Western Animation / Shrek 2

Not so far, far away...^note  Clockwise from top center: Fairy Godmother, Queen Lillian, King Harold, Princess Fiona, Donkey, Shrek, Gingy, Puss in Boots, and Prince Charming.

"Dearest Princess Fiona, you are hereby summoned to the Kingdom of Far Far Away for a royal ball in celebration of your marriage. At which time, the King will bestow his royal blessing upon you and your... (looks up at Shrek) ...Prince Charming. Love, the King and Queen of Far Far Away, a.k.a. Mom and Dad."

— Royal messenger

Shrek 2 was the inevitable 2004 sequel to the DreamWorks Animation Breakthrough Hit Shrek.

It follows ogres Shrek (Mike Myers) and Fiona (Cameron Diaz), now a happily married couple, enjoying their honeymoon. Everything is just 'fine... until the time comes to Meet the In-Laws. The new couple is summoned by Fiona's parents, rulers of the kingdom of Far Far Away, who wish to celebrate their daughter's marriage. Of course, Donkey (Eddie Murphy) is along for the ride.

Fiona's parents — King Harold (John Cleese) and Queen Lillian (Julie Andrews) — are shocked to learn that their daughter has been transformed permanently into her ogre form and that she married an ogre to boot. Though they try to accept their daughter's wishes as best they can, King Harold made a deal with Fiona's Fairy Godmother (Jennifer Saunders) a long time ago that Fiona would marry her son, Prince Charming (Rupert Everett), in order to give everyone involved their own happily ever afters. With the patience of the Godmother wearing thin, a desperate Harold hires a hitman, Puss in Boots (Antonio Banderas), to get rid of the ogre and fix the fairy tale gone wrong.

The film was a huge financial success, being the highest-grossing film to date for both DreamWorks Animation and its former parent company DreamWorks Pictures, the highest-grossing film of 2004, and the highest grossing animated film at the time of its release (before being surpassed by Pixar's Toy Story 3 six years later in 2010); it held an iron grip on the corresponding North American record for twelve years before finally being surpassed by Finding Dory. It was also critically acclaimed, with many crediting the film for surpassing the original in quality. It was followed by Shrek the Third; released in 2007, and Shrek Forever After; released in 2010. Puss, meanwhile, received a self-titled prequel in 2011, which itself got a sequel (set sometime after Forever After) in 2022.

Previews: Trailer #1, Trailer #2

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Shrek 2 provides examples of:

Tropes A-M

• Accidental Adultery: While Shrek and Fiona are making out on the beach, the tide sweeps her away, and Shrek ends up kissing a red haired mermaid instead. Fiona proceeds to drag her off Shrek and throw her into the ocean, where she is eaten by sharks. Shrek is, wisely, remorseful.
• Acrofatic: Shrek was fairly nimble for someone of his build in the first film, but in the factory escape scene of the second, he steps it up with an impressive one-handed cartwheel- performed whilst holding Donkey under his arm and dodging a rain of fire from Automatic Crossbows.
• Actor Allusion:
  • Puss, played by Antonio Banderas, is Zorro as a cat - right down to the trademark letter-carved-on-a-tree.
  • The scene where Puss first attacks Shrek. Once again, a character played by Mike Myers gets jumped by a Pint-Sized Powerhouse.
  • King Harold makes an excuse about his old "crusade wound" acting up. As Basil Fawlty, John Cleese was known for making similar claims about a shrapnel injury he suffered during the Korean War.
    • Surely, 'twas only a flesh wound?
    • This also isn't the first time that Cleese has played a frog in an animated film.
• Agony of the Feet: Shrek, having found the Fairy Godmother's card and needing a tear to call her, tries to get Donkey to think of his saddest memory. This doesn't work, making Donkey indignant more than anything, and Shrek spelling out what he needs from Donkey is dismissed as him projecting. Cue Puss gleefully stomping on Donkey's hoof.
• Ain't Too Proud to Beg: Fiona's parents beg for her to stay after she announces her intention to leave Far Far Away.
• All Myths Are True: A franchise staple, wherein all manners of fairy tale folk exist. Supporting characters include Puss in Boots, The Gingerbread Man, Pinocchio, The Three Little Pigs, The Big Bad Wolf, and the Three Blind Mice, among a slew of background characters also from popular fairy tales.
• Altar Diplomacy: Prince Charming wants to marry Fiona solely to become King of Far Far Away.
• Ambiguously Gay: Prince Charming. Being voiced by the openly gay Rupert Everett doesn't help. There is a huge Parental Bonus in the scene where he talks to his mother about his reluctance to marry Fiona. Apparently, he is not interested in women at all...
• Animal Reaction Shot: Arriving in Far Far Away, Princess Fiona and her new husband are welcomed by a crowd, notably with the release of a flock of doves. Getting out of the carriage reveals they are a pair of ogres, though, inspiring everybody to gasp and gawk... including one of the doves, who is so distracted it hits a wall.
• Annoying Background Event: During the carriage ride to Far Far Away, Donkey makes himself useful by making popping noises with his lips once he gets bored of asking Are We There Yet?.
• Arc Words: "Happily ever after".
• Are We There Yet?: Donkey, relentlessly, during the trip to Far Far Away.
  Shrek: The Kingdom of Far, Far Away, Donkey? That's where we're going! Far... FAR... away.
• Arranged Marriage: It's implied that Prince Charming and Fiona were betrothed as a way of paying back Fairy Godmother for turning Harold into a human so he could marry Lillian.
• Art Evolution: The difference in animation quality between this movie and the previous one is like night and day. The backgrounds are prettier, the lighting and particle effects are way more dynamic, the characters are much more fluid and expressive, Shrek looks less rubbery, and the humans- especially Fiona- toe the uncanny valley far less.
• Artistic License – Music: The awesome rendition of "Holding Out For a Hero" falls to this. It's in G minor, not C minor as the Fairy Godmother calls for the pianist to play in.
• Ascended Extra: The fairy tale creatures play a much larger role in this movie, being the ones to break Shrek, Donkey, and Puss out of prison and help them in stopping the Godmother's plan.
• At Least I Admit It: The Fairy Godmother confronts Harold for not giving his daughter the love potion-infused tea. He doesn't bother hiding it.
• Badass Army: All things considered, the guards protecting the Far Far Away castle are extremely competent and professional, considering they try to take down a castle-sized gingerbread man with nothing but a barrel of warm milk they were saving for a special occasion. On top of that, even when things look grim, not once do they try to abandon their posts.
• Bad Guy Bar: The Poison Apple, the seedy tavern where Harold goes to hire Puss in Boots. An Ugly Stepsister is the bartender, Captain Hook plays piano, and a sign says "We Reserve the Right to Behead Anyone." A later scene even has a sign advertising their Unhappy Hour.
• Bait-and-Switch:
  • The Fairy Godmother brings Harold for a flying coach ride to discuss how unhappy she is about Fiona not being with her son Prince Charming. When Harold accuses Charming of not being fast enough, she demands that they stop the car and tells the king he's pushed her to do something she really doesn't want to do. At first, you wonder if she's going to have Harold killed... only to see they've pulled into the drive-thru for Friar's Fat Boy.
  Fairy Godmother: My diet is ruined! I hope you're happy.
  • The Fairy Godmother threatening King Harold by talking about how she made his "Happily Ever After" possible is staged to imply that she gave him a Love Potion, which he then used on Queen Lillian. What she actually did was turn him from a frog into a human.
  • When Harold brings two cups of tea, one of which is spiked with the Love Potion, he frantically stops her from drinking one of them. Charming later kisses Fiona, and it seems that all hope is lost as the potion takes effect. Fiona tenderly reaches for Charming's face, then headbutts him unconscious, revealing that the cup Harold stopped her from taking was the one with the potion in it.
  • When Shrek, Puss, and Donkey travel to the Fairy Godmother's place, they're walking through picturesque woods and come to a stop in front of a small quaint fairy-tale cottage in the woods. Then the camera pulls back to reveal that the cottage (and the woods) are placed directly in front of a gigantic industrial factory complex, complete with belching smokestacks.
• Bait-and-Switch Character Intro: Puss is introduced in a darkened room, with only his eyes and boots visible, making him look much bigger (but no less fierce) than he turns out to be in daylight.
• Became Their Own Antithesis: Shrek becomes extremely annoyed by Donkey's constantly asking "are we there yet?", and tells him to stop, but eventually yells the phrase himself when Donkey pushes him over the edge.
• Berserk Button: Messing with Gingy's gumdrop buttons sets him off. This is a Call-Back to the first film.
• Big Damn Kiss: Double Subverted. Since "True Love's Kiss" is what makes Shrek and Fiona's ogre-to-human transformation permanent, them abstaining and letting the potion wear off has the same effect as a big, romantic kiss.
• Big "NO!":
  • From Shrek early on in the film during the trip to Far Far Away.
  • From Shrek and Gingy when Mongo falls into a moat. In slow motion, yet.
  • Shrek after Charming kisses Fiona, as he thinks she will fall in love with him due to the love potion. To Shrek's joy and relief, Fiona headbutts Charming out cold and reveals she never drank the love potion.
• Big "SHUT UP!": Parodied in the prison cell scene:
  Stallion Donkey: I have the right to remain silent!
  Human Shrek: Donkey, you have the right to remain silent. What you lack is the capacity.
• Bilingual Bonus: Puss in Boots curses in Spanish after falling off of Donkey in his stallion form.
  Puss: ¡Hey tu, pedazo de carne con patas, ¿Como te atreves a hacerme esto? ^note  approximately: Hey, you meatbag with legs, how dare you do this to me?
• Bitch in Sheep's Clothing: Fairy Godmother. Comes off as sweet and kind, but is really quite nasty, only helping others so she can extort them later. This is what she did to Harold, only helping him change from a frog to a human so she could use his high position to give her and her son absolute power.
• Bland-Name Product: Far Far Away houses establishments of the coffee shop Farbucks Coffee, the series' counterpart to the real world's Starbucks Coffee.
• Blatant Lies: At the climax when it's revealed that Fiona never drank the Love Potion, Fairy Godmother lashes out at Harold for not giving it to her as they planned. Harold sarcastically responds that he must've given her the wrong tea, but his defiant expression makes it clear it was on purpose.
• Bowdlerisation:
  • Harold's remark about a "crusade wound" is dubbed over as "hunting wound" in some international releases and television airings.
  • The film's UK release edits out the split-second shot where Fiona headbutts Charming, making it ambiguous how she knocked him unconscious.
  • When Fairy Godmother rants at Harold over Fiona marrying Shrek, she says "Some gender-confused" wolf told Prince Charming about her marriage. In the modern cuts, the word "gender" was cut from the sentence so she says "Some confused wolf" instead. This most likely was corrected to avoid offending the LGBTQ+ community.
• Brainwashed Bride: Subverted. Fairy Godmother blackmails King Harold into slipping a Love Potion into Fiona's tea so that when she is kissed by Prince Charming (who pretends to be a human-turned Shrek), she will permanently fall in love with him. But when Charming does kiss her, Fiona responds with a headbutt — Harold smugly "guesses" that he "gave her the wrong tea."
• Brick Joke: One of the reasons Fiona suspects "Shrek" is that he knows how to dance. In the epilogue, the real Shrek actually dances quite well with Lillian.
• Bridal Carry: Shrek does this at the beginning of the film, carrying Fiona over the threshold of their honeymoon cottage. He does this again when they return home, only to be interrupted by Donkey in the living room singing "One Is The Loneliest Number".
• Broken Record: Fiona’s childhood diary, which Shrek finds and mentally reads in her voice, eventually becomes page after page of the phrase "Mrs. Fiona Charming".
• Calling the Old Man Out:
  • During the dinner scene, Harold accuses Shrek of wanting to eat his own children. Shrek then points out that Harold is awful for having locked Fiona in a tower.
  Harold: I only did that because I love her!
  Shrek: Oh, aye! Daycare or dragon-guarded castle?
  Harold: You wouldn't understand! You're not her father!
  • The day after, when Harold brings up how it's probably in Shrek's nature to act like a brute, Fiona rightfully calls Harold out on how his behavior wasn't that great either.
• The Cavalry Arrives Late: Charming had everything lined up to get exactly what he wanted. If only he'd arrived a little earlier...
• Celebrity Cameo: Joan Rivers appears as herself ^note Dubbed over by English presenter Kate Thornton in the film's UK release at the ball, and Simon Cowell appears as himself in the "Far Far Away Idol" short.
• Changing Yourself for Love: After arriving to Far Far Away's kingdom where Fiona's parents live, she and Shrek argue about being more flexible with her parents, where Fiona ends with "I've made changes for you, Shrek. Think about that." Later, Shrek sneaks into Fairy Godmother's factory and steals the "Happily Ever After" potion since he thought she deserved a human husband.
• Chaotic Car Ride: During the carriage ride to the kingdom of Far Far Away, Shrek and Donkey drive each other nuts due to the former getting bored and impatient. Shrek mocks Donkey by repeating everything he says and Donkey takes to smacking his lips to annoy Shrek for his own entertainment. To say both are relieved when they finally reach their destination is an understatement.
• Chekhov's Gun: The card that Shrek snatches from Fairy Godmother, and later the love potion.
• Chekhov's Gunman:
  • The fairy tale creatures are shown looking after Shrek's house very early on in the movie. Later on, they find out Shrek is in trouble, and end up rescuing him.
  • The Muffin Man was brought up early on in the first Shrek movie as part of a throwaway gag. During the endgame of Shrek 2, the Muffin Man appears in person to help Shrek and company Storm the Castle by creating Mongo, the giant gingerbread man.
    Shrek: Do you still know the Muffin Man?
    Gingy: Well sure, he's down on Drury Lane. Why?
    Shrek: Because we're gonna need flour. Lots and lots of flour.
• Chekhov's Skill: Puss' cute face, initially used to befriend Shrek, is put to great effect during the climax where it's used to distract the guards so Shrek and Donkey can save Fiona.
• City Shout Outs: At the "Red Carpet"-styled royal ball, the Fairy Godmother lets fly with "Hello, Far, Far Away!" while stepping out of her flying transportation.
• Comedic Sociopathy:
  • The opening montage is quite sweet and funny. But during the parody of From Here to Eternity, Shrek unintentionally ends up frolicking with a lookalike of Ariel. Fiona's response is to throw Ariel back into the sea, where she is devoured by sharks. Neither ogre shows much concern about this; Shrek just shows remorse at the act of Accidental Adultery.
  • Immediately following that scene, the newlyweds enjoy a mud bath... illuminated by the glow of several fairies trapped in jars. To add insult to injury, Shrek and Fiona playfully begin farting, much to the discomfort of the contained fairies.
• Continuity Nod: The film opens much as the original one does, with someone narrating Fiona's story in an illustrated book... only this time, the narrator isn't Shrek but Prince Charming.
• Copycat Mockery: On the way to Far Far Away, Shrek, bored of Donkey's antics, starts repeating everything he says to annoy him.
• Crazy-Prepared: The defenders of Far Far Away's castle walls have a large supply of milk they can use to dump on invaders rather than the usual boiling oil. You'd think they were actually expecting to fight a gigantic gingerbread man, because that system doesn't really have much use otherwise. Justified that they live in a world where All Myths Are True and is a Fairy Tale Free-for-All, so it pays to have contingencies for anything.
• Cringe Comedy: The dinner scene is hilariously awkward, with Shrek committing various faux pas to King Harold's growing irritation.
• Crowd Surfing: Shrek attempts to crowd surf during the ending song sequence. Knowing how heavy Shrek is, the crowd moves out of the way and he ends up crushing a Bichon Frise puppy.
• Cultural Translation: In the original version, the receptionist in Fairy Godmother's factory complains that the workers there don't even get dental. In Denmark (and most other European countries), hardly any workplaces have health plans as a benefit (probably because healthcare is government-paid through taxes, though dental treatment does have a rather significant user charge), so in the Danish dub he instead complains that he doesn't have a company car.
• Cute Approaches Camera: Pairs up nicely with Puss' secret attack.
• Cuteness Proximity: Invoked intentionally by Puss as his ultimate weapon, used to devastating effect through Puppy-Dog Eyes.
• Cyclops: The bouncer at the Poison Apple.
• Dance Party Ending: After the climax, everyone starts dancing to Donkey and Puss in Boots singing "Livin' la Vida Loca".
  Puss: HEY! Isn't we supposed to be having a FIESTA?
• Dating What Daddy Hates: A variation. This is more like "Married to What Daddy Hates", as it's clear at first that King Harold disapproves of having Shrek as a son-in-law. He warms up to the idea by the end when he sees that Fiona is unhappy without Shrek. Since he just wants her to be happy, he accepts Shrek and refuses to go along with the Fairy Godmother's plan to wed Fiona to Charming.
• Dead Hat Shot: When the Fairy Godmother gets hit by her own magic zap after King Harold deflects it back at her, all that remains of her when she is reduced to bubbles is her glasses and wand.
• Death Glare: Harold starts off the dinner scene giving Shrek the stink eye, and before long both Shrek and Harold are glaring daggers at each other. They don't break eye contact as they get up and each try to take the pig in the center of the table.
• Defeat Means Friendship: Puss in Boots is hired by the King to assassinate Shrek. Unlike his fairy tale counterpart, he does not rely on trickery, opting instead for an all-out attack- which is interrupted by a hairball, leaving Puss vulnerable. Shrek and Donkey spare him, and the grateful Puss decides he owes the ogre a life debt. Although there is some tension from Donkey, who seems nervous that the cat is taking his place as "annoying talking animal", the three eventually become close friends and allies.
• Demoted to Extra: Dragon only appears in the post-credits scene of the movie, to reveal her and Donkey's new babies, the Dronkies. This demotion is rescinded in the next film.
• Desperate Object Catch: After Puss pulls the Happily Ever After potion from its containment, he loses his grip, causing it to fly through the air. Just before it hits the ground, Donkey manages to catch it in his mouth.
  Shrek: Nice catch, Donkey!
  Puss: Finally! A good use for your mouth.
• Didn't Think This Through:
  • Fiona is now fully comfortable with her new appearance, and believes that her parents will be perfectly accepting of both her and her new husband. Shrek is dubious, and he's proven absolutely right when the people of Far Far Away react with shock, horror and disgust as the pair step out of their carriage at journey's end.
  • When Harold makes his deal with Fairy Godmother, he fails to consider that Fiona might not actually want to be with Prince Charming, and that he would love his child too much to force her to wed against her will. He even laughs at how absurd it was for him to think he could force someone to fall in love.
  • When Fairy Godmother realizes that Shrek's taken the Happily Ever After potion, she and Prince Charming deceive Fiona into thinking Charming is the human Shrek, believing Fiona will easily accept him as her transformed husband. Except Charming does a terrible job of pretending to be Shrek. While Fiona doesn't find out about the deception until the climax, she's completely put off by his arrogance and showboating, rightly pointing out 'that's not the man I fell in love with'. The villains have to fall back on slipping her a love potion to try and salvage the situation.
• Diegetic Switch: The Fairy Godmother sings "Holding Out For A Hero" for Fiona and Charming... which becomes the background music for Shrek, Donkey, and Puss Storming the Castle.
• Does This Remind You of Anything?: King Harold is visibly horrified at the possibility of having to give Fiona a love potion. It's basically portrayed as if she's asking him to give his daughter a date rape drug.
• Dope Slap: When the heralds show up to deliver an invitation to Shrek and Fiona to see Fiona's parents, one herald named Reggie keeps trumpeting after the others stopped, so the lead herald hits his rolled-up scroll on the back of Reggie's head to shut him up.
  Lead Herald: Enough, Reggie.
• Doting Parent: Harold and Lillian love Fiona very much. Lillian wants her daughter's happiness and at least tries to accept her marriage to Shrek. Fairy Godmother appears this way to Charming but clearly isn't above using him for her own benefit.
• Dramatically Delayed Drug: After he and Puss help Shrek steal the Happily Ever After potion, Donkey takes a swig first to make sure it's safe to drink. When nothing happens to him, Shrek assumes the potion simply doesn't work on donkeys and drinks the rest, but when nothing happens to him either, he dejectedly assumes that he and Fiona "were never meant to be". Later that night, as the three stop to make camp, Shrek and Donkey suddenly pass out, and when they come to, they find the potion has indeed taken effect: Shrek is now human (as is Fiona, unbeknownst to them), and Donkey is now a stallion. Conveniently, this gives them a full day to obtain true love's kiss and make the potion's effects permanent before they revert back to normal at midnight.
• Dramatically Missing the Point: When Fiona tells her parents that she is going to "set things right", Harold takes it to mean she intends to leave Shrek. This is a far cry from her actual plan to return to the swamp with Shrek and cut her parents out of her life.
• Dramatic Irony:
  • Shrek isn't the "hero" the Fairy Godmother's song is about, but still fulfils it anyway. In fact, given her decidedly unheroic intentions, the choice of song itself can only be seen as deeply cynical.
  • As the Happily Ever After potion takes effect on Shrek, elsewhere, Fiona announces her ultimate decision to her parents. She tells them that she's going to do "what's best" by looking for her husband and returning to their swamp together. If anything, this shows that contrary to Shrek's fears, his wife was going to side with him all along. Likewise, Fiona doesn't know her husband has already taken the steps to better himself like she wanted.
• Drowning My Sorrows: After leaving Fiona under the belief she deserves to be with Charming, Shrek, Donkey and Puss end up at the Poison Apple.
• Dumbass Has a Point: When everyone sees King Harold reverted to his true form as a frog, Donkey snarks that in light of this, it was hypocritical of him to give Shrek such a hard time. Shrek berates him, but Harold admits Donkey is right.
• Dumb Muscle: Mongo may be huge and strong, but he's not exactly the sharpest tool in the shed, and gets easily distracted.
• Easy Come, Easy Go: Pinocchio was temporarily turned human, but changed back shortly after when he was celebrating his newfound humanity.
  [zapped into a real boy]
  Pinocchio: I'm a real boy! ... [singing] I'm real, I'm real, I'm -
  [zapped back into a puppet]
  Pinocchio: ...aww!
• "Eureka!" Moment: While in the prison, Shrek sees Gingy standing in the window, and sees from a perspective that he looks huge next to the castle, giving him the idea to have the Muffin Man create a giant gingerbread man.
• Everyone Has Standards: While Harold at the beginning of the movie is willing to stoop really low, even hiring an assassin to kill Shrek, he is completely horrified with the idea of giving Fiona what he rightfully views as a date rape drug and letting Prince Charming have his way with his daughter against her will. This is what cements his Heel–Face Turn.
• Evil Cannot Comprehend Good: The Fairy Godmother comes off as this. She's completely fine with using her son for her own benefit, and is confused by Harold's hesitation to treat Fiona the same way.
• Extremely Short Timespan: Excluding the prologue, the movie is set over the course of three whole days.
• Face Palm: Fiona does a facepalm when Shrek mimics Donkey in the carriage ride.
• Fairy Godmother: The Fairy Godmother — yes, The Fairy Godmother — is actually the antagonist.
• Fantastic Racism:
  • The Fairy Godmother doesn't allow ogres to have happy endings.
  • King Harold instantly dislikes Shrek, based largely on his species. He gets better, though.
• Finish Dialogue in Unison: The scene where Shrek and Fiona arrive in Far Far Away and both they and her parents go up to meet each others ends with both couples saying "here".
• Five-Second Foreshadowing: When Charming kisses Fiona, King Harold watches him with a look not of shame, horror, or dismay, but of intense concentration, because he knows Fiona hasn't taken the love potion.
• Food and Body Comparison: After listening to the Fairy Godmother dress him down and claim he doesn't deserve a happy ending, Shrek points his finger at her as he's about to speak his mind, only for her to push his hand aside saying, "Don't you dare point those filthy, green sausages at me!"
• Food Fight: When Shrek is meeting Fiona's parents (Fiona was a woman under a curse to turn her into an ogre at night, but instead of marrying a human and turning fully human like her parents wanted, she married an ogre and turned fully ogre), he argues with her father, King Harold, at the table, leading to them both throwing food at each other.
• Food Porn: Just try watching the dinner scene without developing a hunger for lobster, roasted pig, and/or turkey. Also escargot, if that's your thing.
• Forced Dance Partner: During the climax, Fiona is pressured to dance with "Shrek" (really, Prince Charming) despite being visibly uncomfortable.
• Forced to Watch: After turning human, Shrek is prevented from reuniting with his wife and is forced to watch as Prince Charming pretends to be Shrek transformed and embraces his wife.
• Foreshadowing:
  • At the beginning of the film, Donkey mentions that Dragon has been "acting kind of moody lately". The Stinger implies that this is because she was pregnant or feeling violently protective of her eggs.
  • Many scenes set up the end reveal of King Harold's true form as a frog:
    • It's mentioned that King Harold's first date with Queen Lillian was a peaceful walk by the lily pond, a place frogs are fond of hanging out at. Harold also swoons over "their first kiss" with the implication that this kiss is the one that turned him human.
    • King Harold's bedroom mostly has green colors, from the bedsheets to the tapestry depicting himself watching the lily pond.
    • And at the Poison Apple, a female frog asks if they know each other.
    • The Fairy Godmother threatens Harold by talking about how she "made his Happily Ever After" possible. Harold later mentions to Fiona that "people change for the ones they love," and that she'd be surprised "just how much [he'd] changed for [Queen Lillian]." Of course, he means quite literally changing, from a frog into a human.
    • Queen Lillian's name. It can be shortened to "Lily" and Harold loves her dearly. Lilies are often connected with ponds. Where the couple had their first date and frogs.
    • King Harold's more cartoonish-looking facial features (which Shrek receives in human form from the potion) compared to those of most other humans are a visual indication that he's not really born human.
  • The mysterious assassin that Harold hires is shown in shadow during their meeting. All that's visible is his boots, his sword, and his eyes. Say, what kind of creature has eyes that glow in the dark?
  • In the first film, when Fiona is surprised to see that Shrek is an ogre, he asks her if she was expecting Prince Charming, to which she replies with a Blunt "Yes". As this movie reveals, this wasn't a mere reference to a fairy tale Prince Charming is, like other fairy tales, very real, and actually was supposed to come to Fiona's rescue.
  • Midway through the film, Shrek, Donkey and Puss encounter the Fairy Godmother in the middle of creating what appears to be a Love Potion. On top of that, she's doing this with a maniacal demeanour. Sure enough, she not only reveals her villainous ways the next scene, but later scenes reveal her real plan to have Fiona drink the potion in order to have her fall in love with Charming.
• Formal Full Array of Cutlery: At the dinner with Fiona and her parents, Shrek — not used to royal dining etiquette and already nervous from the Death Glare the King is giving him — is confused by the vast array of cutlery before him.
• Freeze-Frame Bonus: Close examination of the Knights' scene shows the catnip inside the guard's armour, indicating that it was planted on Puss in Boots.
• Friend-or-Idol Decision:
  • King Harold has to choose between forcing his daughter away from her true love to fulfill his end of a bargain, or ensuring his daughter's happiness by breaching his contract and suffering Fairy Godmother's wrath. He chooses the latter.
  • At the film's end, Shrek has to decide whether to kiss Fiona and make their transformations permanent, or abstain and return to ogre form. With Fiona's encouragement, he chooses the latter.
• Funny Background Event:
  • In the scene where Fiona confronts her father when she wakes up to find Shrek gone, castle servants can be seen polishing a tree planter and climbing a ladder to nowhere (and falling off in the widescreen version).
  • In a scene just after Fairy Godmother catches Shrek and company spying on her business, some local knights are seen giving the Headless Horseman a sobriety test, moments before Shrek and his pals barge past them. What's particularly amusing is that they appear to be giving him the "touch your nose" test.
• Furry Reminder: When Donkey becomes a horse, he can still talk, but he can also whinny.
• Gassy Scare: Shrek is skeptical about whether the Happily Ever After potion works and apprehensive about transforming from an ogre into a handsome human if it does work. When he drinks it, an ominous gurgling from his belly sends Donkey and Puss running for cover behind a log while Shrek stands there with an uncomfortable look on his face as he anticipates a Painful Transformation. Instead he lets out a huge fart, which Donkey complains about.
  Donkey: Whoo, Shrek, I think you just drank the FARTY ever after potion!
  Puss: Maybe it's a dud?
• Gave Up Too Soon: Shrek and Donkey each taste-test the Happily Ever Potion (with Shrek sneezing some of it on a mushroom in the process) in the hopes of granting the former a happy ending with Fiona, only for nothing to seemingly happen. After dismissing the potion as a dud, the trio walk off... unaware that the mushroom Shrek sneezed on has become a beautiful rose.
• Gilligan Cut: After Shrek, Fiona and Donkey are invited to Far Far Away. The DVD commentary even calls it a "Gilligan's Island cut".
  Shrek: We're not going, and that's final!
  [cut to the last of the luggage being loaded]
• Good-Times Montage: The opening sequence of the film showcasing Shrek and Fiona enjoying their honeymoon.
• Green-Eyed Monster: Donkey becomes noticeably jealous of Puss when the latter befriends Shrek, constantly trading barbs and snarking at him. Justified in that their first meeting involved Puss trying to kill Shrek.
• Groin Attack:
  • Donkey accidentally kicks Shrek in the groin when trying to hit Puss.
  • When Shrek and Donkey have Puss at their mercy, Donkey suggests that they neuter him with his own sword.
• Guilt-Tripping: When Puss in Boots is begging Shrek not to kill him, he says, "My mother is sick and my father is living on garbage!" Shrek relents. It's implied in this film, and outright confirmed by Puss's own spinoffs, that this is a bold-faced lie.
• Hairball Humor: When Puss tries to assassinate Shrek, he pauses to cough up a hairball, which grosses even Shrek out.
• Hands Looking Wrong: Shrek learns that the Happily Ever After potion has transformed him from an ogre to a human when he sees that he has human hands (he then confirms with a Mirror Reveal in a bucket of water).
• Happily Married:
  • Shrek and Fiona love each other very much and are not for a moment interested in anyone else.
  • Harold and Lillian are very close to each other, despite their clearly differing opinions on their daughter's marriage to Shrek.
• Have We Met?: A female frog seems to recognize King Harold at the Poison Apple and asks "Do I know you?" At first, it seems as though she recognized him as the King of Far Far Away, but later on in the film its revealed that King Harold originally was a frog who was turned human by the Fairy Godmother to win Queen Lilian's heart. Thus there is a strong possibility the frog at the bar was one of his old flames.
• Heel–Face Turn:
  • After spending the movie hating Shrek and trying to break him and Fiona up, to the point of hiring an assassin to kill Shrek, Harold has a change of heart when he sees that Fiona is very genuinely in love with the ogre, and at this time realizes that he isn't willing to betray his daughter for the sake of a contract.
  • Said assassin, Puss in Boots, undergoes one of his own after Shrek and Donkey spare him, joining the two in their quest.
• The Heist: After the Fairly Godmother makes it clear that she won't help Shrek, he, Donkey, and Puss take matters into their own hands and break into her potion factory to steal a potion.
• Held Gaze: Shrek and Fiona briefly share one after they are reunited at the ball, until Fairy Godmother interrupts the moment by yelling at Harold.
• Hero Antagonist: The Far Far Away knights that the crew battle at the climax don't know that Prince Charming is an imposter and the man trying to break in is the real Shrek. They're just doing their jobs and trying to protect the castle from what appears to be an invasion force.
• Heroic BSoD: Shrek is noticeably depressed after giving up Fiona to Charming, chosing to drown his sorrows at the Poison Apple. He comes back around after discovering the Godmother and Harold's alliance.
• Heroic Sacrifice: Mongo breaks apart during the castle siege, and King Harold takes a shot from Fairy Godmother which was meant for Shrek. Harold survives the blast but is turned into his original frog form as a result, and while Mongo is seen singing "Livin' La Vida Loca", he's still submerged below the waters of the castle moat, meaning he most likely got dissolved nonetheless given his absence from the sequels.
• He's Got a Weapon!:
  Donkey: Look out, Shrek, he's got a piece!
  Shrek: It's a cat, Donkey.
• Hoist by His Own Petard: Fairy Godmother, who has a magic shot deflected back at her by Harold taking the hit.
• Hold Your Hippogriffs: A lot of the humor of the series comes from putting a fairy tale twist on modern names and concepts, such as watching K.N.I.G.H.T.S. on a magic mirror, or eating a meal from Old MacDonald's with Baskin Robin Hood ice cream for dessert. (These are both actual places shown in the film.)
• Hollywood Glass Cutter: Puss in Boots cuts a circular hole with his claws to get the "Happily Ever After" potion from the Fairy Godmother's storage room. The hole, however, turns out to be too small for the bottle to fit through, and Puss ends up pulling the bottle so hard that the glass pane shatters.
• Hypocrisy Nod: Harold acknowledges his own hypocrisy for giving Shrek grief after he's reverted to his original form as a frog.
• Hypocritical Humor: When Fiona's parents are discussing Fiona marrying an ogre:
  Lillian: This is Fiona's choice!
  Harold: Yes, but she was supposed to choose the prince we picked out for her!
• I Ate WHAT?!: Harold samples a dish and calls it "exquisite" before learning it is, in fact, dog food. He proceeds to wipe his hands in disgust, though doesn't have much of a reaction besides that.
• Ignorant About Fire: In one of the bonus features, Donkey and Dragon sing a cover of 'Disco Inferno', and Donkey's tail catches fire but he doesn't notice.
  Shrek: You're on fire, Donkey! No, literally, you're on fire!
• Immediate Sequel: Shrek and Fiona ride off into the sunset to their honeymoon during the first film's Dance Party Ending. The first time Shrek and Fiona are seen in the second film is during that honeymoon.
• I'm Not Hungry: On the beach during their honeymoon, Fiona is about to eat a chicken leg but proceeds to throw it away and jump Shrek.
• Imperial Stormtrooper Marksmanship Academy: The Mooks in the potion factory shoot at Shrek, who is barely moving since he is stuck running against the movement of a conveyor belt. In spite of this, none of the guards land a hit.
• Improvised Zipline: Prince Charming uses one during his opening montage.
• Indy Hat Roll: Puss in Boots, during the scene in the potion factory, complete with requisite hat-grab.
• Infantilization Retaliation: When Puss in Boots first arrives, Shrek starts calling him a "little kitty" in a baby voice. Puss then attacks Shrek.
• Informed Attractiveness: Prince Charming is bravest and most handsome in all the land, according to him at least. He so firmly believes it that he doesn't understand how Fiona could possibly choose Shrek over him. Granted, he does have the good looks to prove it.
• Inner Monologue: Shrek mentally reads Fiona's diary in her voice.
• Innocently Insensitive: Shrek ends up distraught upon realizing King Harold never actually wanted to bond with him, their agreed meeting place turning out to be a trap for hired hitman Puss in Boots to attempt to take him out. Donkey tries to comfort him, but his Brutal Honesty unsurprisingly fails.
  Donkey: Aw, come on Shrek, don't feel bad. Almost everybody that meets you wants to kill you.
  Shrek: Gee, thanks.
• Instantly Proven Wrong: Upon being forced to act as lookout during the potion heist, Donkey rambles on about his supposed intelligence... while completely oblivious to the guard behind him.
  Donkey: Y'know, in some countries donkeys are revered as the wisest of all creatures... especially us talking ones!
  Shrek: [noticing the guard] Donkey!
• Interrupted Intimacy: Shrek and Fiona attempt to have a romantic moment when they arrive home, only to be interrupted by fanfare and an invitation to a wedding ball hosted by Fiona's parents. They are eventually successful at the wedding ball, cementing their love to the people of Far Far Away and the King and Queen.
• Ironically Disabled Artist: Captain Hook plays piano at a Bad Guy Bar.
• I Take Offense to That Last One: Justified. When Donkey rattles off Shrek's recent misfortunes, he ends the list with their encounter with Puss in Boots. However, as Donkey calls Puss "a sleazy hitman sent to whack [Shrek]," Puss, who is a swashbuckling bounty hunter, promptly hisses at Donkey.
• I Want Grandkids: During dinner, Lillian comments on how she thinks the swamp will be a fine place to raise the children, causing both Harold and Shrek to freak out. Shrek is horrified at the prospect of being a father, while Harold is disgusted with the thought of them having children.
• I Want My Beloved to Be Happy:
  • Shrek's desire to make Fiona happy drives him to a point where he is willing to let her go to be with Prince Charming. It also drives him to take a potion so that he and Fiona can live out their Happily Ever After in more widely accepted human forms, rather than the ogre forms hated by most of society, even though he very much prefers being an ogre.
    Donkey: But you love being an ogre!
    Shrek: I know! But I love Fiona more.
  • In a parental instance, King Harold at first strongly opposes the marriage of Shrek and Fiona, and is under duress from the Fairy Godmother to fulfill his end of a deal wherein Charming and Fiona are wed. However, when he sees Fiona's love for Shrek and the loathing of Charming, he goes back on the deal despite the danger to himself.
  • Lillian acts in a similar vein. Despite her initial shock at seeing her daughter's new form and her daughter's husband, she tries to accept the situation after seeing how happy Fiona is with Shrek.
  • A mutual example comes during the climax. When midnight comes and the Happily Ever After potion is about to wear off, turning Shrek and Fiona back into ogres, Fiona turns down the kiss that would make it permanent. Shrek was willing to give up his proud ogrehood so his wife could be happy as a human; she in turn was unwilling to let Shrek make that sacrifice at the possible cost of his own happiness.
• Jerkass: Fairy Godmother and Prince Charming.
• Jerkass Has a Point: Shrek and Fiona get into an argument about how it would be a bad idea for him and Fiona to travel to Far Far Away. Shrek expresses his concern about how Fiona’s parents would react to seeing the latter’s Ogre form. He is proven right when Harold isn’t happy with seeing Fiona as an Ogre. Even Fiona comes to agree with Shrek’s viewpoint when she packs her things to go back to Shrek’s swamp (this happens after another argument that Shrek and Fiona have about this topic).
• Jerk with a Heart of Gold:
  • Shrek, as he was in the first film.
  • King Harold, somewhat. He vehemently opposes having an ogre in the family, and simultaneously wants what is best for Fiona; he inaccurately connects these dots to conclude that Shrek must be removed for Fiona to be happy. However, when he realizes Fiona is happy, and that he couldn't possibly back-stab his own daughter for what he thought was best for her — again — he gives them his blessing.
• Jingle the Coins: When King Harold offers his money bag to Puss in Boots, he drops his loaded money bag on the table. Puss greedily slashes the bag open with his sword, causing money to jingle all over the table in the darkened room.
• Just the Way You Are: After Shrek takes a potion to make him and Fiona humans, he asks Fiona if it's what she wants. Her response is to tell him that she already loved him the way he was.
• Kick the Dog: Done to an actual dog, though not literally. During Shrek and Fiona's second argument, the Bichon Frise given to Fiona by the Fairy Godmother won't stop barking in fright, so Shrek angrily roars at it. Scared even more than before, the dog covers its eyes with its paws.
• Kids' Meal Toy:invoked Parodied. The meal that Charming ordered came with a battle-axe.
• Kill It with Water: The Heroic Sacrifice of Gingy's giant, Mongo. The guards douse him in hot milk, which is bad enough, but when his arms get torn from his body, he helplessly falls down into the water and starts to dissolve. Thankfully, Mongo's disembodied arms grabbing the drawbridge allow Shrek and his pals to enter the castle.
• Lactose over Liquor: Puss in Boots and Donkey go to the Poison Apple (a tavern on the outskirts of the city), where Puss drinks a large glass jug of milk.
• Lady Looks Like a Dude: Doris, the "Ugly Stepsister", both looks and sounds like a middle-aged man (voiced by Larry King, no less).
• Lampshade Hanging: The Happily Ever After potion indicates that, for Shrek to make its effects permanent, he must kiss Fiona by the midnight of its use.
  Shrek: Midnight! Why is it always midnight?
• Late to the Action: Charming has traveled through deserts and forests to get to the Dragon's Keep to rescue Fiona and break her curse, but when he finally gets there, Fiona is gone, as Shrek has already rescued her, and the Big Bad Wolf in her place tells Charming that she's on her honeymoon with someone else. This sends Charming on his path to villainy.
• Laugh of Love: Fiona giggles whenever things take a romantic turn between her and Shrek.
• Lawyer-Friendly Cameo: When the factory is flooded with Happy Ever After potion, two of Fairy Godmother's affected mooks resemble a familiar-looking anthropomorphic clock and candelabra.
• Left the Background Music On: It turns out that the voice-over narration describing Charming's quest is done by Charming himself while on that quest.
• Let Her Grow Up, Dear: Lillian defending Fiona's marriage, saying it was her choice and that love is unpredictable.
• Lighter and Softer: Noticeably much more than the previous film. The jokes are far tamer, relying less on Black Comedy, and there isn't much swearing. There are still plenty of adult-oriented jokes but not to the extent of the original.
• Light Is Not Good: The Fairy Godmother and Prince Charming.
• Logical Weakness: Mongo the giant gingerbread man suffers from this when he helps Shrek and the fairy tale creatures storm the castle during the climax. Mongo manages to pry the castle door open a crack, just enough for Shrek to slip through, but immediately afterwards the guards pour warm milk on him. His arms get soggy and break off, causing him to lose his balance and fall backwards into the moat. Being a giant cookie, he is too soggy to move at all anymore and is permanently defeated.
• Love Doodles: Shrek finds an old diary of Fiona's in which she drew doodles about Prince Charming.
• Love Interest vs. Lust Interest: Shrek and Prince Charming is this to Fiona, being just like the first movie with Shrek versus a royal (though Charming is not a carbon copy of what Farquaad was). Shrek loves Fiona for her kind heart that even touched his, and would even change his entire physical look if it meant she would be happy, while Charming sees her as someone he can use to bolster his own status, plus being on board with his mother's plan to use her as an Unwitting Pawn in order to overtake Far, Far Away.
• Love Potion: Deconstructed. They're depicted as a shallow act of desperation which, disturbingly, removes the element of choice from the person on who they've been used. Basically, the fantasy equivalent of a date rape drug. Fiona's fairy godmother orders Harold to pour one into Fiona's drink so that she will fall in love with Prince Charming instead of Shrek. King Harold, reasonably, views this as a horrific breach of consent, but reluctantly taints some tea in order to fulfill his end of his deal. Turns out, Harold didn't give Fiona the potion after all — he deliberately gave Fiona the untainted cup of tea.
• Lower Half Reveal: When King Harold knocks on the door of the Poison Apple, a peephole opens, and a fierce eye appears. When the door is opened, it is revealed that the eye belongs to a cyclops.
• Magic Potion: The Fairy Godmother runs a magic potion factory. Shrek steals one of her potions, named "Happily Ever After", to fix his relationship with Fiona. He and Donkey drink the potion, and the next morning Shrek and Fiona look like gorgeous humans and Donkey like a white stallion.
• Mama Bear: Despite being shocked, Lillian is fully supportive of Fiona's love for Shrek, defending her choice against Harold.
• Manchild: Prince Charming is a rather whiny and entitled fellow.
• Manipulative Bastard: The Fairy Godmother has no qualms using potions, trickery, or even blackmail to get what she wants. She forces King Harold into a contract working against his daughter and her lover and abuses Shrek's insecurity regarding his relationship with Fiona to convince him that Fiona wants to be with Charming instead.
• Manly Tears: In the aforementioned scene where Fairy Godmother is convincing Shrek that Fiona really wants to be with Charming, Shrek looks like he's about to cry.
• Mean Boss: The Fairy Godmother seems to be this, as she orders around her receptionist and does not give her employees dental insurance.
• Meet the In-Laws: The movie is about Shrek meeting Fiona's parents, who aren't very happy about their daughter marrying an ogre. The Queen tries to be accepting of it, but the King is less open-minded.
• Men of Sherwood: Gingy, Pinocchio and the Three Little Pigs (as well as Mongo, the giant gingerbread man, when he joins them) are this when they hear of the arrest of Shrek, Donkey and Puss in Far Far Away, as they not only rescue them but also help to storm the castle and get to Fiona. The Three Blind Mice are with them, and try to help, but fail miserably because they can't see; one is almost eaten by Puss.
• Mirror Reveal:
  • Shrek doesn't realize he's become human until he looks at his hands, followed by his reflection in a pail of water.
  • Likewise for Fiona when she finds out she is human again when she sees herself in a mirror.
• Mirrors Reflect Everything: At the end, Fairy Godmother shoots a spell at Shrek. King Harold jumps in the way, and his armor returns the spell to its sender, though it does not protect Harold against the magic.
• Misophonia Gag: During the carriage ride, Donkey passes the time by making popping sounds with his lips, to Shrek's (and eventually Fiona's) fury.
• Misplaced Retribution: King Harold, the Fairy Godmother, and Prince Charming hold Shrek in contempt for unwittingly interfering in the deal arranged by the former two by beating Charming to the punch in rescuing Fiona from the Dragon's Keep, except the only reason he had done so in the first place was because Lord Farquaad had chosen Shrek's swamp as a dumping ground for the Fairy tale creatures he was cracking down on and agreed to have them removed if Shrek went and fetched Fiona for him.
• "Mission: Impossible" Cable Drop: Parodied when Pinocchio does this with his puppet strings, complete with Mission: Impossible music. However, with all his turning and tumbling, Pinocchio gets wrapped up in his own strings and just hangs there.
• Mistaken for Transformed: Exploited; Fiona learns Shrek has been turned human by a potion... but because she doesn't know what the new Shrek actually looks like, she's soon duped by Prince Charming into believing that he's Shrek.
• Mrs. Hypothetical: In Fiona's diary, she's seen writing her name "Mrs. Fiona Charming" over and over again, much to Shrek's horror.
• Mugged for Disguise: Shrek steals the uniform from a factory worker in order to sneak into Fairy Godmother's potion room at one point.
• Murder Is the Best Solution: After being threatened by the Fairy Godmother, Harold goes to the Poison Apple tavern and hires a hitman to dispose of Shrek.
• Must Make Amends: Harold, after his Heel–Face Turn. First, he switches Fiona's potion-tainted teacup with his own, to prevent her from being spellbound as Fairy Godmother demanded she be. Then, he protects Shrek from Fairy Godmother by Taking the Bullet when she tries to destroy Shrek with a magic blast, turning Harold back into a frog but defeating Fairy Godmother when the blast is sent back at her. Finally, by accepting Shrek into the family and giving his blessing to Shrek and Fiona's marriage.
• My Card: Fairy Godmother has a business card which is itself a means of direct communication.
• My God, What Have I Done?: King Harold has a moment after Fiona decides to leave, when she's had enough of his prejudice. He realizes how selfish he's been by failing to take Fiona's feelings into proper consideration. Later on, when he sees how much Fiona loathes Charming and has no interest in being with anyone else but Shrek, especially after he attempts to give her the Love Potion that the Fairy Godmother threatened him into giving her, deciding last moment to go back on his word to the Fairy Godmother.

Tropes N-Z

• Named After the Injury: Captain Hook, one of the villains seen in the Poisoned Apple, has a Hook Hand.
• No Flow in CGI: As hair is so difficult to animate, a wig maker assisted the animators in helping to animate Prince Charming's Hair Flip.
• Noodle Incident: Puss mentions at one point that, in one of his nine lives, he was "the Great Cat Burglar of Santiago de Compostela".
• Not Afraid of You Anymore: King Harold's smug reply to the Fairy Godmother, as well as the last thing he ever said to her, implies that he has finally conquered his fear of her thanks to his stronger love for his daughter.
• Not That There's Anything Wrong with That: Said word for word by Lillian during the dinner scene, regarding her and Harold's grandchildren being ogres.
• Not What It Looks Like: Or rather, not what it sounds like. Shrek is reading Fiona's childhood diary (while she sleeps) when Harold knocks on their door and startles him, causing him to cry out. This leads Harold to believe that he's intruded on an intimate moment between the couple (the fact that Shrek is clad only in a pair of boxer shorts doesn't exactly help matters any).
  King Harold: I hope I'm not interrupting anything.
  Shrek: No, no. I was just reading, uh [pause] a scary book.
• Oddly Named Sequel 2: Electric Boogaloo: In the original DVD menu, Donkey asks why the movie is just named Shrek 2, and starts coming up with alternative Donkey-related subtitles, like "Day of the Donkey", "Donkey's Revenge", "A Donkey Will Rise", "2 Fast 2 Donkey" and "Donkey Reloaded". This soon gets on everyone else's nerves.
  Donkey: How about "Shrek 2... The REAL Jackass Movie?!"
  Everyone: No!
  Donkey: How about "Shrek 2: Donkey Reloaded?"
  Everyone: NO!!
  Shrek: How about this? "Shrek 2: Dude, Where's My Donkey? Oh, there he is, cut from the movie because HE TALKS TOO MUCH!"
  Donkey: ... What kinda title is that?
• Oh, Crap!:
  • Shrek, when Puss draws his claws before attacking him.
  • The factory workers, when Shrek knocks over a giant vat of potion.
  • The fairy tale characters at Shrek’s home silently react this way when they recognize Shrek and Donkey on K.N.I.G.H.T.S.
  • Fairy Godmother has one when Harold leaps in front of Shrek to take a magic bolt, which bounces off his armor and strikes her down.
• Open-Minded Parent:
  • Queen Lillian is shocked to see Shrek and Fiona, but is quickly accepts their marriage and her daughter's permanent ogre form upon seeing how happy Fiona is with Shrek.
  • King Harold initially opposes Shrek and Fiona's marriage, but eventually has a Heel–Face Turn and blesses Shrek and Fiona's union when he sees how genuine their love is.
• Orbital Kiss: Shrek and Fiona have one towards the end of the opening sequence.
• Papa Wolf: After seeing that Fiona does genuinely love Shrek and seeing just how low the Fairy Godmother and Prince Charming were willing to stoop, Harold risks everything by going back on his promise to the Fairy Godmother so that Fiona isn't forced into a relationship she doesn't want.
• Paper-Thin Disguise: Shrek steals the uniform of one of the elves who work at the Fairy Godmother's factory to sneak into the potion room. It only fits over his head, but all of the workers are fooled.
• Parental Bonus: Many.
  • "...that bush that's shaped like Shirley Bassey."
  • Panicked citizens run right out of one Farbucks... and into another Farbucks directly across the street.
  • How Shrek convinces the Fairy Godmother's doorman to let him, Puss, and Donkey into the factory is by telling him they're from the union.
  • When selecting the ingredients for the love potion, the Fairy Godmother adds "just a pinch" of Lust from a massive bottle. The fact that she literally uses the word "lust" is pretty boundary-pushing on its own, but she pours it out of a bleach-shaped bottle. In other words, it's basically suggesting that anyone who takes the love potion is drinking bleach.
• Parental Marriage Veto: Though Fiona is already married to Shrek, Harold attempts to convince her to leave him. Harold is concerned about Fiona being an ogre, and is angry that she is married to an ogre. His veto is unsuccessful, and he does eventually bless their union.
• Parental Neglect: Shrek accuses Harold of this, regarding Fiona's being locked away in a tower, guarded by a dragon no less. Harold rebuffs that it was a means of protection for complicated reasons (he was essentially blackmailed by the Fairy Godmother to save his daughter for Prince).
• Parent-Preferred Suitor: Initially, King Harold is outraged at Fiona's decision to marry Shrek, an ogre; as he had planned for her to marry the conventionally attractive Prince Charming, both out of prejudice and due to having made a deal with the Fairy Godmother. As the film progresses, however, he learns to accept his daughter's choices and grows out of this.
• Parents as People: Harold clearly loves Fiona very much, but also has his own views of what a happily ever after for a princess should be. To this end, he has a secret Deal with the Devil involving his daughter entering an Arranged Marriage with the son of the dangerous Fairy Godmother. He does eventually have a Heel–Face Turn when he sees how unhappy Fiona is without Shrek, and realizes the true weight of his imposition upon her. However, his fears turn out to be completely justified.
• Perspective Magic: After he assists Shrek in breaking out of Far Far Away prison, Gingy stands upon a parapet with the Far Far Away castle far off in the distance behind him. This perspective gives Shrek an idea about how they will go about Storming the Castle, and that idea's name is Mongo.
• Pink Girl, Blue Boy: Queen Lillian's main outfit is a reddish pink; King Harold dons blue hues.
• Plot Hole: During their Good-Times Montage, Shrek and Fiona arrive at a beach. In the bonus game "Interactive Map of Far Far Away", selecting "The Beach" shows that same beach scene, yet it's shown before they leave Far Far Away.
• Police Brutality: When Shrek, Donkey and Puss are arrested by the knights, all three receive different forms of restraints from them. Shrek gets peppered in his eyes by a knight with a pepper shaker, Donkey receives the most knights going after him, prompting him to shout "Police brutality!", and Puss gets pitted against the wall before the knights uncover some catnip from his small satchel.
• Politically Incorrect Villain: The Fairy Godmother comes across more than a little racist, and that's just her reaction to ogres. She also refers to the Big Bad Wolf as "gender-confused", which could come across as a pretty horrendous insult to cross-dressers or drag queens, not to mention any transgender individuals.
• P.O.V. Cam: Happens when Shrek becomes a human- we see things from his POV after he wakes up.
• Precious Puppies: Fiona's Bichon Frise.
• Prefers the True Form: Shrek has turned himself into a human due to thinking that the once-human Fiona would prefer him that way. The spell would become permanent if they kiss before midnight, but just as he's about to, she refuses and lets the spell wear off, wanting to be "with the ogre [she] married".
• Prince Charmless: Prince Charming. This one is a spoiled mamma's boy with a manipulative, power-hungry mother. He is also only interested in Fiona for her royal status, and doesn't especially care about her as a person. He also tries to trick Fiona into thinking he's Shrek, transformed after the potion, but she doesn't fall for him in this state.
• Psychotic Smirk: Both Fairy Godmother and Charming after she says how the love potion will make Fiona fall in love with Charming, both satisfied their plan will be successful. Harold on the other hand, is completely horrified.
• Punch-Clock Villain: Puss only attacked Shrek because he'd been hired by Harold to do so. He is not evil, and becomes friends with Shrek after the ogre spares his life.
• Puppy-Dog Eyes: Puss in Boots weaponizes this trope. He even provides the trope's page image.
• Red Is Violent: The Fairy Godmother changes into a red dress as she performs "I Need a Hero", and she wears that dress when she enters her Villainous Breakdown.
• Red Oni, Blue Oni:
  • Shrek is the red to Fiona's blue.
  • Puss is the blue to Donkey's red.
  • Harold is the red to Lillian's blue, though their respective outfits are the opposite colors.
• Rent-a-Zilla: Mongo is a huge-sized gingerbread man created by The Muffin Man, Gingy and Shrek in order to successfully storm the castle and stop the royal ball.
• Retcon: In the original film, Fiona was apparently waiting for any random knight who would be able to slay Dragon and rescue her, whereas in this film we learn King Harold and the Fairy Godmother made a deal that it would specifically be Prince Charming who would rescue and marry Fiona. (You can argue that there's some Foreshadowing when Shrek snarks whether Fiona was expecting 'Prince Charming' and Fiona replies with a Blunt "Yes", but at the same time she doesn't have any objection — at first — to marrying Lord Farquaad and never brings up that actually she was anticipating being rescued by the real Charming.)
• The Reveal: Harold's Disney Death Heroic Sacrifice at the end of the movie eventually reveals his true form as the Frog Prince. Harold gained this form through a deal with the Fairy Godmother, instead of Lillian kissing him, and Fiona's Arranged Marriage to Prince Charming was the payment for that deed.
• Reveal Shot: When arriving at the Fairy Godmother's workplace, it at first appears to be the whimsical small cottage like in the business card bubble, but the camera pans out to reveal that the cottage is just the reception office; the real building is a giant modern-looking factory with rainbow smoke coming out of its chimneys.
• Reveling in the New Form:
  • When Donkey is turned into a horse due to drinking the potion, he enjoys it, since he can whinny, trot, and count by stomping, and he feels "sexy". He even does a Rapid-Fire "No!" when he turns back into a donkey.
  • Pinocchio does a Happy Dance when he briefly turns into a real boy.
• Rewatch Bonus:
  • The viewer is unlikely to pay attention to which cup of tea Harold pours the love potion into the first time around, and which cup Fiona later takes. Those who did know right there that she never drank the potion.
  • All sorts of references to fairy tale characters can be seen in various parts of the film, from background characters to allusive shop names.
  • Upon the reveal that Harold is the Frog Prince, both of Fiona's parents' reactions to their daughter's transformation make a lot more sense. Of course Harold believes his daughter would be happiest if she was transformed into a human and married to a beautiful royal - that's what he did. Lillian, meanwhile, is quickly accepting of her daughter having fallen in love with a traditionally ugly creature - after all, it's implied she fell in love with Harold while he was a frog.
• Rocky Roll Call: During the dinner scene with Fiona's parents:
  Queen: Harold!
  Fiona: Shrek!
  Shrek: Fiona!
  King: Fiona!
  Fiona: Mom!
  Queen: Harold!
  Donkey: Donkey!
• Romantic Spoonfeeding: After Shrek rams Fiona through the door in a Bridal Carry, she gets a piece of gingerbread in her hair and feeds it to Shrek.
• Running Gag: Sometimes the characters are surprised to learn that Charming is Fairy Godmother's son.
• Same Language Dub: In the UK version of the film, Jonathan Ross dubs over Larry King's lines as Doris. The cameo by Joan Rivers at the ball is also dubbed over by British presenter Kate Thornton, though the character design is still modeled after Rivers. King and Rivers are both still credited despite this.
• Say My Name:
  • Shrek when he tries (in vain) to get Fiona's attention, when he is trapped in her room by Fairy Godmother.
  • Shrek and Fiona when they are reunited at the ball after Fiona knocks out Charming, both very happy to be with the one the truly love again.
• Screw the Rules, I'm Doing What's Right!: Harold goes back on his promise to the Fairy Godmother after seeing Fiona has no interest in being with anyone else but Shrek.
• Screw This, I'm Outta Here:
  • After Shrek and Fiona get off the carriage, to an assembly of shocked onlookers.
    Donkey: Uh... Why don't you guys go ahead. I'll park the car.
  • Fiona, after she's had enough of her dad's prejudice against Shrek. She says that introducing her parents to Shrek was a mistake, and decides to find him and leave, intending to cut her parents out of her life.
• Secret Diary: Shrek, unable to sleep, walks around Fiona's childhood room while she's asleep and stumbles upon her childhood diary in a music box. There, he reads of her childhood fantasy of being rescued by Prince Charming and becoming "Mrs. Fiona Charming". This adds to Shrek's guilt over whether he's making Fiona happy.
  King Harold: S-Sorry. Uh... I hope I'm not interrupting anything.
  Shrek: No, no! I was just reading a... a scary book.
• Seduction-Proof Marriage:
  • It's clear that neither Shrek nor Fiona have eyes for anyone else.
  • After Shrek becomes handsome from the Happily Ever After potion, a gaggle of girls start throwing themselves at him. He informs them that he already has a true love.
  • When Prince Charming poses as Shrek, with a very different personality, Fiona has no interest in him and wants Shrek the way he originally was.
• Separated by a Common Language: The character name Mongo raises eyebrows in Scotland, where the word is an extremely offensive pejorative term for someone who is mentally handicapped.
• Shaking Her Hair Loose: Prince Charming does this in the opening sequence, followed by an Anticipatory Breath Spray.
• Shock-and-Switch Ending: At the end of the film, it appears as though King Harold has died, but really he has turned into a frog... and he was born as one anyway. Also a sort of pun, since he "croaked" (as Gingy points out), but not in the way they expected.
• Shout-Out: Numerous, as expected of a Shrek movie:
  • When arriving in Far Far Away, Donkey says, "Swimming pools, movie stars!" a reference to the opening theme of The Beverly Hillbillies.
  • While attacking Shrek, Puss tears out of his vest in a move reminiscent of the chest-burster from Alien.
  • To Garfield when Puss mutters into his milk "I hate Mondays."
  • During Shrek and Fiona's honeymoon, they receive a ring with text that glows after it is heated. In furtherance, we get a close-up shot of the ring flying through the air and landing on Fiona's finger. Later that day, when Fiona removes something covering Shrek's mouth to kiss him while he is hanging from a tree, one is reminded of a similar kiss a certain wall-crawling character had with his lover.
  • When Shrek is fleeing on Donkey into the forest in a segment of K.N.I.G.H.T.S, there is a hot air balloon shot of the sequence and a knight is heard saying "We've got a white bronco headed east into the forest. Requesting backup." The montage's camerawork and overall appearance resemble the appearance of COPS.
  • When Shrek and Fiona are kissing on the beach, a wave washes over them and swaps Fiona with a red-headed mermaid. Fiona promptly tosses her way out to sea, where she is eaten by sharks.
  • Keeling over from the Happily Ever After potion, Donkey calls out "I'm comin', Elizabeth!"
  • Considering how ruthless, manipulative, and charismatic she is, Fairy Godmother seems like more of a Fairy... Godmother.
  • The Muffin Man's house, where the giant monstrous Mongo cookie is created, is shown during a thunderstorm with a windmill behind it, evocative of the scenery in Frankenstein.
  • As Mongo perishes, defeated by the knights of Far Far Away, he tells Gingy to "be good". The same final words are spoken in Deep Impact when one of the astronauts sent to destroy a comet inbound for Earth says his goodbyes to his family. He also lets out a very familiar roar of rage when the defenders hit him in the gumdrop buttons.
  • When Shrek, Donkey, and Puss are hastily escaping the potion room, Puss reaches underneath the closing door to retrieve his hat.
  • A multitude of shout-outs to different songs, just like in the first film.
• Sickeningly Sweethearts: Charming attempts to invoke this with Fiona when he's pretending to be Shrek, by calling her "muffin cake". However, he only makes Fiona more repulsed by him, nearly causing her to run away from the ball.
• Side Effects Include...: Puss rattles off a long list of side-effects of the Happily Ever After potion, which are written on the back of the label, and as such only visible after the potion has been drunk.
• Sitting Sexy on a Piano: Fairy Godmother does this at one point.
• Slipping a Mickey: Fairy Godmother forces Harold to slip Fiona a love potion so she'll fall in love with Charming. Harold attempts to give Fiona the potion with a cup of tea. He then has a pang of conscience after Fiona expresses her love for Shrek and her terrible unhappiness with Charming, driving him to switch the cup for the untainted cup last minute.
• Small Role, Big Impact: The Magic Mirror has this role twice in this film. He's the one who originally told Lord Farquaad about Fiona, which led to Shrek and Donkey being sent to retrieve her, thus meaning Prince Charming didn't get the chance to rescue her and the Fairy Godmother's initial plan was ruined. Then, when Gingy, Pinocchio and the rest of the gang are watching the Magic Mirror on the night of the Far, Far Away Ball, they happen to spot Shrek, Donkey and Puss being arrested, and instantly set off to help them.
• Spit Take: When Lilian mentions Shrek and Fiona's future children, Harold spits out his water and Shrek chokes on his spoon.
• Staredown Faceoff: Shrek goes to the Fairy Godmother's office in her potion factory to ask for help with making Fiona happy. The Fairy Godmother mockingly tells him that Fiona is unhappy because ogres do not live happily ever after, which leads to both quickly getting increasingly confrontational, culminating into an angry stare down contest (until it's interrupted by a factory worker bringing food).
• Stock Audio Clip: There are some notable audio bytes that are recycled from the first movie.
  • The Big Bad Wolf saying "What" is recycled, since according to the audio commentary his voice actor couldn't replicate the same line reading from the original recording.
  • Donkey's "Wow!" when the group goes into Far Far Away is reused from his reaction to the Duloc dolls.
  • Shrek roaring at Fiona's dog is recycled from when he roared at Donkey.
  • In Far Far Away Idol, Gingy's "Ah, whizzes on you guys!" is reused from the film, when he and his friends are at Shrek's house watching on the Magic Mirror.
• Storm the Castle: The climax is about Shrek and his friends having to get into the heavily defended castle of Far, Far Away to prevent Fiona from being brainwashed into falling in love with Prince Charming. To do it, they get the Muffin Man to create the giant gingerbread man Mongo.
• Stunned Silence: When Shrek and Fiona get out of the carriage, everyone who sees them falls silent. It becomes so quiet, all that can be heard is a baby crying in the distance.
• Strong Family Resemblance: From their first scene together, one can see the strong resemblance between Fiona and her mother, Lillian. Their personalities are also quite aligned, as evident in the dinner scene.
• Suddenly Shouting:
  • Shrek does this to Donkey on the journey to Far Far Away when he starts making annoying popping noises.
    Shrek: Oh! For five minutes! Could you not be yourself? FOR FIVE MINUTES?!
  • Fairy Godmother also does this while secretly meeting Harold to talk about their deal after finding out Fiona married an ogre.
    Harold: It's not my fault, [Prince Charming] didn't get there in time!
    Fairy Godmother: STOP THE CAR!!!!!
    [her flying carriage came to a halt... at a fast food place]
• Surprise Inspection Ruse: Shrek, Donkey and Puss get into the Fairy Godmother's factory by pretending to be from "the union" coming to inspect working conditions. The Godmother's Beleaguered Assistant, who confesses that they don't even have dental, lets them in.
• Surprisingly Mundane Reason: After it's revealed Fiona married Shrek instead of Prince Charming like the King and the Fairy Godmother agreed, the King at first believes that he's being taken somewhere to be "done away with"... only for it to turn out that the Fairy Godmother (while warning him about fixing the marriage problem) also just wanted to go out for fast food (apparently she's prone to stress eating).
• Take a Moment to Catch Your Death: The Fairy Godmother, almost literally. She gets hit by her own magic blast, feels herself apparently unharmed, grins evilly as she prepares to blast Shrek again, then dies.
• Taking the Bullet: When Fairy Godmother aims to blast Shrek with a magic bolt, King Harold jumps in front of him, causing it to bounce off his armour and return to her.
• Tempting Fate: When Harold asks Lillian how things could get worse, the Fairy Godmother pops up at his balcony in her carriage.
• Territorial Comic Relief: Donkey is initially hostile toward Puss, believing he's going to take his place as Shrek's Funny Animal Sidekick.
  Donkey: I'm sorry, the position of 'annoying talking animal' has already been taken!
• That Poor Cat: When Shrek faints after taking the Happily Ever After potion, he lands on Puss, who loudly yowls.
• Third-Act Misunderstanding: Caused by Fairy Godmother, who gets Prince Charming to claim he is Shrek, as to fool Fiona.
• This Is Gonna Suck: The look on Shrek's face implies this is what he's thinking as they are about to reach their destination, greeted by a large crowd and sees Fiona's parents waiting by the door. Also Harold as they are about to greet their daughter and her husband, not at all what they expected them to be.
• Threatening Shark: The fate of the Captain Ersatz Ariel in the opening sequence is to be eaten by sharks.
• Title Reading Gag: In the DVD menu, Donkey comments that the title is unimaginative and tries to think of alternate titles.
• Took a Shortcut: In a non-video game example, Shrek, Donkey, and Fiona have to travel to the Kingdom of Far, FAR Away, which apparently takes an exceedingly long time. Yet when Shrek is arrested after stealing the Happily Ever After Potion, his whole gang back at the swamp- where darkness is already falling- witness this on television and get to Far Far Away that same evening, well before midnight.
• Trailers Always Spoil: The second trailer showed that Puss in Boots would be on Shrek's side, Fiona becomes human again and Donkey becomes a stallion.
• The Trope Formerly Known as X: During Far Far Away Idol Prince Charming sings "I'm So Sexy" in a matter so bad he is ejected from the stage. Simon remarks "That was the Artist Formerly Known as Prince Charming!"
• True Love is Exceptional: As her diary revealed, Fiona had dreamed her whole childhood of being rescued by a handsome prince and becoming "Mrs. Fiona Charming". However, she ended up falling in love with Shrek, an ogre who was a far cry from this. When she is placed with the supposed man of her dreams, Prince Charming, she does not fall in love with Charming and wants to be with Shrek again. Fiona had completely discarded her childhood fantasies and had no issue with doing so, finding everything she wants in Shrek. Harold pulls a Heel–Face Turn when he realizes this, accepting Shrek into the family and attempting to go back on his promise with Fairy Godmother.
• Tuckerization: The King and Queen are named after Harold and Lillian Michelson, because the DreamWorks animators loved them so much.
• Two Scenes, One Dialogue: With a mix of Finishing Each Other's Sentences, during the scene where Shrek and Fiona first arrive in Far Far Away, both them and Fiona's parents bicker within their respective pairs as they walk to greet each other, with each line cutting out to be finished by other side, humorously with the finished line carrying the exact opposite connotation of its predecessor.
• Uncool Undies: Pinocchio needs to come up with a lie to make his nose grow. Donkey suggests that he should say he's wearing ladies' underwear, but when Pinocchio says it, nothing happens. When they ask him whether he's actually wearing ladies' underwear, he vehemently denies it, which does make his nose grow.
• Undying Loyalty: Puss swears this to Shrek in gratitude for sparing his life after the failed assassination attempt. Donkey shows this to Shrek (even if partially to outshine Puss due to his jealousy) by trying the Happily Ever After potion before Shrek in case it's dangerous. Shrek and Fiona also prove to have this between each other as both are willing to go to the ends of the earth for each other. In the ensuing turmoil that comes when Fiona's parents object to Shrek, Fiona choses to take his side over her parents, even willing to completely cut them out of her life, much to their horror.
• Universal Group Reaction: Played for laughs.
  • When King Harold enters "The Poison Apple" inn, he whispers to the barman about an ogre problem, causing a collective gasp all around.
  • When Shrek drinks a potion that turns him into a human, three women are attracted to him. When Donkey says that he and Puss need to get Shrek out of his clothes (to change him into better-fitting ones), they all gasp excitedly in unison.
• Unseen No More: The Muffin Man is mentioned by Gingy in one scene of the first movie. He makes his first appearance in this movie.
• Unusually Uninteresting Sight: Given how everyone else reacts when they see Shrek and Fiona- fleeing in terror, attacking in terror, or staring in Stunned Silence- the heralds who deliver them the invitation at the beginning are remarkably unfazed by the sight of their princess-turned-ogre and her similarly-formed husband. And the talking donkey.
• Use Your Head: After Charming forcibly kisses Fiona (believing she took the love potion) Fiona then pretends to caress his face, and then knocks him out with a head butt. She then steps over him and reunites with the man she really loves.
• Victoria's Secret Compartment: From which Fairy Godmother draws the Love Potion.
• Villain Has a Point: Fairy Godmother and Prince Charming may be trying to break Shrek and Fiona up for their own gain, but they do pose a fair question; wouldn't Fiona be better off living as a princess in a castle, rather than an ogre in a swamp? This weighs heavily on Shrek and convinces him to try to make both of them human with the Happily Ever After potion, and give up his relationship with her so she can have a better life with Prince Charming. While he changes his mind about giving Fiona up once he realizes both of them are being manipulated, he ultimately lets her choose whether they will remain human or go back to being ogres.
• Villainous Breakdown: Fairy Godmother, when she discovers that Harold did not give Fiona the potion. She sees Harold stand up to her, realizing her chances of putting her son on the throne are gone. She attempts to take out her anger on Shrek and Fiona, only for Harold to jump in the way and send the magic blast back at her.
• Villainous Mother-Son Duo: The Fairy Godmother is the Big Bad and intends for her son, Prince Charming to marry Princess Fiona and become king so that she can rule the Land of Far-Far-Away with him as her stooge. While she's a doting mother and he's a Spoiled Brat, they're a rare mutually respectful example of this trope.
• Villainous Valor: The Far Far Away knights protecting the castle at the climax are extremely competent and never flee from their position, even when confronted with a hundred-foot-tall gingerbread man. Although the "villainous" part is debatable here, considering they were just doing their jobs to protect the castle from what was very clearly a hostile invader.
• Villain with Good Publicity: Everybody loves the Fairy Godmother — she seems quite nice and she's very famous for her potions and happy endings.
• Was Just Leaving: Exploited. Persuaded by his newest enemy-turned-ally, Shrek goes to Fairy Godmother's workshop to get a magical solution to his problems. Unbeknownst to Shrek, Fairy Godmother has an agenda against him and refuses to sell him a potion. After she monologues about how there are no ogres in any happy ending, one of her workers burst into her office to bring her lunch. The worker says they can return later but Shrek has other plans —namely, sneaking into the factory proper to steal the potion. He politely excuses himself and his companions while wearing a mischievous expression.
  Shrek: Oh! That's okay, we were just leaving. [clasping his hands] Very sorry to waste your time, Miss Godmother.
• Wedding Ring Removal: It was implied Fiona was considering it after the talk with her father, when she was seen fiddling with her ring.
• Wedgie: Gingerbread Man gives Pinocchio one to prove he's wearing a thong.
• Weird Trade Union: Shrek, Donkey, and Puss in Boots pretend to be union representatives from one of these in order to sneak into Fairy Godmother's factory without being thrown out. Given the reaction by the receptionist, one for "workers of magical industries, evil or benign" does actually exist, with him admitting that Fairy Godmother doesn't exactly treat them very well, not even having dental.
• Wham Shot: The reveal at the end that shows King Harold turned back into a frog, as well as the Wham Line accompanying it.
  Harold: I had hoped you would never see me like this.
• What Could Possibly Go Wrong?: Harold, after arguing with Lillian about Fiona's marriage, says "I don't know how it could get any worse!" Cue Fairy Godmother secretly visiting him, greeting him with a menacing "Hello, Harold".
• What the Hell, Hero?:
  • Donkey delivers a hilarious but minor one to Shrek after the latter roars at Fiona's dog and tells Fiona that whether her parents like it or not, he is an ogre and that won't change.
    Donkey: That's real smooth, Shrek. [imitating Shrek] I'm an ogre! AAAARRRRRGGGGHHHHHH!
  • Lillian gives a slight one to Harold after the dinner disaster, pointing out that he started the whole argument when his prejudice towards Shrek.
  • When Fiona fainted due to the effects of the Happily Ever After potion, Lillian gave Harold a silent glare, presumably thinking Fiona fainted from the stress of the pressure Harold imposed upon her.
  • Fiona gave another one to Harold after Charming impersonated Shrek, thinking his prejudice made Shrek feel forced to change. Lillian even questions him about it.
    Lillian: You wouldn't have had anything to do with this? Would you, Harold?
• When the Clock Strikes Twelve: The drinkers of the Happily Ever After potion should kiss each other by midnight for the effects to stick. Shrek lampshades it by wondering why it's always midnight.
• White Stallion: Donkey becomes a gorgeous white stallion after drinking the Happily Ever After potion. It doesn't stick.
• With This Ring: Shrek has the seven dwarves make a wedding ring for Fiona. Shrek picks up the ring while it's still hot and accidentally tosses it into the air. Fiona manages to catch it on her finger, and it then glows with the words "I love you".
• Xanatos Speed Chess: After Shrek and his friends steals the beauty potion from Fairy Godmother's potion factory, all she needs to know is which potion that was taken for her to immediately come up with a counter plan against Shrek that almost payed off for her and Prince Charming.
• You Shall Not Pass!: Puss in Boots holds off a pack of guards as Shrek rushes to stop the Fairy Godmother's evil plot, a payment of his life debt. It's not especially difficult for him, as a deceptively skilled swords-cat.

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♫ Come on, come on
Spin a little tighter
Come on, come on
And the world's a little brighter
Come on, come on
Just get yourself inside her
Love...
I'm in love ♫

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