Shrek 3: The Third is a 2007 animated film, and the third and penultimate film in the Shrek series, following Shrek and Shrek 2. It was produced by DreamWorks Animation, and distributed by Paramount Pictures, and was released in U.S. theaters on 18 May 2007 (exactly 6 years after the first Shrek).

It was produced with the working title of Shrek 3, the name being changed to avoid potential confusion with Shrek 3-D. Like the first two Shrek films, the movie is significantly based on fairy tale themes. The film was rated PG by the MPAA for some crude humour, suggestive content and swashbuckling action. It was nominated for Best Animated Movie at the Nickelodeon Kids' Choice Awards 2008.

The film received mixed reviews from Critics, in contrast to the critical acclaim of Shrek and Shrek 2. Despite mixed reviews, the film became a box office success, grossing over $798,998,162. Its the 2nd highest-grossing film of the series, under Shrek 2.


King Harold (John Cleese) falls ill as a frog and his ogre son-in-law, Shrek (Mike Myers), and daughter, Princess Fiona (Cameron Diaz) are next in line to be King and Queen of Far Far Away. Shrek declines, insisting that an ogre as king is a bad idea and that there has to be someone else for the job. With his final few breaths, the king tells Shrek that there is one other heir who can become the new King of Far Far Away: his nephew, Arthur Pendragon (Justin Timberlake). After a mournful funeral, Shrek sets out on a quest to bring back the new king, along with Donkey (Eddie Murphy) and Puss in Boots (Antonio Banderas). As they're sailing off, Fiona runs to the dock and announces to Shrek that she is pregnant and he is going to be a father. Shocked, Shrek begins to have nightmares about his future children on the journey to find Arthur.

The trio's journey soon leads them to Worcestershire Academy, an elite boarding school, where they discover that Arthur ("Artie", as he prefers to be called) is a scrawny 16-year old underachiever picked on by virtually everyone, from the cool kids down to the retainer wearing Dungeons and Dragons geeks. Far removed from the courageous legend his name evokes, Artie stands literally at the bottom of the high school food chain. He is constantly used as a punching bag by the school Jousting Team, led by the obnoxious Sir Lancelot (John Krasinski), and cruelly scorned by Guinevere (Latifa Ouaou), the school "Queen Bee."

At the school pep rally, Shrek finds Artie and tells him that he's the new king of Far Far Away. Encouraged by his new title, Artie then delivers a heartfelt speech, berating all the high school students (particularly Lancelot and the jousting team), and professing his undying love to Guinevere, but Shrek stops him, stating, "You just overdid it." Later, on board Shrek's ship, Artie is only too excited to be on his way to the throne, until Donkey and Puss inadvertently scare him by talking about responsibilities of being king. Panicked, Artie tries to take control of the ship and ends up crashing it on an island where they meet Artie's retired wizard teacher, Mr. Merlin (Eric Idle).

Meanwhile, a revenge-lusted Prince Charming (Rupert Everett) has gone to the Poison Apple Bar, where he encounters a slew of fairy tale villains including Captain Hook (Ian McShane), the Evil Queen (Susanne Blakeslee), a Cyclops (Mark Valley), Rumpelstiltskin (Conrad Vernon), Mabel the Ugly Stepsister (Regis Philbin), the Headless Horseman (Conrad Vernon), Stromboli the Puppet Master (Chris Miller), and an assortment of outlaws, black knights, pirates, ents and witches. Although they initially despise Charming, he persuades them to join him in a fight for their "happily ever after". The villains feel their side of the story has never been told and now is the time to do it.

Charming and the other villains invade the kingdom and village for a time before attacking the castle, disrupting Fiona's celebrating of becoming a mother. They capture all of Shrek's fairy tale friends: Gingy (Conrad Vernon), Pinocchio (James Caan), The Big Bad Wolf (Aron Warner), and The Three Little Pigs (Simon Pegg), Dragon, and the Dronkeys. Fiona and Queen Lillian (Julie Andrews) try to escape through an underground passage, along with Doris, the Ugly Stepsister (Larry King (USA)/Jonathan Ross (UK)), Cinderella (Amy Sedaris), Snow White (Amy Poehler), Sleeping Beauty (Cheri Oteri) and Rapunzel (Maya Rudolph); the ladies are captured, however, when Rapunzel betrays them and leads them into a trap. They learn that she is in love with Charming, who plans to make her his queen once he claims the throne.

Captain Hook and some of his pirates track Shrek and company to Merlin's island, where they attempt to capture Shrek and kill the others. Shrek and Artie tag-team them effectively, however, and send the villains running, but not before Hook mentions Charming and the takeover of Far Far Away. Concerned for his wife and his future children, Shrek urges Artie to return to the safety of Worcestershire; Artie, however, has other ideas. He cons Merlin into coming out of retirement long enough to use his magic and send them all back to Far Far Away; the spell works, but accidentally causes Puss and Donkey to switch bodies because they were touching each other. They find that Charming is bent on revenge against Shrek for 'stealing' his "happily ever after," and plans to kill Shrek in a play later that night. Charming's men arrive shortly, but another clever ruse by Artie tricks the knights into not taking them into custody. They then break into the castle, where play rehearsal and set design are in full swing, and where Charming is bad at rehearsing and mock battles, "killing" two faux Shrek in a row. In Charming's dressing room, Shrek menaces Charming but Charming is able to summon his men, who burst in and take the four captive.

Charming prepares to kill Artie, believing he's the next king. To save Artie's life, Shrek tells Charming that Artie was just a fool to take his place as King of Far Far Away. Charming believes Shrek and decides not to kill him. Artie, who had just been growing to trust Shrek, is crushed by this and runs away. Donkey and Puss are thrown into the tower with Fiona and the other ladies, where Fiona is growing frustrated with the other princesses and their lack of initiative. Queen Lilian soon grows fed up, and successfully smashes the stone wall of the prison by head-butting the walls. While the women launch a rescue mission for Shrek, who is being held captive elsewhere, Donkey and Puss work to free Gingy, Pinocchio, the wolf and pigs, Dragon, and the Dronkeys. As they prepare to enter the castle and join the ladies, they encounter Artie, and Puss and Donkey explain to him that Shrek lied so Charming wouldn't kill him. Artie seems hesitant to believe them.

As the kingdom watches, Charming stages a theatrical performance in which he heroically rides to the rescue of Rapunzel in a (fake) tower and sings, somewhat badly. To Charming's profound annoyance, the chained Shrek wins the audience's support by ridiculing his singing and acting. Just as Charming is about to kill Shrek, Fiona and her friends, along with Puss, Donkey and the Fairy Tale characters, leap onto the stage to confront the villains. It goes awry, however, as the villains largely outnumber the heroes and take them prisoner again. In the nick of time, Artie arrives and convinces the villains to stop and turn over a new leaf, proving himself to possess effective leadership skills. He says something that Shrek told him when they were sitting around a fire at Merlin's island- "Just because some people treat you like a villain, an ogre, or just some loser, it doesn't mean you are one. The thing that matters most is what you think of yourself. If there's something you really want or someone you really want to be, then the only one standing in your way is you." The villains drop their weapons and release their captives.

Charming, furious at having been thwarted, lunges for Artie with his sword. Shrek blocks the blow and appears to take it in his own chest, leading Charming to believe he's won; but Charming missed, and the sword is lodged harmlessly under Shrek's arm. Shrek informs Charming that he needs to keep looking for his own happily ever after, because he's not giving up his own. As Shrek pushes Charming aside, Dragon slyly knocks over Rapunzel's tower, Charming is presumably killed when the tower lands on him as he utters his last words ("Mommy..."). Charming's crown is sent rolling across the stage by the impact and is caught by Artie. Shrek tells him that the throne is his if he wants it, but it is his decision to make. Artie lifts the crown toward the audience, who cheer him loudly, then sets it on his own head. While the kingdom celebrates their new monarch, Merlin appears and restores Puss and Donkey to their proper bodies, though their tails were temporarily mismatched.

As Far Far Away is left in the capable hands of young Artie, the movie ends as Shrek retires with Fiona to their swamp a few months later, becoming the parents of ogre triplets (later named Farkle, Fergus, and Felicia, in Shrek the Third's Sequel, Shrek Forever After) with Donkey and Puss.



  • Mike Myers as Shrek
  • Eddie Murphy as Donkey
  • Cameron Diaz as Princess Fiona
  • Antonio Banderas as Puss in Boots
  • Justin Timberlake as Arthur Pendragon
  • John Cleese as King Harold
  • Julie Andrews as Queen Lillian
  • Rupert Everett as Prince Charming
  • Eric Idle as Merlin
  • Conrad Vernon as Gingy / Rumpelstiltskin
  • Cody Cameron as Pinocchio / Three Little Pigs
  • Aron Warner as Wolf
  • Amy Poehler as Snow White
  • Maya Rudolph as Rapunzel
  • Larry King as Doris
  • Amy Sedaris as Cinderella
  • Cheri Oteri as Sleeping Beauty
  • Ian McShane as Captain Hook


  • Shrek the Third is the only Shrek film that doesn't start off with a story book sequence.
  • This is the only movie where Fiona is not human.
  • Since Donkey and Puss switched bodies, Donkey in Puss's body, Donkey drew a D for his name on Pinnochio.
  • More fairy tale princesses are shown (Rapunzel, Sleeping Beauty, Snow White and Cinderella.)


  1. Royal Pain - (Eels) - 2:28
  2. Do You Remember Rock 'n' Roll Radio? - (The Ramones) - 3:50
  3. Immigrant Song - (Led Zeppelin) - 2:25
  4. Barracuda - (Heart) - 4:39
  5. Live and Let Die - (Wings) - 3:13
  6. Best Days - (Matt White) - 3:01
  7. Joker & the Thief - (Wolfmother) - 4:41
  8. Other Ways - (Trevor Hall) - 3:25
  9. Cat's in the Cradle - (Harry Chapin) - 3:46
  10. Losing Streak - (Eels) - 2:50
  11. What I Gotta Do - (Macy Gray) - 3:09
  12. Thank You (Falettinme Be Mice Elf Agin) - (Eddie Murphy, Antonio Banderas) - 4:39
  13. Final Showdown - (Maya Rudolph, Rupert Everett) - 1:55
  14. Charming's Plan - (Harry Gregson-Williams) - 2:49
  15. Touched by Love - (Eran James) (Australian Bonus Track) - 3:55