words could ever describe his heroic legacy only to return and melodramatically declare it would be a shame not to try, restarting his eulogy twice. It's funny enough — but seeing him try and fail to hold it together after the shock of a near-death experience, is far sadder in comparison. His bursting into tears mid-song is sad but then switches gears to funny when his mascara starts to run, then climaxes with a visual gag as he closes out his funeral like any cat would: by burying his cape, hat, and boots like his own litter...only to finish on a somber note as he slowly walks away from his former self in the rain.
  • Perrito revealing his backstory to Puss and Kitty. Horrifically tragic on paper, but his cheerful attitude pushes it into Black Comedy territory when Perrito appears blissfully unaware that his owners were actually trying to murder him, thinking it was just an elaborate game of hide-and-seek.
  • When the Wolf reveals himself to be Death itself, he takes a moment to clarify to Puss that he's the real deal, with a resigned air that suggests he's been asked this a lot.
    Wolf: And I don't mean it metaphorically or rhetorically or poetically or theoretically or any other fancy way. I'm Death. Straight up.
  • After Puss proves that he values his life and manages to disarm the Wolf in their final battle, the Wolf storms up to Puss with seething rage, growling and baring his teeth... and then turns back around and launches into an exasperated Foreign-Language Tirade because he no longer has reason to take Puss's life.
• Battle Amongst the Flames: Death conjures up what appears to be Hellfire to surround himself and Puss so that the latter won't escape his fate.
• Beard of Sorrow: After being forced to go into hiding, Puss grows a huge, messy beard, and spends almost half the film with it till he asks Kitty to cut it off.
• Bears Are Bad News: The three bears are Goldilocks' henchmen. However, they're an Anti-Villain bunch, as they're helping Goldilocks find the Wishing Star so she can get a "real" family.
• Be Careful What You Wish For: Jack's life goal is to claim the Wishing Star. In the end, he dies when the star drags him inside before returning back into space.
• Belly Flop Crushing: In the first trailer, Puss ends up losing one of his lives when a sumo wrestler does this to him, a sequence that doesn't appear in the final cut.
• Beyond Redemption: The Ethical Bug specifically calls Jack an "irredeemable monster" after seeing just how little he cares about his minions' lives. Along with being cruelly flicked away by the man, it's why he directly contributes to Jack's demise in the climax.
• Big Bad Ensemble: Goldilocks, the three bears, and Jack Horner are all racing Puss to the Wishing Star, hoping to make wishes of their own. There's also the Wolf who is hunting Puss down and is in fact, Death himself, coming for Puss's final life.
• Big Fancy House: The movie opens with Puss throwing a wild party in the lavish mansion of a local governor.
• Bilingual Bonus: Aside from Puss and Kitty, Perrito and the Wolf/Death are fluent in Spanish.
  • The Wolf regularly calls Puss "gato" (cat), and when Puss runs away from the Curb-Stomp Battle he inflicted upon him, the Wolf quips, "Corre, corre, gatito", which means, "Run, run, little cat."
  • When Puss claims he can't speak English to make Perrito leave him alone, Perrito replies with "¿Hablas español? ¡Yo también! ¿De dónde eres? ¿Te gustan las siestas?" ("You speak Spanish? Me, too! Where are you from? Do you like naps?")
  • After the Bear family steals the map, Kitty angrily screams at them in Spanish.
    ¡Os voy a hacer a todos alfombras de baño! ("I'm going to make you all into bath mats!")
  • After Puss shows his newfound respect towards dying and resolve to fight for his final life nevertheless, Death launches into a Foreign-Language Tirade:
    ¡¿Por qué diablos fui a jugar con mi comida?! ("Why the hell did I go play with my food?!")
  • In their final exchange, Death asks Puss if he is aware that they will meet again. Puss responds in Spanish:
    Sí. Hasta la muerte (Yes. Until death.)
• Bittersweet Ending: Leaning a good lot more towards the sweet side than bitter. Ultimately, the Wishing Star is destroyed and Puss is stuck with one final life. However, he has come out a better person more willing to appreciate his life and the people in it, which convinces Death to stop his pursuit of him and allow him to live out his life. On top of that, Goldilocks comes to finally accept the Three Bears as her true family and Jack Horner is defeated before he can gain power over all magic in the world. And finally, Puss renews his relationship with Kitty, Perrito finds people who care about him, and eventually the group travels to Far Far Away to reunite with Shrek and company.
• Black Comedy:
  • Puss's Death Montage is played for laughs before leading up to the Mood Whiplash that he's on his ninth and last life.
  • During the first confrontation over the map in Jack's office, Goldilocks grabs the bottle containing the Lilliputian ship and smashes it to use as an improvised weapon to threaten the others without even noticing its contents, causing the ship to fall out and sending screaming Lilliputians everywhere.
  • Most of Jack Horner's Bakers' Dozen get offed on-screen in the most cartoonish ways.
• Blade Brake: In the opening scene, Puss slows down his fall from the ceiling by stabbing a huge portrait of the governor with his sword.
• Bloodless Carnage:
  • Subverted. After boasting that he had never been touched by a blade, Puss gets nicked in the forehead during his first fight with the Wolf. The visible drop of blood rolling into view is what causes him to lose his nerve and run off.
  • Inverted in the final fight against Giant Jack Horner, Perrito finally succeeds in pulling off the Puppy-Dog Eyes technique to distract him, even though the effort involved in it gives him a visible nosebleed as Jack notes.
  • Played straight when the members of the Baker's Dozen are killed in various ways, all but one of which is played for Black Comedy. Those that are devoured by the flowers leave completely clean skeletons behind, those that are hit with Jack's unicorn horns explode into confetti, a majority fall into a bottomless pit, and the final member is disintegrated by the magical barrier of the Wishing Star in the final showdown.
• Body Bridge: Big Jack Horner's Bad Boss tendencies reach an apex when his carriage comes across a deep gorge. He orders the surviving members of his Baker's Dozen to form a human bridge across the gorge, walks over them to the other side, then orders the carriage to be driven over them as well. This proves to be too much for them, and they and the carriage are sent plummeting into the gorge, save one who manages to cling on to the cliffside (and even she only gets pulled up after reassuring Horner that she isn't "chatty").
• Bookends: In the beginning of the film, Puss fights against a giant his party inadvertently awakened. At the climax of the film, he and his friends face off against a giant Jack Horner. He even uses a move called the "Spanish Splinter" against both enemies.
• Bravado Song: Puss is reintroduced throwing a party where he sings a song about how he is everyone's "favorite, fearless hero".
• Break the Haughty: Puss's overly-bloated ego is finally popped after the Wolf kicks him to the curb, forcing him to hide out in Mama Luna's home where he has no choice but to become a normal cat. After an indeterminate amount of time has passed, Puss barely resembles or even acts like himself.
• Breath Weapon: The Phoenix can breathe fire, which Jack Horner weaponizes against the carnivorous posies.
• Brief Accent Imitation: When Ethical Bug calls Jack Horner an irredeemable monster, Jack briefly imitates the bug's James Stewart-esque stammering voice when replying "What took you so long, idiot?"
• Brutal Honesty: Papa Bear says bitter truth about Baby Bear's intelligence and the fact he has dingleberries. Tough love Papa certainly has.
• Call a Smeerp a "Rabbit": A rare botanical example. One of Jack's henchmen (referred to as "Jerry" by another baker) briefly refers to a flower in the Pocketful of Posies as a "Ficus lyrata" before being Stripped to the Bone by it. Ficus lyrata is a type of fig tree and looks nothing like the Posies, which resemble blue (carnivorous) roses more than anything else.
• Call-Back:
  • A few scenes of Puss's childhood from the first movie are seen when Puss's life flashes before his eyes, in addition to a scene of him with Shrek and Donkey.
  • The "Ooooh!" cat from the first movie makes a brief cameo when Mama Luna makes Puss introduce himself to the rest of her cats.
  • Among Jack Horner's magical arsenal is a belt of Green Goblin-style exploding poison apples, much like the ones used by Rumpelstiltskin's witch minions in Shrek Forever After.
• Calling Your Attacks: Jack tends to call attention to whatever magic weapon he pulls out of his Bag of Holding. He even lampshades it as a bad habit, after Kitty kicks him into the bag when he announces he's reaching inside it.
  Jack: Aww, I shouldn't have telegraphed it!
• Canines Gambling in a Card Game: In one of Puss's flashbacks in the Death Montage, we see that he lost one of his lives after cheating at a game of poker with a few angry dogs.
• Canon Immigrant: Similar to Humpty Dumpty from the last movie, Goldilocks was a character that was first introduced to the Shrek franchise in the game Shrek Smash N'Crash Racing as an unlockable racer, but here she's had an Age Lift and a considerably different role as a Super Mob Boss.
• Card-Carrying Villain: Jack Horner is very open with how evil he is, even admitting that he's "dead inside".
• Cassandra Truth: Kitty immediately dismisses Puss's claims that death is after him, saying that he's just being dramatic. To her credit, she apologizes after she sees undeniable proof that he was being completely serious and not exaggerating in the slightest.
• Casting Gag: In the Japanese dub, Puss' dub voice actor, Kouji Yamamoto, had previous experience on dubbing another heroic feline, in that case, it was as Kovu. Likewise, this is not the first time Kenjiro Tsuda (The Wolf) had voiced characters who have some relation with the concept of death.
• Catch and Return: Kitty is able to do this with Jack's poison apple grenades thanks to her clawless paws.
• Catchphrase Interruptus: In the bar scene with the Wolf, once Puss realizes the Wolf is out for his bounty, Puss pulls out his rapier and begins his "Fear me... if you dare!" catchphrase. The Wolf interrupts him before he can finish by backhanding the rapier out of Puss's paw and into a barrel.
• Cats Have Nine Lives: A major part of the whole plot. The film shows a Death Montage of Puss dying eight times, leaving him on his final life. He intends to spend it searching for the Wishing Star so he can regain his eight lost lives.
• Central Theme: Never take your life for granted, which is explored by several characters:
  • Puss is the leading example, having continuously wasted away eight of his nine lives for the sake of his egotistical bravado that he literally pissed off The Grim Reaper into trying to take his last life. By the end, he comes to appreciate the last life he has and that Death is stronger than him, which ironically makes Death stop his pursuit of Puss (as Death wanted to really kill a legend full of himself) but promises to take his last life when the time comes.
  • Death himself is a literal example of it, as he comes for every single person at the end of their lives, and demands they be cherished. In Puss's case, Death personally sought him out because Puss kept metaphorically laughing in his face and frivolously wasting his nine lives, giving Death the motivation to take down "arrogant little legend" personally. And although Death isn't happy that he won't get that satisfaction when he sees Puss learned his lesson, he accepts that the cat is finally deserving of life, resolving to let him live his and come for him when his time is up like with everyone else.
  • Perrito is a hilariously over-the-top example who sees the bright side of life despite all the shortcomings it tossed his way, wanting only to be a therapy dog to help others.
  • Goldi was Happily Adopted into the bears' life, which she enjoys very much, though she doesn't believe she should stay with them, as she's not a bear, and her wish is to have a normal human family. After she comes to realize that they're her family despite being different species, she decides to stop going after the wish.
  • Jack Horner was a Spoiled Brat who had everything in life, but despite this, he has massive Attention Whore issues and wishes to control all magic of the world just to satisfy his need for attention. He doesn't learn his lesson and gets killed off for it.
• Cerebus Callback: The montage of Puss losing his eight lives at the beginning of the movie is Played for Laughs due to how utterly ridiculous the deaths are. But when Puss comes face-to-face with his past lives in the Cave of Lost Souls, he realizes that he's been wasting his time on foolish thrill-seeking instead of trying to do anything meaningful with his life. This marks the point where his past lives turn on him for not wanting to become the Legend again.
• Chain of People: To cross a gorge with a broken bridge, Jack has most of his remaining mooks form a human ladder to span it, before walking on top of them without a care for the strain upon them. They're just barely able to support his weight alone, but when he tries to have the much larger, heavier and cumbersome pumpkin carriage he was traveling in cross over them as well, this weight proves too much for them and they all fall to their deaths save the lone henchmen that was clinging to the far side of the gorge. It is this lack of concern Jack has for the lives of his goons that leads to the Ethical Bug calling him an "irredeemable monster".
• Chekhov's Gun:
  • After Puss loses his sword, Kitty gives him a tiny knife to defend himself. Puss uses it to turn the tide against Death.
  • The "Eat Me" cookie in Jack's arsenal. He eats it in the climax to grow giant for one last battle. Lampshaded when Jack first pulls it out, and he says that he’ll save it for later.
• Chekhov's Skill:
  • Puss uses the Spanish Splinter move to attack a giant in the movie's first fight. In the final battle, Puss and Kitty use the same move on an enlarged Jack Horner to take back the map.
  • Puss' signature Puppy-Dog Eyes. After struggling with it earlier in the film, Perrito masters it in time to help distract Jack in the climax.
  • Perrito tells Puss on first meeting him that he wants to be a therapy dog, and later introduces himself to Kitty as Puss' therapy dog, which Puss denies. When Puss suffers a crippling panic attack upon seeing the Wolf stalking him in the Dark Forest, Perrito lays his head on Puss' chest and lets Puss stroke his head to calm him down, just like a real therapy dog does.
• Childish Villain, Mature Hero: Jack is contrasted as the Childish Villain to both Puss (in a standard case of the trope) and Goldilocks (in a villain-to-villain variant).
  • Puss is an outlaw Anti-Hero who, despite his pride and selfishness towards his allies, nobly fights for the people and is resourceful enough to outwit his foes. Meanwhile, Goldi is a wanted criminal who, while having a notorious criminal record, confronts her victims reasonably as long as they don't try to defy her, and cares for the Three Bears as her adoptive family (even if she plans to separate herself from them because she thought she was the outcast among them). Both Puss and Goldi also give up on their respective wishes upon learning the big picture by the time of the climax.
  • Jack, on the other hand, is a spoiled Psychopathic Manchild who, on top of having a front for his crimes, is driven by envy of fairy tale creatures, wants to have control of all the magic in the world (with no intention of sharing any of it), and doesn't care about who has to die (whether it be his enemies or underlings) to get his wish.
• Close-Call Haircut: Puss gets some of his facial hair cut during his initial duel with the Wolf. It makes him realize that this is no ordinary opponent.
• Clothing Damage: Downplayed. In Puss and Death's final fight, half of Puss' cape gets torn off by the latter when he tries to slam his sickle staff down and Puss barely avoids it, while another swing slices through one of his iconic boots.
• Cluster Bleep-Bomb: Perrito delivers a playful series of insults to Goldi and the bears, which they can only stare in shock at due to the large number of censored curse words coming out of the precious puppy.
• Coins for the Dead: After losing Jack's henchmen by attracting a crowd with gold coins to block the path, Puss sees the Wolf again in the crowd. The Wolf then proceeds to taunt Puss by placing gold coins over his eyes like a corpse. This also hints at his true nature as Death, as it's what the ancient Greeks did to appease Charon.
• Combat Compliment: When Puss climbs up the Wolf's scythe and kicks him in the face with enough force to knock him back, the Wolf yelps in pain then responds with "Bien" (good).
• Commended for Pushback: When Puss makes it clear to Death that he is not afraid of him anymore, and that he will never stop fighting for his last life, Death spares Puss out of respect, admitting Puss is not as arrogant as he was before.
• Continuity Cameo:
  • Gingy appears in a scene in Puss's Death Montage: an exploding oven.
  • Shrek and Donkey can be briefly glimpsed in non-speaking cameos when Puss' life flashes before his eyes. Imelda, Puss's adoptive mother, can also be seen during the sequence.
  • The "ooooh" cat from the first film is now a resident at Mama Luna's.
  • Pinocchio appears in Jack Horner's flashback, showing himself off as a more popular entertainer.
• Continuity Nod:
  • Although the film doesn't have a Storybook Opening, Puss starts off the movie with "Once upon a time...", which is also the opening line used in the main Shrek films (sans Shrek the Third).
  • In Shrek 2, Puss makes a passing reference to the fact that he has nine lives and has already used at least one of them (in which he was "the great cat burglar of Santiago de Compostela"). This movie includes a Death Montage showing how he lost the others.
  • The first song playing during the final trailer is "All Star" by Smash Mouth, the same song that opened up the original Shrek. Fittingly, the lyrics of "All Star" talk about the philosophy of living recklessly because life is short and time is swift, which is a central theme of this movie.
  • Puss experiences brief flashbacks to several reanimated scenes from the first Puss in Boots, notably Imelda presenting Puss with his boots, Puss's fight with Kitty, and the final scene of Puss riding a horse.
  • King Midas was mentioned by Queen Lillian in the prologue of Shrek Forever After, heavily implying that he gained the infamous Midas Touch from making a deal with Rumpelstiltskin. Midas' severed hand appears here in Jack Horner's collection, and he uses it to turn one of the Serpent Sisters into gold.
  • Puss encounters a giant at the beginning of the movie while he had encountered a giant prior, the Great Terror.
  • As Puss and Kitty retrieve the map from Goldi and the Bears, they dance on each other's heels to reach it, which is a throwback to their dance fight at the Glitter Box.
  • Puss slowly climbing down with his claws is a nod to his alternate self climbing down slowly from his scratching post and the "chandelier ball".
  • Puss says "Holy frijoles!" twice in this film, while having said it once in the first film.
  • Humpty's first name can be seen on a library card inside Goldilocks' "Fairy Tales" book. Puss also references him in some promotional materials.
  • Puss discovering that the Wishing Star exists, while eavesdropping on the Three Bears Crime Family, may be a nod towards his discovery of the magic beans, which were in the possession of Jack and Jill, existed in the first movie.
  • Puss retiring as a housecat during the first half of the movie mirrors towards his alternate self from Forever After.
  • Kitty's reaction to Puss confronting Death, even after saying "Death is after [him]" and after she saw him run off with the map, believing he was double-crossing her again, parallels towards Shrek's reaction to Fiona's curse after thinking that Fiona was badmouthing him ("Who could love a hideous, ugly beast?").
  • Later on, Puss' life flashes before his eyes from the day his life began to where he is now. Same thing happened with Gingy in Shrek the Third after he was threatened by Captain Hook.
• Contrasting Sequel Antagonist:
  • Jack Horner is this to Humpty Dumpty from the first Puss in Boots film. Both are characters who originate from nursery rhymes rather than fairy tales and are criminals on the run, but otherwise they're drastic opposites to one another.
    • Humpty is a Tragic Villain who grew up a penniless orphan, used to be best friends with Puss (a fairy tale character) until they had a falling out, and is driven by a desire to feel belonged. Jack was a spoiled rich kid in his childhood (an upbringing that he isn't grateful for), has hated fairy tale characters all his life due to always being upstaged by them, and seeks to take all the world's magic just to be the center of attention, on top of being proud of his villainy.
    • Humpty is a lot greyer than his flunkies, Jack and Jill, as most of his bad deeds are a result of his anger at Puss. Jack Horner, on the other hand, is the most evil of The Last Wish's antagonists (contrasted by the more noble Goldilocks, the Three Bears and the Wolf) and sees Puss as a mere obstacle in getting what he wants.
    • Humpty is publicly known as a criminal, and his falling out with Puss was because of a failed heist. Meanwhile, Jack despises fairy tales for beating out his family's plum pie business in the past, but nowadays runs a legitimate, successful company as a front for his criminal activity.
    • Humpty is a fragile egg person who relied on his wits and inventions, and needed Jack and Jill to do the heavy lifting for him. Horner is a hulking man and has no problem getting his hands dirty, employing stolen magical artifacts and relatively weak henchmen whom he constantly throws to the slaughter.
    • While Humpty has change of heart and redeems himself with a sacrifice, Jack remains irredeemable as he meets his death.
  • Similarly, Goldilocks and the Three Bears contrast Jack and Jill, as groups of criminal relatives with Leitmotifs involving a banjo.
    • Jack and Jill are a human couple who are raising one of their farm's baby pigs as an adopted son, out of the former's desire to start a family. Papa and Mama Bear are anthropomorphic animals who adopted the human Goldi as their daughter, in addition to their biological son Baby Bear.
    • Jack and Jill have Southern American accents, while Goldi and the Bears (befitting their aesthetic inspiration from British crime films) speak in cockney-accented English.
    • Jack and Jill are always content with one another and don't have any internal conflicts together. Goldi has a considerably weaker relationship with the Bears for most of The Last Wish, as, in addition to her vitriolic relationship with Baby, unintentionally causes a familial strain with the Bears when they learn about what she wanted to use the Wishing Star's wish for.
    • For the majority of their film, Jack and Jill worked for Humpty Dumpty until they double-cross by demanding him the Golden Goose after their promised payment. Goldi and the Bears tried to hire Kitty to help them get to their goal only for her to backstab them; they end up making a Heel–Face Turn and ally with the heroes for real once they agree to help them fight against Horner in his final threat.
• Cooldown Hug: After finding Puss in the woods suffering from a severe panic attack, Perrito lays his head on the latter's lap to help him to calm himself down. It works.
• Crazy Cat Lady: Puss allows himself to be taken in by Mamma Luna, who already has an abundance of cats, in order to hide from the Wolf. She has to regularly shoo away health officials because of how many cats she has.
• Creative Closing Credits: The end credits are presented on the magic map fought over in the movie.
• Crying Wolf: Played With in a literal sense — in the climax, Puss tries to tell Kitty that he needs the wish to get his lives back before the Wolf — who is actually Death himself — can come claim his last one, but since from her perspective it looks like he ditched her once again so he could keep his glory days, she doesn't believe him. It takes witnessing Puss's final battle with his decisively unnatural opponent for Kitty to realize he was telling the truth and not being overly-melodramatic about 'Death hunting him'.
• Crystal Ball: A crystal ball is among Jack Horner's magical artifacts, which he uses to track the location of the map to the Wishing Star after it is stolen by Puss and Kitty.
• Curb-Stomp Battle: Puss's first battle with the Wolf goes very poorly, as the Wolf effortlessly counters every attack Puss tries without getting hit. When Wolf lands a hit and makes Puss bleed, Puss loses the will to fight and flees.
• Curse Cut Short: When the main trio must pass the Pocketful o' Posies, and Perrito tells Puss and Kitty they need to "stop and smell the roses".
  Kitty: All I smell is bull—
  Perrito: (puts his paw to her mouth) Shhhhhh.
• Cuteness Overload: Name-checked by Perrito before he passes out as Puss and Kitty perform their Puppy-Dog Eyes.
• Dance Battler: Puss and Kitty fight the Three Bears by tangoing on a table while kicking bowls of porridge into them.
• Darker and Edgier: Puss's last movie was a light-hearted take on Jack and the Beanstalk, but in this one, he is stalked by and must come face to face with his own mortality. In fact, one of his opponents is Death himself. This is also one of the few films DreamWorks Animation has dared to show blood on screen. According to director Joel Crawford, the darker tone of the film was intended to expand Shrek's fairytale world by taking inspiration from The Brothers Grimm's fairytales, commenting that they were often cautionary tales that took the readers somewhere dark to make them appreciate light.
• Dark Reprise: While holding a funeral for himself, Puss tries to keep himself upbeat, constantly coming back to continue his eulogy, eventually proceeding to sing "Fearless Hero"... Only to break down sobbing as he's doing so, showing just how badly his encounter with the Wolf has shaken him.
• David Versus Goliath:
  • Puss takes on the Giant of Del Mar early on in the movie.
  • Jack grows giant in the climax, with Puss and his allies working together against him.
• Death by Irony:
  • After defeating the Giant, Puss is about to sing a song called "The Legend Will Never Die". He's then crushed by a bell mid-sentence.
  • Several of Puss's Past Self obelisks are, in some way, directly turned against their caricatures in the process of the Wolf destroying them. The card cheat, who visibly has a spare ace in his hat, is destroyed when he accuses the Wolf of cheating. The strongman is effortlessly shoved over. Several of the especially self-absorbed, arrogant ones outright do not get to speak or react on-screen. And finally, the one embodying Puss's legend persona, the fearless hero, desperately urges Puss to run for his life.
• Death Montage: When the Doctor asks about how many lives Puss has left, there is a flashback showing how Puss lost 8 of his 9 lives. This includes being trampled by charging bulls, getting mauled by dogs he beat in a poker game by cheating, falling off of a great height while drunk, working out and getting crushed by the weights, launching himself from a cannon, an allergic reaction to eating shellfish, being burned when he opens an extremely hot oven, and being crushed by a falling bell.^note The trailer featured him being crushed to death in a sumo match in place of the oven scene as well as deaths 2 and 6 being switched around.
• Deconstruction:
  • Of the Showy Invincible Hero. Puss's devil-may-care, irresponsible, and self-celebrating lifestyle is taken apart from different angles. For one thing, he's blown through eight of his lives due to assuming he'll always have another life to fall back upon, and now needs the Wishing Star for them to be restored if he wants to keep being an adventurer. Not to mention the many careless and outright stupid ways Puss has died along with his claim of "laughing in the face of death" literally pisses Death off to the point where the Grim Reaper wants to personally end his final life. Meanwhile, it's also revealed that Puss and Kitty Softpaws were to marry, but they both got cold feet and never showed up at the church: Puss because the responsibility scared him, and Kitty because she felt Puss could never love her or anyone else as he does his own legend. She therefore wants the Wish for someone she can count on. Puss eventually comes to realize just how sad his situation is when confronted with the disdainful reflections of his past lives in the Cave of Lost Souls.
    Puss: ...Yeah, Puss in Boots works... alone. Was the legend so big... there was no room for anyone else?
  • The Ethical Bug's relationship with Jack Horner deconstructs the concept of The Conscience. As the cricket learns the hard way, having a second opinion doesn't really affect the person if they are fully aware and committed to what they're doing. Sure enough, the Ethical Bug eventually deems Jack Beyond Redemption after he displays no desire to change who he is.
    Ethical Bug: That was horrible! Your wish is horrible! YOU'RE HORRIBLE! You're an irredeemable monster!
    Jack Horner: Ah! Wha... What took you so long, IDIOT?
  • The Wolf deconstructs the Knight of Cerebus and Outside-Context Problem. In a world of light-hearted fairytale parodies, subversions, and potshots, this guy is an incarnation of The Grim Reaper played entirely seriously. He only gets one funny moment in the whole movie, after Puss has already proved his courage against him, and every other scene with him feels like a Slasher Film. This is especially notable considering Jack's Laughably Evil nature, Goldilocks and the three Bears' status as Anti-Villains, and the general Denser and Wackier feel of the movie. However, the sheer shift in tone and threat level he poses is one of the reasons Puss cleans up his act and comes to respect his mortality by the end of the climax, costing Death the satisfaction of actually taking the life of an arrogant legend.
  • When you live in a Fantasy Kitchen Sink world where All Myths and Fairy Tales are True, you should watch that your boast does not offend the wrong concept, as concepts have ways to come after you personally. Puss' boast of laughing in the face of death results in The Grim Reaper himself going after Puss.
• Demanding Their Head: The Governor demands Puss' head during their encounter in the opening scene.
• Denser and Wackier: While not without its funnier moments, the previous Puss In Boots movie was relatively grounded in both its tone and visuals, downplaying the humor and pop culture references from the Shrek films and only including the bare minimum of magical fairy tale elements. In contrast, while the sequel also downplays the modern pop culture references, The Last Wish has a much more outlandish and comedic tone, even with its heavier storyline, has more stylized and expressive animation, and features all manner of magical and otherworldly elements from a Wishing Star to the physical manifestation of Death itself.
• Did You Just Punch Out Cthulhu?: Downplayed. In the climax of the movie, Puss is able to disarm the embodiment of Death himself in a swordfight. Puss, however, has done plenty of growth through his journey and acknowledges that, while he cannot truly defeat Death, he can still give it his all fighting for his life. This earns him Death's respect, who chooses to leave him be, to fully live his last life before he comes back in due time to finish the job.
• Disgusting Public Toilet: During his retirement, Puss is not allowed to use human toilet, and has to use a litterbox shared with Mama Luna's dozens of cats. Puss is not happy, but has no choice, and gets used to it after a while.
  Puss: So this is where dignity goes to die...
• Distant Sequel: The first Puss In Boots was advertised as a prequel to the character's first appearance in Shrek 2, though its self-contained story made its actual placement in the franchise's timeline ambiguous.^note The chronological order of Puss's flashbacks in this film seems to confirm that Puss in Boots does take place before the Shrek films, at least partly. The Last Wish is explicitly set after all the other Shrek movies and features flashbacks and cameos by several characters from those films.
• Distinction Without a Difference: Puss and the Governor have this exchange when the latter finds out the former is throwing a party in the Governor's home.
  Puss: Welcome. Mi casa es su casa. (My house is your house.)
  Governor: No, su casa es MI CASA! (No, your house is MY HOUSE!)
  • To be fair, the Governor is pointing out that it is HIS house, not Puss's.
• Does This Remind You of Anything?:
  • The scene where the doctor tells Puss that he is on his last life is somewhat reminiscent of a doctor informing his patient of a terminal disease diagnostic. Hell, the entire plot can be interpreted as an analogy for a person with a terminal disease confronting their own mortality.
  • Alternatively, the plot can be interpreted as an analogy for hitting middle age and having a midlife crisis after experiencing a health issue caused by an adrenaline-fueled life of excitement and partying before coming to the realization that it's time to slow down, be more responsible, and take a proactive approach to taking care of yourself.
• The Dog Bites Back: The Ethical Bug and the Phoenix, the former of whom Jack treated as a nuisance and the latter as a tool, destroy the final piece of the torn-up map to the Wishing Star in the final battle, dooming Jack to be sucked into the star he's still standing on as it prepares to return to space.
• Dog Pile of Doom: During his fight with the governor's guards, they attempt to pin Puss in a dog pile, only to see him on a nearby table with a martini glass of milk in his paw.
  Puss: Silly guards! Dog piles don't work on cats!
• Do Not Taunt Cthulhu: Puss spent his whole life arrogantly proclaiming that he will never die, while simultaneously using up his nine lives dying in truly stupid, careless, and unheroic ways. This apparently pissed off Death enough to directly come for him after he landed on his last life.
• Don't Fear the Reaper: Zig-zagged
  • After he finally stops running from Death and directly confronts him, proving even without multiple lives to fall back on he still has courage in the face of his demise, Death forgoes the fight and wishes Puss a good life, accepting that they will meet again one day.
  • On the other hand, Death makes it clear that he revels in his target's fear, and that his primary motivation is how Puss does not fear him enough. Ultimately, the message seem to be "Do not fear Death as he comes when your time is up, but fear him enough to respect him."
• DreamWorks Face: Funnily enough for a movie made by the Trope Namers, it's fairly absent in marketing or in the movie itself, save for a hand-drawn "Wanted!" Poster of Puss, possibly lampshading the very trope.
• Drowning Unwanted Pets: Perrito describes to Puss and Softpaws the "games" of hide-and-seek with his old family, who, as a last resort, put him in a sock with a stone and threw him into a river. He survived by gnawing out of the sock and swimming out, and the sock became a makeshift sweater.
• Drunk on Milk: At one point in his Death Montage, Puss is holding a mug of milk and acts very drunk before jumping off a church spire to prove that cats always land on their feet. The green hat and cloak suggests this was a St. Patrick's Day celebration of some kind.
• Dual Wielding: The Wolf/Death's weapons are a duo of sickles, and he can combine them into a Double Weapon. In their final fight, Puss also wields his sword and a dagger (Gatito blade) Kitty gave him earlier.
• Dying Candle:
  • When the village doctor tells Puss that he died, he punctuates the point by blowing out a candle.
  • The Wolf's arrival is heralded first by a candle being blown out, which foreshadows his real identity as The Grim Reaper.
• Easily Forgiven: A vision of the past in Nostalgic Pines reveals that the Three Bears didn't punish Goldilocks for trespassing and eating their food, instead taking her in as part of the family. Downplayed in the case of Baby Bear, who is still sore enough about this that he repeatedly tries to ostracize her, outright calling her a "fugitive orphan" during his first appearance; it isn't until she saves him from being sucked into the Wishing Star's barrier that he too accepts her as part of the family.
• Eldritch Location: The Dark Forest. Its entrance is a black portal, its landscape will change to match the heart of whoever holds the map, and the dialogue suggests that it does all this actively to dissuade those who seek the Wishing Star. Interestingly, it is rather more benevolent than is usual for the trope, as the obstacles and dialogues' biggest way of dissuading wish-seekers is to show them they already have what they want or don't need it to be happy.
• Enchanted Forest: The Dark Forest is a magical woodland formed by the impact of the mystical Wishing Star, covered by a pitch-black portal in the entrance, but teeming with colorful life in the inside. The forest's landscape completely changes according to whoever last looked upon the map that leads to the Star in its interior, giving different obstacles and difficulties based on the map holder's heart and wishes.
• Enemy Mine: Puss's group and Goldilocks' join forces to stop Jack Horner from using the Wishing Star to Take Over the World.
• Ennio Morricone Pastiche: A Morricone-esque track plays as the cast stares each other down in a Mexican Standoff for the titular wish.
• Entertainingly Wrong: When Puss first meets the Wolf and the latter points to the word 'Dead' on Puss's wanted poster, Puss assumes he's a bounty hunter who wants to kill him to claim the bounty. We find out later that he's not interested in money at all.
• Epic Fail: During his Death Montage, Puss has a few which costs him half of his lives, such as trying to be a FelineCannonball, believing he could lift weights without a spotter, and drunkenly jumping off a tall building while claiming he'd land on his feet.
• Establishing Character Moment:
  • Puss' is the opening set to his Bravado Song, "Fearless Hero." The entire sequence establishes his prodigious swordfighting skill, reputation as a hero, and devil-may-care attitude toward mortality.
  • The Wolf first appears out of nowhere, calmly strikes up a conversation with Puss during which be announces his intention to end Puss' life, and delivers a Curb-Stomp Battle to the swashbuckling feline.
  • Perrito spends his first scene immediately trying to befriend Puss and acting dissonantly cheerful despite describing his lonely, friendless situation.
  • Goldilocks and the Bears get theirs at Mama Luna's. While they come across as intimidating at first, they quickly get distracted and spend much of the scene bumbling around the house. Goldie, for her part, is frustrated by their antics and repeatedly tries to steer them toward their actual goal.
  • Jack Horner is introduced along with his extensive collection of fairy tale artifacts, and his interaction with the Serpent Sisters is the first showing of his greed, impatience, and disregard for the lives of his employees.
  • Kitty's first scene sees her very nearly pull off an improbably sneaky heist, bicker with Puss and allude to their past together, and easily fight her way through a half-dozen or so of Horner's guards.
• Everyone Has Standards:
  • Puss and Kitty distrust Perrito at the time, but once he reveals his Dark and Troubled Past, they're both horrified at what he went through.
  • Perrito himself, for his part, is generally clueless about others' past turmoil or even his own, but once Puss tells him about Santa Coloma and specifically how he stood Kitty up at their wedding, he becomes shocked and concerned. Downplayed in that he still consoles Puss once the cat explains his reason for doing so.
  • The Ethical Bug does all he can to serve as Jack Horner's conscience at first, but the latter brushing off the deaths of his own minions pushes him past his limit, leading Jack to flick him away. His next appearance is very much a The Dog Bites Back moment, sealing Jack's demise in the end.
• Exact Words:
  • The Serpent Sisters were promised their weight in gold for bringing Jack Horner the map to the Wishing Star. He uses the Midas Touch to turn one of them into a gold statue.
  • Upon meeting Puss, the Wolf taps the "Dead" part of the Wanted poster, indicating that he wants Puss dead. It's not to collect the bounty. The Wolf is actually The Grim Reaper, and he wants to claim the cat's ninth life due to Puss literally taunting him.
• Excalibur in the Stone: The sword Excalibur happens to be one of the magical artifacts in the collection of Jack Horner. Of course, this version of Excalibur happens to have been trapped in the stone, and remains there due to Artie having not found it yet and Jack being a slimy, evil creep. He can still use it as a hammer of sorts, though.

F-L

• Face, Nod, Action: Goldilocks, Puss, and Kitty silently nod in agreement that they need to destroy the Wishing Star's map to stop Jack Horner.
• Family of Choice:
  • By the end of the film, Puss and Kitty, who have rekindled their romantic relationship, have effectively become parental substitutes for the orphaned Perrito.
  • This is also what Goldilocks' arc amounts to, spending the movie wishing for a "proper" human family only to realize that she already has that with the Bears, choosing to give up the wish and stay with them.
• Fear Is Normal: The legendary hero Puss in Boots prides himself on never feeling fear and "laughing in the face of death" during his foolhardy and dangerous adventures, losing several of his lives in frivolous and preventable ways. However, when he loses the eighth of his nine lives and gets scarred by a bounty hunter far too powerful for him to defeat, Puss fears not living up to his legend anymore and runs away in shame. When the same bounty hunter, later revealed to be Death itself, returns and makes Puss flee in terror, Perrito tries to calm him down by saying it is okay to feel afraid. Finally, Puss manages to fight back against the bounty hunter after realizing the value of life and appreciating his own.
• Fingore: Puss sticks his sword through the tip of one of the giant's fingers, calling it a Spanish Splinter. Later, Puss and Kitty do the same to a giant Jack Horner.
• First Blood: The fight between Puss and the Wolf at the bar ends with the Wolf slashing Puss's forehead, causing him to bleed. Seeing the blood on his paw makes Puss realize his mortality for the first time, and when the Wolf tries to goad him back into fighting, he flees in terror.
• Fisher King:
  • Whoever holds the map to the Wishing Star is this for the Dark Forest. Its landscape and the obstacles faced on the way to the Wishing Star change based on the heart of whoever last looked upon the map. Puss, fearing death, gets a fiery wasteland. Kitty, seeking someone she can trust, gets a sorrowful swamp. Goldilocks, wanting to wish for a family, gets the Three Bears' house in an effort to show her that the Bears are her true family. And Perrito, being content and having no wish, gets an easygoing path full of flowers. That said, even the more benign-appearing creations are not to be trifled with. For instance, the "Pocketful of Posies" that is Perrito's first barrier restrict further movement and will kill people who try too hard to force their way through.
  • This also holds true of the Wolf, despite him not touching the map, with his appearance by the riverside battle having the surroundings framed as a crying skull when Puss notices his presence, the trees and rocks of the forest distorting into his appearance when Puss suffers a panic attack fleeing from him, and the crystals inside the Cave of Lost Souls reflecting his face and blood-red lighting everywhere when Puss realises his true nature and the impossibility of defeating him, further highlighting his panic. It's left unclear if this was Death using his supernatural nature to intentionally screw with Puss and further draw out his breakdown, or if the Dark Forest was reacting to Puss's panic towards his unbeatable enemy.
• Five-Aces Cheater: During his Death Montage, Puss is shown winning a poker game with a hand containing five aces. Unfortunately, his opponents are dogs and are far from amused with him. That life in the Cave of Lost Souls can be seen with even more aces tucked into his hat band and belt.
• Five-Second Foreshadowing: At the end of the film, when Puss tells Perrito they're going to go see "some old friends", the soundtrack plays the iconic melody of "Fairytale" seconds before the camera pans to show their boat sailing towards The Castle of Far Far Away.
• Flashback-Montage Realization: When Puss is first scarred by the Wolf, moments from his various lives flash before his eyes, setting up his fear and his eventual drive to get more. In their final confrontation, he starts out with the same fear, only to flash back to a series of scenes strictly from throughout the movie, and he realizes that his final life is worth fighting for all on its own.
• Flight of Romance: Puss and Kitty have a brief moment when they are falling down from some height with the Magic Map in their paws.
• Fluffy Dry Cat: After Mama Luna towel dries Puss in Boots after a bath, his fur poofs up.
• For Doom the Bell Tolls: The bell that kills Puss early on gives off a doomy bell sound.
• Foreign-Language Tirade: When the Wolf realizes that Puss values life and is no longer a Showy Invincible Hero, he starts ranting in Spanish out of frustration that he didn't end Puss's life when he had the chance.
  ¡¿Por qué diablos fui a jugar con mi comida?! (Why the hell did I go play with my food?!)
• Foreshadowing: Has its own page.
• Four Is Death:
  • Before his realization, Puss initially guesses that he has used up four of his lives.
  • When the Wolf first confronts Puss, he taps the word "Dead" on Puss' "Dead or Alive" poster four times.
  • In Puss's fourth encounter with the bounty hunter Wolf, the Wolf reveals his true identity as Death itself, and goes on to further clarify that Puss needs to take that exactly at face value.
  • Unlike characters like Puss and Kitty, the Wolf has four fingers on each paw, as an early hint that he's not simply another anthropomorphic animal.
  • The Arc Number of the film is 8, aka two lots of four, particularly focused around Puss at the beginning, foreshadowing Death's interest in reaping his life.
  • Whether intentional or not, the Wolf/Death has approximately four minutes and forty seconds of screentime.
• Freeze-Frame Bonus:
  • When Puss's wanted poster appears, a tally mark can be seen on the left that counts up to eight. It tells that Puss is currently in his eighth life.
  • During the fight with the giant, Puss is flung into a bakery store sign. Freezing the image before he hits it shows it's a Jack Horner bakery, foreshadowing his presence later in the film.
  • In said fight during the sweeping crowds shot, one can find the Wolf in a shadowed alleyway. He wasn't lying when he said he was there for every one of Puss's deaths.
  • The numbered cards during the Death Montage have the Wolf and his sickles on the four corners.
  • During the bar fight, in the third shot of the Wolf slashing Puss, the kill tallies the Wolf shows him later are visible on the sickle.
  • During the montage where Big Jack Horner assembles his Baker's Dozen, the horses pulling their carriage were actually unicorns whose horns were cut off!
  • When the Wolf appears during the riverside battle inside the Dark Forest, his immediate surroundings look like a skull, foreshadowing his true nature.
  • When Jack Horner is crossing the bridge made up of his men, the clouds in the background all resemble pies.
  • When the Wolf reveals to Puss that he is Death, the crystal cracking in front of him has the shape of a wolf's skull.
  • A shot of the inside of the fairy tale book Goldilocks read as a child has the first letter of every line spell out, "You already have it" across from the picture she scribbled on of her dream for a family.
• Freeze-Frame Introduction: Almost every major character, including returning ones from the first Puss in Boots film, receives a Freeze-Frame Introduction with their own "Wanted!" Poster to give us their name. Fittingly, only characters who are outlaws have this standard introduction, with Perrito, a friendly dog who most characters initially find annoying, getting an Unwanted Poster. The only one who gets no poster is the Wolf, as you can't put a bounty on The Grim Reaper, much less a version that's barely seen by the rest of the cast.
• Friendship Moment: In the finale when Puss and Kitty unite with Goldilocks and three bears to rescue Perrito and take down Jack Horner.
• Furry Confusion:
  • Puss, Kitty, Perrito, the Three Bears and the Wolf are all talking animals. Meanwhile, none of the cats at Mama Luna's house appear to be sapient, although it's possible that they might have succumbed to the monotony as Puss was beginning to.
  • In an amusing moment, the Doctor examines Puss both as a doctor for humans and as a vet, complete with attempting to put a thermometer in a certain unwelcome location.
• Genre Mashup: While still a fairy tale, the movie also mixes elements of swashbuckling action, existentialism, and westerns together to tell its story.
• Giving Someone the Pointer Finger: The Ethical Bug treats Jack Horner to this when he finally realizes the man is Beyond Redemption after letting twelve of his men fall needlessly to their deaths.
  Ethical Bug: Oh! Oh! That was horrible! Your wish is horrible! YOU'RE HORRIBLE! You're an irredemable monster!
• Glowing Eyes of Doom: The eyes of The Wolf , who is later revealed to be a physical form of Death, glow red. His pupils periodically flash white in one scene, coinciding with flashes of lightning.
• Good Cop/Bad Cop: Goldi orders her parents to make Mama Luna divulge where Puss is, with Papa Bear as the good cop and Mama Bear as the bad cop.
  Papa Bear: Excuse me, my darling. We're looking for the Legendary Puss in Boots. Have you perhaps— [gets smacked with a broom, which breaks] —seen him?
  Goldilocks: Too soft.
  Mama Bear: Out with it, you old biddy! Or I'll have your guts for garters! [sticks a claw up Mama Luna's nose, and she promptly faints]
  Goldilocks: [face-palming] Too hard! That was not just right!
• The Good, the Bad, and the Evil: The three parties looking for the Wishing Star fall into this moral arrangement.
  • Puss, Kitty Softpaws, and Perrito are the Good; Puss is a heroic, if arrogant (at first) outlaw, Kitty is a hardened but ultimately good-hearted thief, and Perrito is a cheerful All-Loving Hero dog following the former two for support.
  • Goldilocks and the Three Bears are the Bad; even though they're feared criminals, they could qualify as Villainy-Free Villains, as they're ultimately quite endearing and redeemable, with Goldi having a sympathetic wish and the Bears as her loving adoptive family — and in the end, they help Puss's group take down the badder guy, Jack Horner, by destroying the Wishing Star map.
  • And as previously stated, "Big" Jack Horner is the Evil; he's a ruthless crime boss who proves himself repeatedly to be nothing but a selfish, sociopathic monster, and a Card-Carrying Villain who will happily disregard the lives of anyone around him just to get the Wishing Star. He's given zero redeeming qualities, and could probably count as the ultimate Big Bad of the movie, considering his wish would have devastating consequences for the world if he won. He's given the comeuppance he deserves in the climax.
  • The outlier is the Wolf, who's in a category all of his own. In fact, he has no alignment with anyone after the Wishing Star and doesn't partake at all in the conflict surrounding it, showing up only to antagonize Puss. This is because he's Death, so the desirability of the Wishing Star doesn't apply to him — his only reason for following along with the plot is to hunt down Puss for his final life before the latter can wish for his lives back.
• Gory Discretion Shot: One of Puss's deaths has him fall off a tall tower while Drunk on Milk. We are only shown his mug breaking—not his body.
• Graceful Loser: Zig-zagged with Death; while he throws a brief tantrum over Puss no longer being afraid of him, he ultimately parts ways with his quarry amicably.
• Grievous Bottley Harm: In Jack Horner's office, Goldie takes a bottle with a ship and Lilliputians (from Gulliver's Travels) in it and breaks it over a desk and threatens Puss, Kitty and Jack Horner with it (causing the ship and Lilliputians to spill out).
• Grievous Harm with a Body: At the River of Relaxation, the Bears keep throwing members of the Baker's Dozen at Jack Horner, which annoys him.
  Jack Horner: Stop throwing my men at me!
• Happily Adopted: Zig-zagged. Initially averted with Goldilocks as she wants to use the wish to have a "real family", but eventually played straight as she realises that the bears are her true family.
• Hard Truth Aesop: As the Ethical Bug learns from his time spent with Big Jack Horner, some people are just selfish and don't give a damn about morality, being a better person, or anyone other than themselves, and nothing you can do or say is going to change that.
• Hell Is That Noise: The Wolf's whistling melody. It's ominous enough when it first happens, but once the Wolf makes clear how big of a threat he is, any time his whistling is heard throughout the rest of the film sends Puss into a panic attack.
• Heroic Second Wind: Puss gets it during his final duel with the Wolf.
• Hero Killer: The Wolf, who is later revealed to be a physical manifestation of Death, pursues Puss in Boots over the course of the movie. His only goal is to kill Puss, and he does not directly interact with any other character in the movie.
• Holding the Floor: In the finale, Perrito distracts Jack Horner long enough with his Puppy-Dog Eyes for the rest of the heroes to launch an attack from behind.
• Hope Spot: The Ethical Bug experiences a very brief one when Jack starts talking about his wish. When Jack mentions that he will wish for the one thing that will truly make him happy, Ethical Bug asks what it is, very clearly hoping that this will be something he can latch on to and use to get through to Jack. Then Jack says that his wish is to have all the magic in the world so that no one else in the world can have any. That Jack is so willing to let his own men die to achieve this completely selfish desire is what finally convinces Ethical Bug that Jack can't be redeemed.
• House Amnesia: While throwing a wild party, Puss encounters the Governor and invites him to join in as "Mi casa es su casa", only for the Governor to yell "No, su casa es mi casa!". During this scene, it's shown that the party takes place in the Governor's mansion.
• Human Cannonball: In the flashbacks, there is a shot of Puss attempting to launch himself out of a cannon. Given that it is in his Death Montage, it definitely did not end well.
• Hydra Problem: The man-eating flowers in the Pocketful of Posies double every time they're cut down, making the fight against them a losing battle for Kitty and Puss until Perrito demonstrates that they respond to violence with violence. Like the hydra, Jack discovers that burning them also works.
• Hypocritical Humor:
  • Puss's "I Am Great!" Song includes a line about how humble he is.
  • At the end, Kitty and Puss complain to Perrito that the Team Friendship wanted poster makes them look ridiculous... while wearing giant (for them) powered wigs.
  • When Death explains his intent to kill Puss himself for wasting eight of his nine lives rather than wait for him to waste his last life, the crystal of Puss's second life accuses him of "cheating" for doing this. Since this was the life that Puss lost due to cheating at a card game, it's clear that he has no room to talk. In response, Death casually shatters this crystal to bits while remarking, "Shhhh, don't tell."
• "I Am Great!" Song: Puss is introduced in the film at a party singing a song extolling his bravery and fame, calling himself the crowd's "favorite fearless hero".
• I Am the Noun: Discussed. The Wolf makes it a point to state that he's not being metaphorical when he claims to be Death itself.
• I Hate Past Me: While trapped in the Cave of Lost Souls, being mocked for his Heel Realization by his past lives, Puss straight up tells them that they are jerks, which he admits gives him very conflicting feelings.
• Implausible Deniability:
  • Mama Luna insists there are no cats in her house to people she suspects of being from the health department. This, despite the village doctor (and presumably others) knowing she's a cat rescue person, and her house having cat decals on and around it. This continues even when the bears are inside her house and there are dozens of cats in the very same room.
  • After seeing Kitty stealing the Magic Map for herself, Goldi — who had tried hiring Kitty to steal the map for her — complains that Kitty said she was going on a spiritual retreat. Kitty replies by bowing and saying "Namaste."
• I Never Said It Was Poison: Comedic example. Puss goes by the name "Pickles" in Mama Luna's Cat Rescue, and when Kitty later says that she's been through a lot of pickles (i.e. tough situations), Puss defensively asks her how she heard about that name. Her confused response causes him to play it off as a joke.
• Insistent Terminology: Jack has one of these moments when Kitty makes a crack about his Bag of Holding:
  Kitty: Nice granny bag, Little Jack!
  Jack: It's not a granny bag! It is a magic nanny bag!
• Instantly Proven Wrong: The Death Montage shows that four of Puss's past lives were lost this way.
  • After drunkenly claiming that a cat always lands on its feet, Puss plummets off a high building to his death.
  • Before lifting a heavy weight, Puss boasts that he can do so without a spotter, only for said weight to crush him two seconds later.
  • When Puss claims that being shot from a cannon will "revolutionize travel", he is blown to bits.
  • And after he dismisses Gingy's concerns about setting an oven too high, Puss opens the door and is immediately set on fire.
• Interspecies Adoption: The three bears explicitly took in and adopted the orphaned Goldilocks as one of their own in this continuity.
• In the End, You Are on Your Own: The Wolf conjures a barrier of fire between Puss, himself, and all the other players present for the Final Battle so that Puss must face him one-on-one.
• Intimate Haircut: There is some sexual tension when Kitty gives Puss a beard shave.
• Involuntary Group Split: The three heroes get separated by debris on their way to the wishing star.
• Ironic Echo: In the Cave of Lost Souls, the Wolf catches up with Puss and mockingly throws back the cat's line that "Puss in Boots laughs in the face of death", especially when Puss learns that the Wolf is in fact Death. "Who's laughing now", indeed.
  • Also, at the beginning of the movie, when Puss introduces himself, he mentions many of his "names", an act which will be subverted by Death, who is only Death, no metaphorically, or rhetorically, or poetically, or theoretically or whatsoever.
• Irony: In the Cave of Lost Souls, Puss brushes off his past lives as jerks when they start teasing him. In response, they retort that without their collective bravado and arrogance, he'd be living in fear. Not long after, it's revealed by Death that it's because of Puss's past arrogance that he's after him. So quite the contrary, if Puss had just been a bit humbler about his nine lives, Death would've never paid him mind to begin with.
• The Irredeemable Exception: Puss faces three antagonists in his pursuit of the Wishing Star: Goldilocks (and the Three Bears), Big Jack Horner, and the Wolf who turns out to be Death. Puss, Goldilocks, and Jack want to get the titular wish for their own selfish desires, and the Wolf wants to kill Puss due to how much he disregarded his previous lives. In the end, both Puss and Goldilocks give up their wish, since their journeys through the forest as well as their Character Development had made them realize that they don't need their wishes. As for Death, he comes to realize that Puss' journey has genuinely changed the cat's outlook on life, and lets him live the rest of his days in peace. The only character who never gets any sort of redemption is Big Jack Horner, who revels in his vileness throughout the entire journey, to the point that the Ethical Bug serving as Jack's "conscience" eventually gives up looking for any good in him and decries Jack as a monster. It comes as no surprise, then, that Horner winds up being the only one of the antagonists to die.
• I Take Offense to That Last One: Out of all the insults Goldie throws at Baby, the one he becomes defensive about is "dingleberried". This leads Papa to confirm that he does, in fact, have dingleberries.
• It Always Rains at Funerals: It rains during Puss' funeral of himself before his 10-Minute Retirement as a lap cat by Mama Luna.
• It's All About Me:
  • Jack Horner is like this; despite growing up with loving parents, a successful bakery business that he inherited, a huge mansion, and being rich, he still wasn't happy because he wasn't the center of attention due to being an entirely ordinary person in a world full of magical fairy tales. His entire goal in the movie is to use the Wishing Star to gain control of all magic in the world.
  • Puss pre-Character Development is a hero to the common people, but he's selfish, self-absorbed, arrogant, and careless with his lives due to essentially living without consequences. His Jerkass Realization in the Cave of Souls that despite being a legend loved by many he was still lonely without friends, along with conversations with Kitty and how she felt about him, help to break him out of it.
• It's Personal: Death has a personal score to settle with Puss because not only does he have nine lives, he foolishly wasted most of them instead of cherishing them as a precious gift as most people would. After Puss learns to appreciate the life he has, Death decides to let him live (for now).
• It's the Journey That Counts:
  • Puss realizes that he doesn't need another life as his friendship with Perrito and his love to Kitty is all he needs.
  • Goldilocks realizes that she doesn't need to make a wish for a family because the three bears have become her Family of Choice.
• It Was with You All Along: Goldilocks, an orphan taken in by the Three Bears, seeks out the Wishing Star in order to get her wish of a real family. Eventually, she comes to accept the bears as her true family.
  "To find your wish, adjust your view. What you seek may be right in front of you."
• I Want My Beloved to Be Happy: A filial rather than romantic example. Though they're heartbroken to learn that she doesn't consider them her true family, Mama Bear tells Goldilocks that if wishing for a different family will make her truly happy, then she and the other bears won't hesitate to help her achieve that.
• I Work Alone: Puss promptly tells anyone who wants to lend a helping hand to him that he prefers to work by himself. However, upon viewing his past, he comes to the sad realization that working alone has done nothing but cost him his relationships with those he was close to.
• Jerkass Realization: While trapped in the Cave of Lost Souls and having some literal self-reflection with his past lives, Puss is forced to examine how his arrogance has not only cost him his life several times over but that he's failed to create a truly meaningful one with people who care for him because of his It's All About Me attitude. Not to mention, you kind of have to realize you've been selfishly wasting what really matters in life when the literal Grim Reaper shows up and calls you out for it.
• Jerk with a Heart of Gold:
  • Puss is egotistical, selfish, and an outlaw, but also cares about protecting others and eventually learns to truly bond with Kitty and Perrito.
  • Kitty is standoffish due to not trusting anyone, but is compassionate and eventually opens up to Puss and Perrito.
  • Goldilocks and The Three Bears are a crime family, but love each other earnestly and were only fighting the protagonists because of the Wishing Star's limited resources.
• Karmic Death: After the Ethical Bug uses the Phoenix to burn the map when the heroes tear it, "Big" Jack Horner meets his end in the very star he sought to grant his wish of unlimited power.
• Kick the Dog:
  • No one does this more than Jack Horner, who callously sacrifices his men for his selfish needs and actively harms others because he can. He's even going to shoot the literal dog, Perrito, in the face without any shred of shame. This bites him hard when he takes his time mocking Perrito's Puppy-Dog Eyes rather than using the Wishing Star, only to realize that Perrito was distracting him from his friends snatching the Wishing Star away from him.
    Ethical Bug: Y-y-you're not gonna shoot a puppy, are you, Jack?
    Jack Horner: Yeah, in the face, why?
  • Puss's Character Development does not start until Team Friendship is well into the Dark Forest, so his attitude before that is demonstrated when he literally kicks Perrito into the entrance in case it's a trick. This ultimately ends up working in the group's favor, however, when Perrito entering first means he gets the easiest path to the Wishing Star by a fair margin.
• Killed Mid-Sentence:
  • The opening concludes with Puss getting crushed by a bell while explaining his next musical number is called "The Legend Will Never Die".
  • The first of the Baker's Dozen who dies onscreen is Stripped to the Bone by a flower in the Pocketful of Posies as he declares that he's going to chop it down.
    "I'm gonna chop the heck outta this Ficus lyra-" (CHOMP)
  • Combined with Major Injury Underreaction, another baker yells at Jack for accidentally shooting her with a unicorn horn before exploding into confetti.
    "Ah, you shot m-" (POOF)
• Kill Tally: As part of the reveal of his identity as Death, the Wolf has a mark on his sickle for each time Puss has died, stating that he was present for each one.
• Kissed Keepsake: Parodied. When Puss makes his entrance, he steps on a kid's face, who says he'll never wash it again.
• Knight of Cerebus: The Wolf. Unlike Jack and Goldilocks, he is not Played for Laughs in the slightest and explicitly spells out to Puss that he is The Grim Reaper in the flesh.
• Language Fluency Denial:
  • When Perrito realizes that Puss is also a talking animal, he excitedly wants to strike up a conversation. The tired Puss tries to dissuade him by saying "No habla ingles"^note which is Spanish for "I don't speak English"... which Perrito then excitedly responds to in Spanish, causing Puss to respond in return, "I don't speak Spanish either." Perrito finds him funny for the language-switching.
  • Puss also keeps his ability to talk a secret from Mama Luna, but doesn't hide his other anthropomorphic qualities from her.
• The Last Title: Subtitle in this case.
• Leaning on the Fourth Wall:
  • Puss sets the final blow against the giant in motion by blinding him with his own eyepatch. And when the bell he was using as a flail is about to hit him, Puss lifts the eyepatch back up and asks "Hey, you wanna see something cool?". But the way the shot is framed makes it look like he's talking to the audience.
  • Death preemptively tells Puss, while looking at the camera, that he's not just a guy metaphorically calling himself Death, or some sort of narrative metaphor for the fear of mortality, he really is the Grim Reaper. His tone and expression imply that he's annoyed it might be taken as such by the audience.
  • As Death arrives on the Wishing Star to confront Puss saying they've "reached the end" doubles to how the movie is almost over and Puss' final confrontation.
  • As Perrito asks where they're going, Puss says they're off to "find new adventures and to see some old friends"; this parallels to the Sequel Hook on the long-awaited return of the main Shrek characters.
• "Leave Your Quest" Test: Some of the tests in the Dark Forest are half this and half Secret Test of Character:
  • When Goldilocks and the Three Bears get their hands on the map, one of the challenges they found themselves in is a complete replica of their home. Goldilocks is initially aware that they're all being tested by the forest, but the three bears have already settled themselves in, and eventually Goldilocks herself becomes distracted by her childhood flashback as well. The distraction proves to be enough for Puss, Kitty, and Perrito to steal the map back.
  • Puss himself is tested when he's trapped in the Cave of Lost Souls and he encounters reflections of his previous eight lives, who try to play up Puss's larger-than-life persona and get Puss trapped within his own legend.
• Leitmotif upon Death: Jack Horner's theme plays as he gets engulfed by the crumbling Wishing Star after its map is destroyed.
• Less Embarrassing Term: During the climax, Goldi mocks Jack Horner for carrying a "granny bag". Jack retorts that it's a magic nanny bag.
• Let's Fight Like Gentlemen: The Wolf tosses Puss his lost rapier before they commence their final battle.
• Licking the Blade: Parodied when one of the Baker's Dozen licks her cleaver to threaten Puss and Kitty after Jack Horner captures Perrito.
• Lilliputians: A ship in a bottle filled with them is among Jack Horner's magic collection.
• Literal Metaphor: The first obstacle in Perrito's version of the forest are giant, man-eating flowers. Fighting them without overwhelming force only causes them to multiply. To pass, they have to literally stop and smell the roses.
• London Gangster: Puss explicitly refers to Goldilocks and the Three Bears as a crime family. Goldilocks and the bears even speak with London accents.
• Ludicrous Gibs: A PG-variation. Whoever Jack Horner hits with one of his unicorn horns explodes into confetti.

M-R

• MacGuffin: The magic map is not only the key to finding the Wishing Star, it is needed to activate the wish for whomever holds it.
• Magic Map: A magic map is used by the heroes to reach the Wishing Star.
• Magic Pants: Lampshaded by Jack when he eats a magic cookie to turn himself into a giant.
  Jack: I was worried for a second I'd come out naked, but my clothes grew too! Cool!
• Magic Skirt: After being stuffed head-first into a piano, Mama Luna's skirt doesn't fall down.
• Magitek: The magic map acts a lot like a smartphone or a tablet, with it being touch-activated and able to rewrite and update its surface on the fly. At one point, it starts malfunctioning and "fizzling out" because it can't determine who is currently holding it.
• Mama Bear:
  • Of course, Mama Bear of the Three Bears fits this trope. She cares deeply about both her biological son, Baby Bear, and her adopted daughter, Goldilocks. In the film's climax, Mama tearfully accepts that Goldi wants to use the Wishing Star to get a "proper" (human) family, even if it means Goldi will never see the Bears again. Mama also immediately rushes to save Baby from the Uncertain Doom of the barrier guarding the Wishing Star.
  • Kitty Softpaws also grows into this trope, becoming protective of Perrito after learning of his Tragic Backstory. She even goes to the trouble of rescuing Perrito from the Bears when they capture him.
• Man-Eating Plant: The "Pocketful of Posies" obstacle in Perrito's version of the forest. They seem harmless enough at first, but when Jack's soldiers come through, the roses devour them in horrifying, graphic detail.
• Maybe Magic, Maybe Mundane: Puss, Kitty, and Goldi refuse to tell anyone what they're going to wish for on the Wishing Star due to "birthday wish rules" (saying your wish out loud prevents it from coming true). All three, along with Jack, eventually tell what their wish is going to be, and none of them get to make their wish before the Star is destroyed. Whether "birthday wish rules" were truly in effect, or if this was a coincidence, is left ambiguous.
• Meaningful Echo:
  • "Puss in Boots laughs in the face of death." It's first said by Puss early in the film when encountering the bounty hunter Wolf at the bar, and then later repeated by the Wolf in the Cave of Lost Souls as he reveals to Puss what he really is.
  • After disarming Puss twice, making him feel the touch of a blade, and introducing him to the icy grip of terror, the Wolf kicks Puss's rapier to him and tells him to "pick it up". The "fearless hero" then abandons his sword and spends all but the climax of the film running away from him until he's finally cornered on the Wishing Star, where Death returns Puss's sword to him with the same words from all the way back. This time, Puss finds the courage to fight back in an epic battle, wherein he manages to knock one of Death's sickles out of his hand and throws the "pick it up" line right back at him.
  • When Perrito sees Goldi and the Bears' tight family dynamic, he tells Goldi that she "won the orphan lottery" (even though she wishes for a real family). Later, after she sacrifices the wish to save Baby Bear, Goldi says that she did get her wish, because the bears are her real family—and repeats the line back to Perrito with a wink.
• Mêlée à Trois: There are three main parties searching for the Wishing Star: Puss's group with Kitty and Perrito; Goldilocks and the Three Bears; and Jack Horner and his Baker's Dozen. While Goldi and Jack are both after Puss, they also fight each other just as often.
• Metaphorically True: Defied. The Wolf goes on a small rant against this when Puss pieces together his true identity as Death, fully assuring Puss that it's completely literal.
  The Wolf: And I don't mean it metaphorically or rhetorically or poetically or theoretically or any other fancy way. I'm Death. Straight. Up.
• Milholland Relationship Moment: Puss has felt horrifically guilty for standing up Kitty Softpaws at the altar, but when he at last tries to apologize, Kitty tells him that she doesn't care since she also did not go to the ceremony.
• Mirror Scare: The introductory scene for one of the film's main villains, the Wolf, involves him appearing suddenly in a mirror when the titular Puss in Boots stops drinking a glass of milk and looks over at him.
• Mistreatment-Induced Betrayal: Just as Jack tries to piece together the map that Puss, Kitty, and Goldi ripped up, the Ethical Bug and Phoenix, whom Jack both abused, burn the piece he was missing, thereby destroying the map and sealing Jack's fate.
• Mood Whiplash: The scene of Puss meeting his eight past lives in the Cave of Lost Souls starts out whimsical and positive as they seem to be helping him get his mojo back after being off his game for most of the film, but it turns awkward when they start to encourage him to abandon Kitty and Perrito because "Puss in Boots walks alone", then begin to mock and bully him. However, the still basically light-hearted scene swings into absolute terror in the space of one second when the Wolf suddenly shows up, forgoing his usual Sinister Whistling to appear out of nowhere, even finishing off one of the Past Life's lines for them.
  Past Life: Oh, you think you are better than us?! Without us, you will always live a life of—
  The Wolf: —fear! [materialises out of the darkness right in front of Puss]
• Mook Depletion: The Baker's Dozen get picked off one-by-one as Jack Horner carelessly sacrifices them all throughout the movie.
• Musical Spoiler: Right as Puss tells Perrito they're going to go see "some old friends", the soundtrack plays the melody of "Fairytale" from the first Shrek film right before we see they're sailing to the kingdom of Far Far Away.
• My Life Flashed Before My Eyes: Played for Drama when the Wolf actually manages to draw blood in their first fight, causing Puss to panic and fear for his life for the first time, recalling several key moments from his past. The Wolf picks up on what's happening and taunts him. It happens again briefly during a later encounter, made more appropriate when the Wolf reveals he is Death itself, though this time Puss only sees images from his current life; this is treated as a sign of his Character Development in that he has come to appreciate the one life he has left.
• Near-Villain Victory: Jack Horner gets dangerously close to getting his wish thanks to the "Eat Me" cookie allowing him to take the map and start reciting the incantation on it. Perrito stops and distracts him long enough for everyone else to stop him by taking back the map and tearing it apart, which makes the star fall apart. But even after that, Jack gets close yet again as he tries to reassemble the map. That gets stopped by the Ethical Bug and the Phoenix nabbing one piece and then burning it, which destroys the entire map, and by that point, Jack has no means of escape.
• Never My Fault: When Jack accidentally blasts the last of his Baker's Dozen with a magic staff, he claims that she "walked right into that", despite her being stationary at the time.
• Never Trust a Trailer:
  • The first trailer's Death Montage shows Puss's seventh death was being crushed by a sumo wrestler. In the film, it's replaced by Puss being burnt alive by Gingy's oven. Also, him dying from anaphylaxis and being mauled to death by dogs he beat while cheating at cards switched positions.
  • In the film, after Puss grows his beard out, it stays for most of the film until Kitty cuts it off during the river scene. In the trailers, his beard is absent from many scenes where it's present in the film.
  • The first two trailers show Puss still in possession of his sword for most of the scenes. In the film, Puss loses his sword fairly early on and does not get it back until the final confrontation with Death.
  • The trailers show off several moments from the climax that differ from the film. Goldilocks, the Bears, and Jack Horner are shown doing an action pose before fighting rather than have a stare-down like in the film, with Jack using his crossbow rather than the magic staff and the Bears all together rather than on different sides of the Star. The last member of the Baker's Dozen is also completely absent. Meanwhile, Puss's duel with the Wolf lacks the flames during their fight, likely to hide the Wolf's true identity as Death, while Puss recites his catchphrase after jumping away from his opponent rather than him picking his sword back up.
• Nice Job Fixing It, Villain:
  • Involving, and lampshaded by, an Anti-Villain in this case. The Wolf's sadism prevents him from killing Puss for good in the multiple opportunities he had, preferring to let the cat run away in fear. This allows Puss to eventually undergo Character Development and appreciate life, which is demonstrated by him successfully holding his own against the Wolf in their final battle. Once it becomes clear to him how much Puss has changed, the Wolf, a.k.a. Death, briefly complains about the defeat he brought upon himself, but accepts it gracefully... though not without promising that they'll meet again soon.
    Death: ¡¿Por qué diablos fui a jugar con mi comida?! ^note "Why the hell did I go play with my food?!" You're ruining this for me! I came here for an arrogant little legend who thought he was immortal. *sighs* But I don't see him anymore.
  • Two regarding Big Jack Horner:
    • Just as he is about to make his wish in the climax, he notices Perrito attempting to use Puppy-Dog Eyes on him and wastes his time mocking the dog just because he can. This gives Puss and Kitty enough time to steal the map from him and turn the tables with Goldi's help.
    • Bringing the Ethical Bug along with him by accident and then telling him of his Freudian Excuse Denial and that he seeks to rule all of the world's magic, then mockingly calling him an idiot and flinging him away eventually leads to the Ethical Bug taking part of the torn map with him at the last second during the final battle after the Bug realized how much of a lost cause Jack was, in turn leading to Jack's demise.
• Nice Mean And In Between: The trio of Puss in Boots, Kitty Softpaws and Perrito qualifies, albeit slightly downplayed. Perrito is undoubtedly the nicest one due to being a Precious Puppy who serves as the The Heart of the group and doesn't have a malicious bone in his body (nice), Kitty is the most cynical and pessimistic, though she eventually warms up (mean), and Puss himself mediates between the two as he's not as happy go-lucky as Perrito but not as cynical as Kitty (in-between).
• Noble Demon: The Wolf (Death) is an almost literal example. Although he pursues Puss relentlessly, he has a sense of fair-play and honour, detesting the idea of cheating one's way out of fate. Furthermore, while he was angry at Puss for treating his extra lives so flippantly and was willing to bend his rules to take the last one himself, he ultimately gives into them once he sees Puss has learnt his lesson and is now deserving of his one life.
• No Celebrities Were Harmed: The Ethical Bug has a voice and speech pattern very similar to that of James Stewart.
• No MacGuffin, No Winner: Everyone has their own personal wish for the Wishing Star but most find that it has already come true in their own way. Perrito had no wish to begin with, but hanging out with his new friends was enough. Goldie wanted a family but learned the Bears were always there with her as one. Softpaws wanted someone to trust and, after some reconciliation, finds it in the form of Puss. The only two who truly banked on the Star the most were Puss and Jack. However, Puss finds that he doesn't need the wish after he finds the resolve to not let fear overtake his last life. In the end, he, Kitty, and Goldie destroy the magic map to keep Jack from wishing for all of the magic in the world for himself.
• No Man Should Have This Power: Puss, Kitty, and Goldie seem to unanimously come to this conclusion when they destroy the map to the Wishing Star and send it back into outer space, making sure that Jack, or no one else, can make a wish.
• Noodle Incident:
  • According to Mama Luna, Papa Bear isn't the first person to have stuffed her into a piano.
  • Kitty and Jack Horner apparently have some history together. At one point, he hired her as a thief. However, after he set her up, she took her revenge by robbing him.
• Not Even Bothering with an Excuse: On their initial meeting at Mama Luna's house, Puss tries to get out of talking to Perrito by saying "No hablo ingles" (the other animals seem not to be able to speak at all). Perrito happily switches to fluent Spanish and keeps talking. Puss then tells him he doesn't speak Spanish, either.
• Not Hyperbole:
  • At the climax of the film, Puss finally admits to Kitty that Death is after him. This statement is followed by Jack (who thinks Puss is talking about him), Goldilocks and the Bears catching up to the trio, but then Death corners Puss right before Kitty and Perrito's eyes. After the fight, Kitty says she thought he was being melodramatic.
  • The Wolf is Death, not just some bounty hunter, as Puss had assumed. Death clarifies, "I don't mean it metaphorically, or rhetorically, or poetically, or theoretically, or in any other fancy way."
• Oh, Crap!:
  • The Sleeping Giant of Del Mar goes wide-eyed when it sees its own bell-turned-flail coming back at it.
  • Perrito has a minor one when Kitty tries to bite him, which in turn only happens because he shushed her with his paw.
  • Puss has this whenever he meets the Wolf, especially when he discovers that the alleged bounty hunter is actually Death himself.
• One Dialogue, Two Conversations: Puss's first encounter with the Wolf has him presume he's a bounty hunter, which the Wolf declines to correct as he converses about how everyone thinks they'll be the one to finally escape him but none ever do. As the other tags show, the Wolf is Death itself come for Puss.
• One-Winged Angel: After Goldi and the bears give up their pursuit of the wish and Death decides to let Puss live out his last life, Jack Horner uses a magic cookie to grow to a massive size, triggering one final battle.
• Our Giants Are Bigger: The giant Puss faces early on is a towering humanoid creature made of stone with an eyepatch and antlers.
• Out of Continues: The movie confirms that after recklessly wasting his other eight lives, Puss is now on his ninth and final life.
• Outside-Context Problem: Most of the plot is driven by the Mêlée à Trois for the Wishing Star, and the characters are fighting more over control of the magic map than out of any personal vendetta. Then there's the Wolf, who couldn't care less about the map — he just wants Puss dead. The Wolf doesn't acknowledge anyone besides Puss, and up to a certain point, nobody besides Puss even knows that the Wolf exists. As it turns out, the Wolf is Death itself, pissed off that Puss wasted his eight previous lives and knowing he'll waste them again if he gets his wish.
• Painted CGI: The shading is done in a "painting-like" style, including sometimes visible brushstrokes, and many of the effects such as fire and magic have blocks of flat colors in them. Especially prominent in scenes with the Wolf, which are also animated on twos.
• Papa Wolf: Puss becomes very protective of Perrito after warming up to him and learning of Perrito's Tragic Backstory.
• Parental Substitute: Puss and Kitty, both middle-aged cats, become protective of the young Perrito over the course of the film. By the end, the three of them have officially formed a team akin to a Family of Choice, and Puss and Kitty begin to rekindle their romantic relationship, with Perrito filling the role of the Kid Sidekick.
• Pec Flex: The image of Puss's past life that he lost trying to lift weights without a spotter briefly flexes his pectorals while encouraging Puss to use the wish.
• Pet the Dog: Downplayed. The one decent thing Jack Horner does in the entire film is help the last surviving member of the Baker's Dozen after she's left dangling off a cliff. Even then, he only does it after asking whether she's "chatty", with the implication that he would have just left her there if she was.
• The Phoenix: Jack Horner keeps it as part of his collection, depicted as a fire-breathing hawk-like bird with red and orange plumage. When Jack produces it while in the Dark Forest, Ethical Bug marvels at its magnificent appearance... and is shocked when Jack uses it as a flamethrower against the giant flowers blocking his path. The Phoenix later joins the bug in a The Dog Bites Back moment, as it sets fire to the last piece of the map to the Wishing Star, sealing Jack's demise.
• Pin-Pulling Teeth: In the climax of the film, Big Jack Horner takes out a strap with several poisonous apples from his bottomless bag of magical fairytale artifacts to throw them as poison bombs against Kitty Softpaws, pulling out the pedicel of the first one with his teeth as if it were the pin of a grenade.
• Plot-Mandated Friendship Failure: After Puss and Kitty have been very transparent with each other and on the verge of reconciliation, Kitty and Perrito witness Puss running off with the map and assume he fell back into his old habit of caring only about himself. He didn't respond to their calls because he was in a blind panic after having another close shave with Death and doesn't reveal such until they catch up to him, and at that point Kitty was ready to walk away for good.
• Powering Villain Realization: After being chased half of the movie by The Wolf, Puss has The Reveal that he's DEATH himself, who was ticked by both his arrogant boast of "Puss in Boots laughs in the face of death" and the reckless wasting of his past lives, so Death himself goes for Puss's last life, being especially fueled with his fear after the reveal. In the Final Battle, Puss decides to fight for his last life and his friends and fights back Wolf without hesitation or fear of death, which in the end makes Wolf frustrated, leaving him alive.
• Pre-Asskicking One-Liner: Puss often starts his fights with "Fear me, if you dare!" Subverted in his first encounter with the Wolf, who nonchalantly knocks Puss' sword out of his hand before he can even finish, and proceeds to kick his ass.
• Pride Before a Fall: Puss begins the story at the top of his game, a successful hero who is lauded by humans. Then he's immediately crushed by the giant's bell, and discovers he only has one of his nine lives left. The knowledge of his impending mortality knocks the wind out of his sails. Cue a 10-Minute Retirement as a lap cat. The Wolf's real motivation is to take him down a peg to punish him for his hubris. Once Puss has made peace with mortality and learned not to take his life for granted, the Wolf lets him live out the rest of his remaining life.
• The Problem with Fighting Death: The Wolf says that no-one has ever escaped him. This isn't a mere boast, given that he's Death himself. The film is about Puss seeking the Wishing Star to wish to reclaim his nine lives, and concludes with Puss not getting any extra time, but bidding a gracious farewell to the Wolf on the certainty that they will meet again.
• Public Domain Artifact: Jack Horner's collection of stolen magical items includes several artifacts from miscellaneous fantasy tales, such as:
  • The Midas Touch from the Greek myth of King Midas.
  • The Glass Slipper and the Fairy Godmother's magic wand from Cinderella, the last of which he uses to turn a pumpkin into a chariot.
  • Excalibur from Arthurian Legend, shown as the Sword in the Stone. Since Horner isn't a rightful king and is overall a wicked individual in every single aspect, the sword is still lodged in the stone and he has to use it as a hammer of sorts.
  • The spindle on which Sleeping Beauty pricked her finger and fell into a deep sleep due to the wicked fairy's curse.
  • Poisonous apples used as bombs, from the apple used by the Evil Queen in an attempt to kill Snow White.
  • An "Eat Me" snack and a "Drink Me" bottle from Alice's Adventures in Wonderland.
• Punch-Clock Villain:
  • None of Jack Horner's minions follow him because they admire him, they're just doing it because it's their job.
  • Part of what makes the Wolf so menacing towards Puss is that he's this at his core, disinterested in any monetary rewards to be gained from taking down a legend like him, and unrelenting in his pursuit of his target's life. Death was perfectly content to reap eight of Puss's lives, but the various idiotic and overall stupid ways he died, and his daredevil attitude towards them, because he always had another to fall back on, angered Death, who rightfully views each individual life as a truly valuable gift that is not to be wasted. He is already contemptuous of Cats being allowed nine chances at life compared to everybody else, but Puss's attitude convinced him to cut out the middle man with his final one. Noticeably, the Wolf does not pursue Puss whilst he is in hiding as a shell of himself, as this fear of him still displays more respect towards Puss's mortality than he had before, and it's only when Puss re-announces himself to some bystanders as his old daredevil persona that he reappears in that very moment to pick up the chase once again. Ultimately Puss stops Death's pursuit of him by finding a balance between appreciating his remaining life and still remaining true to his heroic persona, convincing Death to leave him be until they meet again.
• Punch! Punch! Punch! Uh Oh...: Blade-to-Blade example. In their first fight, the Wolf demonstrates his superiority against Puss by casually dodging his sword swings and mocking his technique, all whilst sipping a drink without spilling a drop, before demonstrating that dodging is not all he can do, grabbing both his sickles from the bar and pinning Puss's rapier blade between their edges whilst he was mid-swing, pushing the feline backwards with his greater strength and speed.
• Puppy-Dog Eyes: Puss brings his signature cute look back at one point. And apparently, Kitty can do them too. Their actual canine companion... not so much. Perrito finally manages to pull this off in the climax to distract a giant Jack Horner.
• Quest for a Wish: A magical shooting star has landed in the Dark Forest which will grant any wish to the first person who reaches it. Various characters race to find it.
• Real After All: The Wolf/Death had never been noticed by anyone other than Puss until the final battle, proving he was the Grim Reaper in the flesh as he claimed.
• "The Reason You Suck" Speech:
  • A villainous example. When the Wolf reveals to Puss that he's Death, the former explains that it already annoys him enough that cats are allowed to have more than one life, but Puss not bothering to value or appreciate any one of his out of a foolish belief he'd always have another life to fall back on is what has invoked Death to personally come put the cat in his place, and in the ground. He even tells Puss that he would've recognized him from the start if he hadn't treated his deaths so frivolously.
  The Wolf: Sorry to crash the party with your past lives — or, your past deaths, as I like to call them. (raises his sickle, revealing a Kill Tally of Puss's deaths) I was there to witness ALL of them. Each. Frivolous. End...but you didn't even notice me, because "Puss in Boots laughs in the face of death", right? But you're not laughing now.
  (later)
  The Wolf: Y'know, I'm not a cat person. I find the very idea of nine lives absurd — (points a sickle at Puss, glaring at him) and you didn't value any of them. Sooo, why don't I do us both a favor, and take this last one, now.
  • The Ethical Bug gives one to Jack after witnessing him accidentally killing most of his remaining men and then immediately shrugging it off, declaring him a lost cause. Jack isn't particularly affected, casually agreeing and flicking the Bug away.
  Ethical Bug: That was horrible! Your wish is horrible! YOU'RE HORRIBLE! You're an irredeemable monster!
• Resurrective Immortality: Puss, before he recklessly threw eight of his nine lives away.
• Retcon:
  • Papa Bear and Baby Bear appeared in the first Shrek movie, with Goldilocks and Mama Bear noticeably absent; it's heavily implied that Farquaad had Mama Bear made into a throw rug. Here, all of the three bears are together and presented as a crime family, with Goldilocks as their adopted leader.
  • Subverted with the Wolf. While marketing did call him the Big Bad Wolf, who'd previously shown up as a much more comical character, he's never referred to as such in the film and eventually revealed to be a completely different character, namely Death.
• The Reveal: During their encounter in the Cave of Lost Souls, the Wolf reveals to Puss that he is actually Death himself. Yes. He is unambiguously Death. He makes a point of that. And he's coming after Puss for his arrogance and belief that he was basically untouchable.
• Revision: Puss in Boots (2011) was a prequel to the other Shrek films, so Kitty makes no appearance in them, despite her seemingly starting a relationship with Puss at the end of Puss in Boots. Because this film is a Distant Sequel, it addresses Kitty's absence in those films — Puss and Kitty had a falling-out some time in the past, and the two are surprised and bitter to see each other again. Specifically, Puss's reluctance to truly commit to their marriage and Kitty's trust issues which led to her believing she couldn't be truly loved by someone as egotistic as him led to neither of them showing up at their wedding. They rekindle their relationship and set off to Far Far Away at the end, presumably to reunite with Shrek and company.
• Revisiting the Roots: The film certainly harkens back to the franchise in its heyday for its immense references of fairy tale jargon, pop-culture references, some potshots at its studio's rival company, and its use of profane language the first movie was infamous for.
• Rewatch Bonus:
  • The Wolf's first few lines when he meets Puss has a different meaning when his real nature is revealed and the scene is rewatched.
    Puss: Puss in Boots laughs in the face of death, bounty hunter!
    The Wolf: (removing his hood) So I've heard. [...] Everyone thinks they'll be the one to defeat me. But no one's escaped me yet.
  • In the Cave of Lost Souls, the Wolf says he was there for every one of Puss's deaths. He's not kidding either. During the fight with the giant, a shot panning over a cheering crowd shows the Wolf watching from the shadows.
• Rhymes on a Dime: That's the way The Wolf decides to clarify his true nature - Death itself.
  "And I don't mean it metaphorically, or rhetorically, or poetically, or theoretically - or any other fancy way."
• Rhyming List: Death clarifies that his identity is Not Hyperbole by listing the ways he isn't kidding around, be it metaphorically, rhetorically, poetically or theoretically.
• Rule of Symbolism:
  • Death's tally-marked sickle pretty much spells out how Puss's arrogance and selfishness had led to his own fall. However Puss blocks the sickle's strike using Kitty's knife showing his growth as a person and his acceptance for help, which is what saves his remaining life.
  • The Wolf meets Puss in a bar, the latter drowning his misery in shots (of milk). Puss has already gone through eight shots, and the fight with the Wolf means he doesn't get to finish his last one. Death has come for Puss in Boots because of the reckless, insulting way he blew through his first eight lives and intends to kill him himself before he can live out his ninth.
  • Similarly, an earlier scene shows Death picking up two gold pieces and putting them in front of his eyes before doing an "I see you" taunt directed at Puss. Putting two coins over the eyes of a newly deceased person is often assumed to have been a funeral rite in ancient civilizations, although little archaeological evidence actually supports this. Still, it's a fitting symbol, considering who the Wolf truly is and what his actual motivations are.
  • The Wolf shows himself to be a Blood Knight who relishes combat as well as a Fair-Play Villain who allows his opponents a chance to fairly stand up and fight him head-on one-on-one, using no tricks or deceptions to gain the upper hand, just his raw skills. His fighting style is fairly acrobatic and uses a lot of spins and flips, as well as moving expertly to easily dodge his opponent's attacks. To fight with the wolf is literally to Dance with Death itself. He even summons a personal arena of flames to separate Puss and him from the rest when he shows up for their final encounter on the Wishing Star, their silhouettes seen from outside looking like they're locked in a dance.
  • The Wolf has a Character Tic of twirling his twin sickles together so the edges strike in the middle rhythmically, preforming this multiple times against Puss when fighting him. The spinning blades and the noise give the impression of a clock chiming the hour, emphasizing how Puss's time is running out, as he's being hunted by Death itself. Likewise, when he reveals his Kill Tally of Puss's past lives on the blades, he moves his claw down the circular blade one-by-one as he counts how he was present for every passing, the motion visually similar to a clock's hands counting the seconds.
  • The Wolf is first introduced suddenly sitting besides Puss at the bar, and from his second appearance onwards is presented as appearing out of nowhere to taunt Puss from afar, while gradually getting closer and closer each time. Without his other lives, Death could take Puss at any time without warning, and is creeping ever closer to him with each passing moment.
  • An example unrelated to the Wolf. Jack Horner's search for the Star has his men and resources steadily getting picked off by the hazards protecting the star and his own callousness. Whilst he was introduced in a position of power and feared enough that both the bear crime family and Puss's team had to flee, by the time the Final Battle happens, he's down to a single henchman and treated as an afterthought both before and after the climatic fight with death. As he espoused to the ethical bug, he had a stable and loving childhood growing up, but it wasn't enough for him. By not appreciating the value of what he has, Jack steadily loses it all, culminating in him losing his life and his bakery getting taken over by the bear family, which contrasts against Puss learning to accept the value of what little life remains to him.
  • Puss first loses his sword running away from the Wolf, symbolizing his fear of his own mortality. Right before his final confrontation with the Wolf, who's revealed himself to be Death, Puss accepts his sword and with it his mortality.
• Rule of Three: During Puss's Death Montage, there are three deaths following each other where Puss wanted to show-off with his last word being "Watch!". These include wanting to show that cats always lands on their feet while he was drunk on milk and stepping off a tower, that he doesn't need a spotter while lifting weights and launching himself out of a cannon, thinking it will revolutionize travel.
  • Puss has three encounters with the Wolf before The Reveal learning he is Death. The first is the bar fight which spells out how his morality is on the line, the second is a sudden "I have my eye on you", and the third is right before Puss' panic attack. Albeit the Cave of Lost Souls scene is their fourth encounter, it is the first one that Death fully reveals himself, with the previous being subtle hints and taunts.
• Runaway Groom: At some point following the first film, Puss and Kitty almost married. However, Puss got cold feet and never appeared at the church, causing the friction between the two. Kitty eventually forgives Puss after overhearing him admit to Perrito that he was afraid. She ultimately reveals that she never showed up either — not because she got cold feet and ran away from the ceremony like Puss did, but because she honestly felt like she couldn't compete with Puss's love for himself over her.

S-Z

• Satellite Family Member: Not much is known about Jack Horner's parents. The only thing explained is that after they died, they gave Jack a pie factory to inherit, and Jack subsequently became the greedy Psychopathic Manchild we know today.
• Secret Test of Character: Some of the obstacles that the Dark Forest conjures up to challenge seekers of the Wishing Star are part this and part "Leave Your Quest" Test, each tailor-made to fit the seeker holding the map by giving them what they truly seek all along. When Goldilocks and the Three Bears get their test, Goldilocks initially thinks that it's there to distract her and the bears from finishing the quest, unaware that the map itself is subtly pointing out to her that she doesn't need the Wishing Star to get the happy family she wants; she already has one with the bears. Puss in Boots is later tested when he's trapped with reflections of his past eight lives who all play up Puss's own legend to convince him to abandon his friends and go back to the sad, miserable life of a swashbuckling adventure with no room for other people in his life, which is exactly what Puss needs to have his Heel Realization and turn over a new leaf for real in the ending.
• Sequel Hook: In the final scene, Puss, Kitty, and Perrito sail to the kingdom of Far Far Away to visit "some old friends".
• Sheathe Your Sword: The only way to safely pass through the Pocket full of Posies is to simply sniff the flowers whenever they get too close. They will attack only if they are attacked first. Perrito quickly figures this out and instructs Puss and Kitty to sniff the flowers with him, allowing them to pass through without trouble. When Jack Horner and the Baker's Dozen try to get through by brute force, many of Jack's henchmen are killed by the flowers and Jack is only able to get through by burning the flowers. The flowers still hold them off long enough for the trio to get through two-thirds of the journey.
• Shoo Out the Clowns:
  • The Ethical Bug is introduced partway through the movie to play off of Jack Horner in his scenes, but he gets flicked away before the third act, and doesn't return until the end to give Jack a coup de grâce.
  • Played With for Jack himself during the climax. As the most humorous of the film's villain ensemble, Jack gets trapped in his own Bag of Holding right before Death arrives to claim Puss' life, and he isn't present for the intense duel that follows. Though the conflict seems to be resolved when Death leaves, the now giant-sized Jack suddenly re-emerges as the film's Final Boss, and the ultimate showdown with him is far more comedic in tone than the fight that preceded it.
• Shout-Out: Has its own page.
• Shown Their Work: During Puss's panic attack after the river battle, Perrito puts his head on top of Puss's lap to calm him down. This is a legitimate therapy dog technique called Deep Pressure Therapy (DPT), where a dog puts pressure on a person's body, which helps alleviate stress.
• Single Tear: Puss sheds one at the climax when Death challenges him one last time and the events he's gone through with Kitty and Perrito flash before his eyes, giving him the courage to pick up his sword and fight for his life.
• Sinister Whistling: Whenever the Wolf shows up, it's usually accompanied by an eerie, ominous tune he whistles, one that comes to cause Puss' fur to stand on end in fear. Quite simply, it's a tune that heralds the approach of Death.
• Sir Not-Appearing-in-This-Trailer: Save for a few brief shots, Jack Horner isn't shown in any of the main trailers, and is also not present on any of the posters.
• Small Reference Pools: Invoked. The reason why Jack Horner is a villain is that his nursery rhyme is more obscure than other ones featured in the movie (represented in-universe by his traveling show being upstaged by Pinocchio). The Serpent Sisters poke fun at this during Jack's introductory scene, leading him to declare That Man Is Dead. He wants the Wishing Star because he's annoyed at how mundane and unpopular he is, and he's stolen a bunch of items from more famous fairy tales as a means to that end.
• Source Music: Combined with Mickey Mousing. During the opening sequence, a band is playing the background music the entire time, and as Puss fights the Governor's men, the sword clashes are in time with the music. When the giant shows up, he even orders the band to double the tempo to provide fitting background music.
• Squashed Flat: At least two of Puss's deaths in the trailer had him getting crushed to death, one by a sumo wrestler and the other by a bell. Only the latter is in the film proper.
• Staggered Zoom: Happens when Puss sees the Wolf in the crowd after escaping Jack Horner.
• Stealing from Thieves: Puss, Kitty and Goldilocks and the three bears all aim to get the map leading to the Wishing Star from "Big" Jack Horner, who himself is a feared crime lord that obtained the map from two thieves who said they had to murder quite a lot of people to steal it.
  Papa Bear: Them cats stole the stolen map we stole, and we ended up with diddly-squat — nothing.
• Steal the Surroundings: Jack Horner couldn't release Excalibur in the Stone so he took the stone along with the sword, combining them into a makeshift hammer.
• Stealth Pun:
  • Puss's first on-screen death is getting crushed by a bell as it tolls. It was on its eighth toll in fact.
  • The Wolf's calling card is a whistle.
  • A rather dark one has Puss develop a fear of confronting the Wolf when he so much as cuts the fur above his eye, the closest anyone's ever come to injuring him. Later, it's revealed that the Wolf is (no hyperbole) Death itself. So Puss had a close shave with death.
  • Like Malthael, The Wolf is armed with 2 shotels, which he uses to utterly break Puss' Showy Invincible Hero persona. Since shotels are anti-cavalry weapons, Puss gets knocked off his high horse.
  • The Cave of Lost Souls is full of reflective crystals where Puss talks with his old lives. It is also where he realizes what kind of life he was living before. He engaged in self-reflection.
  • After capturing Perrito, Goldilocks and the Three Bears build a giant bear trap in an attempt to use him as a lure for Puss and Kitty. It's just that instead of being made to capture bears, it was one made by bears.
• The Stinger: A small one. After the credits, Puss's voice is heard saying with a laugh, "Oh, you're still here?", after which the DreamWorks closing logo (or the dubbing credits internationally) fades in.
• Stock Footage: Puss riding his horse in the sunset from his origin can be seen via Thought Bubble after Perrito asks what Puss's story is.
• Strange Minds Think Alike: Kitty and Jack Horner both mistake Perrito's attempt at a "cute" face for him having a hernia.
• Sword Drag: Twice the Wolf drags the blades of his sickles along the ground while walking menacingly towards Puss, as a way to intimidate him.
• Sympathetic Villain, Despicable Villain:
  • Of the three main antagonists in the film, Goldilocks and the Three Bears qualify as the most sympathetic of the villains with their motives and personalities, as well as having a subplot dedicated to them which highlights their inherent goodness. Meanwhile, Big Jack Horner is evil and loving it, motivated purely by selfish desires, to the point where he flagrantly takes being called an irredeemable monster in stride and literally throws off his Conscience.
  • Their respective motivations for the wish also illustrate this. Goldilocks wants, what she considers, a real, human family. She only reveals this in a moment of anger to her bear family, and although they are hurt, they love Goldie so much they will get what she wants. Jack Horner, on the other hand, just wants all the magic in the world for himself.
  • Meanwhile, The Big Bad Wolf (a.k.a. Death) fits somewhere in between, disguising as a bounty hunter while trying to get Puss to appreciate the lives that he had wasted.
• Take That!: The Ethical Bug makes multiple attempts to steer Jack Horner from the path of evil, only to eventually give up when they fail and brand him an "irredeemable monster", which Jack gleefully acknowledges. This is likely a knock at the trend in kids' movies of the time to have a villain redemption arc, and in particular Disney's attempts to make their newer villains more sympathetic or even outright misunderstood (such as in Cruella and Maleficent). It's reinforced by the Ethical Bug being a clear Expy of Jiminy Cricket.
• Tempting Fate:
  • The whole opening song, "Fearless Hero", has Puss bragging about how he gladly gambles with his life, pretty much acting as a Theme Song Reveal for the film's major themes and Puss's character arc.
  • During the aforementioned song, Puss brags that he has never been touched by a blade. Puss later gets a cut on his forehead during his first encounter with the Wolf, finally making him realize the serious danger that he's now in.
  • After defeating the giant, Puss is about to sing a song titled "The Legend Will Never Die" when he's crushed by the bell.
• That Man Is Dead: At his castle, Jack Horner declares that his former pathetic self as a baker's boy is a thing of the past.
  "Little Jack's dead! I'm Big Jack Horner."
• That Poor Cat: A variant with a cutaway rather than the event being offscreen. In Puss's Death Montage early in the movie, two of the deaths (the second one where he gets mauled by dogs whom he cheated in a poker game, and the fourth one where he gets crushed by a barbell after insisting that he doesn't need a spotter) have the scene cut away before the actual killing is shown, with the stock cat yowl associated with this trope being heard when the number card is displayed.
• Thermometer Gag: While examining Puss' health after his eighth death, the village doctor performs a routine checkup and tries to stick a thermometer exactly where you think he would before Puss dissuades him.
• Third-Act Misunderstanding:
  • Played with for Kitty and Puss. Due to poor communication, Kitty thinks Puss stole the last wish as a last-minute double cross, when Puss is actually trying to use the wish to avoid Death. Due to the arena, Kitty doesn't leave, and realizes that when Puss said "Death is after me", he was being literal (following the fight between Puss and Death). Thankfully, at this point, Puss shows he doesn't actually care about the wish itself now that he's come to terms with his mortality, and this restores Kitty's faith in Puss and mends their relationship.
  • Averted with Goldilocks and the Three Bears. Despite revealing she's been using them to get the wish and use it to get her "proper family", Mama Bear decides to help Goldilocks anyways and gets Papa and Baby to help. Ultimately, Goldilocks doesn't use the wish for this purpose, and hugs Mama Bear after the climax, realizing her "proper family" was here all along.
  • Played straight with Jack Horner and The Cricket. The Cricket genuinely tries to change Jack's attitude, and realizes that there is no doing so. Jack isn't a good person whatsoever, and Jack flicks him off his shoulder and mocks him. Thanks to this, The Cricket ruins Jack's chance at the wish and Jack pays with his life.
• Title Drop: The film's subtitle gets dropped by Jack in the climax when he gets his hands on the map in a Near-Villain Victory moment.
  Jack: The last wish. It's mine!
• Toilet Teleportation: Puss escapes the Wolf during their initial confrontation via the latrine pipe.
• Too Dumb to Live:
  • As shown from his Death Montage, Puss's 8 deaths were completely avoidable if he wasn't arrogant and he had the common sense of not doing something reckless with predictable results. This is why Death wants to cut out the middle man and take Puss's last life personally.
  • One of the Serpent Sisters learns the hard way why not to push one of Jack Horner's Berserk Buttons.
• Took a Level in Badass: Since The Last Wish chronologically takes place after both Puss In Boots and the Shrek tetralogy, Puss's sword skills are magnified: the beginning of The Last Wish has him skillfully take down the governor and his men, plus a freaking sleeping giant. Notably, Puss's usual Butt-Monkey status here happens outside of his fights and his fear of death impedes him for most of the film.
• Travel Montage: As Puss, Kitty, and Perrito ride in the direction of the Dark Forest, the film shows a montage in which Goldilocks and the Three Bears and Jack Horner track them down, showing all the main characters that are searching for the Wishing Star.
• Triumphant Reprise: After Death learns Puss has accepted the true value of his life and death, the former tells the latter to live his life, and exits the scene whistling his trademark theme, this time in a higher pitch.
• Trophy Room: Jack Horner has one in his castle holding a collection of various Public Domain Artifacts from other fairy tales.
• Truth in Television:
  • One of Puss's deaths in his Death Montage is from an allergic reaction to shellfish. Interestingly, it really is possible for cats to have mild to severe allergies to shellfish.
  • The doctor Puss sees after his latest death boasts that he is also the town barber, among other things. It was actually a common practice in the Middle Ages for town barbers to perform surgeries and dental work, in addition to cutting hair (in fact, the red on a barber pole is to indicate bloodied bandages).
  • Puss coming across the Wolf, someone who genuinely wants to kill him — and clearly has the capability to do so — shakes him to the point that he begins suffering from realistic PTSD symptoms. He sees the Wolf's silhouette in innocuous objects, his vision goes blurry and his hearing fades away, and at one point he collapses while hyperventilating. He's only able to calm down once Perrito finds him and gives him a Cooldown Hug, utilizing a real therapy technique (Deep Pressure Therapy) to ground him back in reality.
• Unflinching Faith in the Brakes: Puss wittingly turns his back on the Sleeping Giant of Del Mar who falls over and slides towards him from behind.
• Unspoken Plan Guarantee: Everyone is very careful to not mention what they plan to use their wish for, citing "Birthday wish rules" and believing if they mention what their plan is, they won't be the one to get the wish. They all tell someone else their desire, and true to "Birthday wish rules" none of them gets a wish.
• Unusually Uninteresting Sight: Mama Luna doesn't really react to Puss's human-like behavior (such as cooking his own meals) other than simply spraying him with a water bottle and telling him that's not what a cat does.
• Villain Has a Point: Death is right that Puss has been treating his own life with little value, recklessly squandering eight out of his total nine, and he is justifiably annoyed at Puss for cultivating a reputation for "laughing in the face of death" and trying to wish for more lives so that he can repeat the cycle. During the confrontation on the Wishing Star, Puss tells Death that he understands the life he has is valuable, and he will fight for his life, which earns Death's respect and removes his reason for trying to kill Puss himself.
• Villainous Breakdown: Downplayed. In the climax, after it has become clear to him that Puss isn’t afraid of him anymore, the Wolf turns around from their confrontation and starts throwing a tantrum because he has encountered the first soul who overcame the fear of death and isn't facing the same feline from before. After letting it all out, he collects himself and gains a Villain Respect for Puss.
• Vocal Evolution: Since it's been eleven years since the first film, Puss and Kitty both sound much older.
• Volleying Insults: As the Three Bears Crime Family set a trap for Puss and Kitty, Goldilocks and Baby Bear get into a heated competition of insults towards each other after the latter wanted to pet Perrito with his teeth.
  Goldi: Stop thinkin' about your belly, Baby. In fact, stop thinkin', period; you’ll just hurt yourself, you muppet.
  Baby Bear: And why would I listen to a porridge-stealing orphan like you? You’re not even a bear.
  Goldi: I’m more of a bear than you are.
  Baby: You’re nothing but a low-rent Cinderella.
  Goldi: Well, that’s rich comin' from you, Baby, ’cause you know what you are? You’re a daft, fat, slow-thinking, no-reading, Lyme-diseased, flea-ridden dingleberry bear!
  Baby Bear: I haven’t got dingleberries!
  Papa Bear: No, ya do, ya do have ’em.
• Walk-In Chime-In: A rather chilling one occurs when Puss gets annoyed with his past lives in the Cave of Lost Souls and turns to leave.
  Puss' Past Life: Oh, you think you are better than us? Without us, you will always live a life of—
  Wolf: Fear.
• "Wanted!" Poster:
  • Every major character's introduction shows their own Wanted poster (although, in Perrito's case, it's an unwanted poster.) The sole exception is the Wolf, who instead appears out of nowhere without ever introducing himself. It later becomes clear why he doesn't have a Wanted poster of his own.
  • The Wolf also slides a Wanted poster of Puss over to him in his introductory scene, asking him to give an autograph... specifying to sign on the "dead" part of "dead or alive".
• Wants Versus Needs: With the MacGuffin being a star that grants any wish, all of the parties involved are trying to get to the star because there is something they want out of it under the assumption that it will somehow fix their flawed lives.
  • Puss in Boots goes after the star to wish for more lives out of a sense of self-preservation. He's on his last life, and with the Wolf — an enemy that could actually kill him for good — on his tail, Puss sees the wishing star as a method of survival. By the end of the story, his Character Development had led to him deciding that his one last life is worth fighting for. Seeing him humbled, The Wolf leaves him be.
  • After Puss left her at the altar, Kitty Softpaws went back to being a cynical, backstabbing thief because she feels like she has no one she could trust. Because of that, she wants to wish that there was someone she could trust. On their way to the wish, she grows to trust Puss and Perrito.
  • The Wolf — revealed to be The Grim Reaper — doesn't want the wish, but is simply out to kill Puss because he took his first eight lives for granted. After spending the whole movie putting the fear of Go into Puss, this ironically helped Puss along in his Character Development. By the time the Wolf has an opening, he begrudgingly lets Puss live (for now) because he has learned to value the one life he has left.
  • The Three Bears think that Goldilocks has a wish in mind that will make them all rich and prosperous as a crime family, but Goldi wants to use the wish for a human family. By the end of the movie, she gives up the wish to save her family and whether she's a human or a bear, the Three Bears are her family. Not only that, but with Jack Horner dead, that leaves an Evil Power Vacuum and a massive baking's empire for them to take over.
  • While not a Tragic Villain, "Big" Jack Horner falls under the more tragic end of the trope; he was born and raised in a stable home with all the wealth and stability he could ever need or want, but he's jealous that he's nothing more than a footnote in a nursery rhyme while there are other more impressive fairy tale creatures with magic at their disposal. With the wish, he could have all the magic he could ever want, as in he would have all of the magic in the world to himself and he would become a god. After the other characters resolve their issues and decide not to use the wish, they all work together to ensure that he doesn't get his wish because of the threat he would pose if he got it.
• We All Die Someday: The plot is triggered by Puss running from the inevitability of his death (quite literally, in the form of the Wolf) and by his search for a way to get his eight lost lives back. At one point, he confronts representations of his past lives encouraging him go back to his carelessness and love for worldly fame. This trope doesn't kick in however until near the end, when he accepts his mortality and truly abandons his fear of death, choosing to treasure the one life he has left.
• We Have Reserves: Big Jack Horner carelessly fires into his own minions and risks their lives to save him inconvenience, and over the course of the film, the number of the Baker's Dozen dwindles to zero. When the Ethical Bug calls him out on it, he explains that he has an arsenal of magical weapons and is not concerned about manpower.
• We Will Meet Again: After his final duel with Puss, who declares that he won't stop fighting for the final life he has, Death admits his (temporary) defeat and decides to let him live out said final life, but warns Puss that they'll meet again. As a sign of character growth, Puss acknowledges this:
  Puss: Sí. Hasta la muerte.^note Of course, see you in death.
• Wham Line: Multiple.
  • Puss tells Perrito why he and Kitty have become estranged.
    Puss: Kitty will never trust me again. Not after Santa Coloma.
    Perrito: But that was just one bad heist!
    Puss: Santa Coloma wasn't a heist, Perrito. It was a church. With a priest, with guests, and Kitty...everything...but me. I ran away then, too.
    Perrito: Oh. Oh... OH! You left her at the altar?!
  • The Wolf reveals why he's hunting Puss down.
    The Wolf: I was there to witness ALL of them [Puss' deaths]. Each. Frivolous. End. But you didn't even notice me, because "Puss in Boots laughs in the face of death", right? But you're not laughing now.
    Puss: You are no bounty hunter. You are...
    The Wolf: Death. And I don't mean it metaphorically, or rhetorically, or poetically, or theoretically, or in any other fancy way. I'm Death. STRAIGHT. UP. And I have come for you, Puss in Boots!
  • At the end of the film:
    Perrito: Where are we headed, anyways?
    Puss: Off to find new adventures, and to see some old friends.
• Wham Shot:
  • During his first duel with the Wolf, Puss gets nicked on the forehead. The shot of Puss wide-eyed, panicking with his back against the wall, with a single drop of blood dripping down his forehead, sets the Darker and Edgier tone of the film, especially the threat the Wolf presents.
  • In the Cave of Lost Souls, the Wolf shows Puss that he has a Kill Tally of his deaths engraved on his sickles, just before he reveals that he’s Death himself.
  • A positive example occurs at the very end of the film as a Sequel Hook. After hijacking a ship, Perrito asks where they're going. Puss replies that the three are headed to new adventures and to see some old friends. As he says this, the camera pans over to reveal that they're heading straight towards Far Far Away, while the iconic Shrek theme plays.
• What Happened to the Mouse?:
  • We never hear what became of Mama Luna after Goldilocks and her family ransacked her house.
  • It's not shown what happens to the Giant of Del Mar after Puss defeats it (though the fact that the Giant is no longer there when Goldi and the Bears arrive at Del Mar may mean the townsfolk dragged it back into the woods).
• Window Love: Puss and Kitty briefly press their paws together on either side of a crystal barrier when Puss is trapped in the Cave of Lost Souls and Kitty is on the outside.
• Wingding Eyes: Justified. Whenever a new user reads the magic map, their pupils turn into stars for a brief moment signifying that the Dark Forest will transform into their own unique path.
• Wish Upon a Shooting Star: The main plot of the movie is triggered by a Wishing Star falling to Earth. Puss wants to find it so he can regain his lost eight lives, Jack Horner is after it to gain control of all the magic in the world, Kitty is after it to wish for someone she can trust, and Goldilocks, despite leading the Three Bears to believe she'll use the Star to make them all rich, is after it to wish for a real family.
• The Worf Effect: Puss is a very capable swordsman and adventurer, and easily defeats the Giant of Del Mar in the first scenes of the movie. The way he is utterly defeated by the Wolf and overwhelmed by a fear he never felt in his lives shows how strong the new antagonist is. Subverted after The Reveal, as due to the very nature of Death nobody can truly defeat him, only delay the inevitable.
• Would You Like to Hear How They Died?: Played for Laughs. The Serpent Sisters giddily try to tell Jack how they've done a lot of murder to steal the map, but Jack shuts them up.
• You Monster!: The Ethical Bug calls Jack Horner an "irredeemable monster" after learning what his wish is and seeing him let most of his men fall to their deaths. Jack's only reply is to call the Bug an idiot for not realizing that sooner.
• Your Makeup Is Running: During his own funeral, Puss tries to do a reprise of his "I Am Great!" Song, but then he starts blubbering in despair while eyeliner runs down his face.

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Star light, star bright,
First star I see tonight,
I wish I may, I wish I might,
Have this wish I wish tonight...

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