"Shrek The Third" Reel 2ab, Page 1 Final Dialogue List

“SHREK THE THIRD” REEL 2AB, PAGE 1
Final Dialogue List

Definitions in Italics
Additions/Changes in Bold and Underlined Text
START MEASURING 0.00 AT START MARK IN ACADEMY LEADER.

11-15
EVIL QUEEN
(sobbing intake of breath) Pretty unfair.
(unfair : not equitable - unjust - note play on 'unfairest' as meaning 'least beautiful' in
Reel 1AB)
(in the bar, the Evil Queen reacts unhappily - Charming turns to the Puppet Master,
who once had custody of Pinocchio)
22-07
PRINCE CHARMING
(to Puppet Master) And you!
24-12
PRINCE CHARMING (off)

Your star puppet abandons the show to go and find his father.
(star : featured - most popular)
(referring to the fairy tale story of Pinocchio written by Carlo Collodi in the 19th century -
Pinocchio is a wooden puppet created by an old man named Geppetto - Pinocchio
longs to be a real boy and heads off on a series of adventures - in the first "Shrek"
movie, Geppetto sells Pinocchio for a pittance)
33-01
PUPPET MASTER
(sniffles) I hate that little wooden puppet.
37-05
PRINCE CHARMING
And Hook. Need I say more?
(Hook : Captain Hook, the villain of J.M. Barrie's play and novel "Peter Pan" - Hook is
a pirate captain and Peter Pan's nemesis - he wears an iron hook in place of his right
hand, which was cut off by Peter Pan and eaten by a crocodile)
(Need I say more : referring to the fact that Captain Hook's name describes his ill
treatment by the fairy tale hero Peter Pan)
43-00
Final Dialogue List
CAPTAIN HOOK
(sighs sadly)
47-01
PRINCE CHARMING
(to Rumpelstiltskin) And...
48-06
PRINCE CHARMING (face off)

...you, Frumpypigskin!
(Frumpypigskin : note humorous mispronunciation of 'Rumpelstiltskin' - 'Frumpy' is a
colloquial term for, 'dull, plain and unfashionable')
RUMPELSTILTSKIN
Rumpelstiltskin.
(lead character from the fairy tale from the collection of the brothers Grimm - a dwarf,
he tells a woman who has promised him her first-born child that he will not hold her to
her promise if she can guess his name - she finds it out, and Rumpelstiltskin, furious,
destroys himself)
52-12
PRINCE CHARMING
Where's that firstborn you were promised, eh?
56-14
PRINCE CHARMING
Mabel. Remember how you couldn't get your little fat foot into that tiny glass slipper?
(note that, in the fairy tale of Cinderella, Cinderella is able to attend Prince Charming's
ball through the magical changes of her fairy godmother - however, the spell ends at
midnight and when Cinderella is fleeing the ball, she drops one of her glass slippers -
the Prince then searches the countryside for Cinderella, having all of the young women
try on the slipper to see if it fits - when he reaches the home of Cinderella and her
stepmother, both stepsisters try to squeeze their large feet into the tiny slipper, but fail)
69-06
MABEL
(sighs sadly)
Final Dialogue List
PRINCE CHARMING (off)

Cin-...
73-02
PRINCE CHARMING
...-derella is in Far Far Away right now, eating bonbons, cavorting with every little last fairy tale
creature that has ever done you wrong! Once upon a...
(bonbon : candy that often has a center of fondant, fruit, or nuts and is coated with
chocolate or fondant)
(done you wrong : colloquial for, 'mistreated you' - 'taken advantage of you')
(Once upon a time : note that most fairy tales, especially those from the Brothers
Grimm collection, begin with this phrase)
91-09
PRINCE CHARMING
...time, someone decided that we were the losers. But there are two...
(the losers : the ones who would fail - the ones who would not achieve our desires)
99-10
PRINCE CHARMING (face obscured)

...sides to every story. And our side has not been told!
(sides : aspects - perspectives)
106-08
PRINCE CHARMING
So...who will join me? Who wants to come out on top for once?
(come out on top : colloquial for, 'win' - 'succeed')
114-00
SINGING WITCH
(low) I do.
OTHER WITCH
(low) Yeah.
PRINCE CHARMING (off) (overlapping)

Who wants their...
116-11
Final Dialogue List
PRINCE CHARMING
..."happily ever after"?
(i.e., 'happy ending' - 'contented outcome' - note that 'and they lived happily ever after'
is often the concluding phrase of fairy tales, especially those that have a romantic
storyline)
BAR PATRONS (overlapping)

(low and indistinct chatter - continues under following scenes and dialogue)
121-10
VILLAINS
Yeah!
123-07
VILLAINS
Yeah!
125-12
VILLAINS
(chanting of "Yeah!" continues under following scenes and dialogue)
BAR PATRONS (overlapping)

(brawling shouts and grunts - continues under following scenes and dialogue)
PIRATE #1 (overlapping)
(growling) Yea, yea, arrgh! (laughing) Arrgh, (off) yea!
130-13
PIRATE #2
(laughing) Ha-harrgh, yeeeea!
137-03
Final Dialogue List
BLIND MOUSE #1
This way, gents. Oof!
(gents : short for, 'gentlemen')
(note that the Three Blind Mice are on the steps overlooking the harbor - Mouse #1
tumbles off a step - Puss is saying good-bye to a lady cat - he, Donkey and Shrek are
about to leave by ship to find Arthur)
160-15
PUSS (off)
(sighing) Ahhh, (on) it's out of my hands, señorita. The winds of fate have blown on my destiny.
But I will never forget you. You are the love of my life.
(out of my hands : not in my control)
(señorita : Spanish term of respectful address for an unmarried woman)
(The...destiny : colorful metaphor meaning that he must move on to another part of
his life)
(Puss then turns to a second lady cat - note humor of his obvious insincerity)
180-06
PUSS
(to second cat) As, uh, are you. (to third cat) And, uh...
(more lady cats are wandering around on the dock)
185-00
PUSS
...you. (to fourth cat) And-- Ooh, uhh...hi. Um, I don't know...
189-12
PUSS
...you, but I'd like to. I gotta go!
(Donkey is talking to Dragon as the Dronkeys hover around)
196-10
DONKEY
I know, I know. I don't want to leave you either, baby. But you know how Shrek is. The dude's
lost without me.
(baby : slang term of endearment)
(dude : slang for, 'fellow')
(lost : completely confused as to how to act or proceed)
205-12
Final Dialogue List
DONKEY
But don't worry. I'll send you airmail kisses every day! (blows kiss to Dragon, then addressing
Dronkeys:) All right, be strong, babies.
(airmail : mail conveyed by aircraft)
(airmail kisses : Donkey's term for long-distance 'air kisses', facial expressions in
which the lips are pursed as if kissing, followed by blowing, as if sending the kisses
through the air)
216-03
DONKEY
Be strong. Now, Coco, Peanut...you lis-...
(Coco, Peanut, Bananas : note humor of these rather odd children's names)
220-01
DONKEY (off)
...-ten to your mama, all right? And, Bananas, no...
(mama : colloquial for, 'mother')
223-05
DONKEY
...more roastin' marshmallows on your sister's head.
(implying that Bananas puts marshmallows on his sister's head, then breathes fire on
them to roast them)
(Bananas sneezes and flames shoot up from where he sneezed)
226-04
DONKEY
Ohhh...
229-00
DONKEY
...that's my special boy! Oh, come over here, all of you! Give your daddy a big hug! (laughs -
continues under following scenes)
(daddy : diminutive colloquial for, 'father')
236-07
Final Dialogue List
FIONA
(takes a deep breath)
245-06
FIONA
(sighs) Shrek? (nervous chuckle) Maybe you should just...stay...and be King.
SHREK (face obscured)

Oh...
256-06
SHREK
...come on. (chuckling) There's no way I could ever run a kingdom. That's why your cousin
Arthur's a perfect choice.
FIONA (face obscured)

It's...
266-09
FIONA
...not that. (chuckling) No. It's...you see--
SHREK (face obscured) (interrupting)

And if...
271-05
SHREK
...he gives me any trouble, I've always got persuasion and reason. Here's persuasion...and
here's reason. (laughs)
(Here's...reason : note that Shrek holds up his fists - humorously implying that rather
than talking to Arthur and using verbal persuasion and reason to convince him to come
to Far Far Away, he's merely named his fists that, and he'll use physical violence to
bring Arthur back)
283-13
Final Dialogue List

(takes a breath)
286-01
SHREK
Fiona...soon it's just gonna be you, me...and our swamp.
(it's just gonna be : our lives are going to be centered around only)
FIONA
(takes a quick breath)
296-04
FIONA
(sighs) It's not going to be just you and me.
(meaning she's pregnant - note that Shrek interprets her to be worried that their quiet
life will be interrupted by more royal demands)
(the Ship Captain sounds the horn)
304-06
SHIP CAPTAIN
(shouting) All aboard!
(meaning that everyone traveling on the ship must board it)
307-08
SHREK
It will be. I promise. (kisses her) I love you.
(Shrek boards the ship)
317-09
FIONA
(takes a breath and sighs)
320-07
DRONKEYS' SKYWRITING READS:
We Love
You Daddy
Final Dialogue List
QUEEN LILLIAN, PINOCCHIO, GINGERBREAD MAN, THREE PIGS & WOLF (off)
Aww-...
327-02
QUEEN LILLIAN, PINOCCHIO, GINGERBREAD MAN, THREE PIGS & WOLF

...-www!
PIG #1 (overlapping)
That's lovely.
DONKEY (off)
(shouting to Dronkeys) Bye-...
329-13
DONKEY
(shouting) ...-bye, babies!
(the ship begins to leave the dock)
334-07
FIONA
(shouting) Shrek!
345-08
SHREK
(shouting) Yeah?
347-03
FIONA
(shouting) Wait!
SHREK (off)
(shouting) Wh-...
348-10
SHREK
(shouting) ...-at is it?
350-08
Final Dialogue List
FIONA
(shouting) I'm...I'm... (drowned out by horn) pregnant!
(Shrek hasn't heard the last word)
355-00
SHREK
(laughs, then shouting:) I love you, too, honey!
361-15
FIONA
(shouting) No! No, I said I'm (drowned out by horn) preg-...
366-08
FIONA (off)
...-nant!
SHREK
(shouting) You're what?
373-01
FIONA
(shouting) I said I'm pregnant!
PIG #1
Oh-ho!
377-08
PINOCCHIO
Whoopee!
PIG #1 (overlapping)
Oh, yo-ho-ho! Ja!
(Ja : German for, 'Yes.' - note that the Three Pigs all speak with German accents)
WOLF (overlapping)
Yay. All right. Yeah.
Final Dialogue List
GINGERBREAD MAN (overlapping)

Whoo-hoo!
380-03
SHREK
(shouting) Ahhh...what was that?
385-02
FIONA
(shouting) You're going to be a father!
390-02
SHREK
(laughs, then shouting:) That's great!
395-10
FIONA
(shouting) Really? I'm glad you think so! I love you!
403-00
SHREK
(shouting) Yeah! (nervous chuckle) Me, too! You!
(Me, too! You! : i.e., 'I love you, too! I love you!')
410-06
DONKEY (off)
I'm...
415-08
DONKEY
...gonna be an uncle! I'm gonna be an uncle! I'm gonna be an uncle!!!
(note that Donkey is referring to 'uncle' as a term of affection used by children for a
man who is close friends with their parent or parents)
Final Dialogue List
PUSS
(to Shrek) And you, my friend, are royally sc-- (cut off by horn)
(royally : colloquial for, 'extremely' - note appropriateness of this term, as many of the
characters in the story are royalty)
(sc-- : note that Puss is drowned out by the horn, but says 'screwed', slang for, 'in
serious trouble' - 'in a very difficult position from which there is no escape')
(that night, Shrek is asleep in his cabin - in a nightmare, Shrek thinks he has awakened
and sees that the ship has beached itself in the swamp by his former house)
dissolve: 433-00
SHREK
Ohh. Home.
485-03
SHREK
(laughing) Yee-hoo-hoo-...
488-15
SHREK
...-ooo! (sniffs deeply) Aye!
(Aye : Scottish affirmative)
495-08
FIONA (off)
(calling) Shrek!
SHREK
Ooh. (laughs)
(Shrek hurries into the house)
508-00
SHREK
Fiona!
(the house appears to be empty)
511-15
Final Dialogue List
SHREK
Fiona?
(the door slams shut and a baby carriage rolls into the room - Shrek peers into it and
discovers an Ogre Baby inside)
530-02
OGRE BABY #1
(coos excitedly)
SHREK (face off)

Huh?
OGRE BABY #1
(coos happily)
547-12
SHREK
Oh, no.
550-00
OGRE BABY #1
(coos happily, then burps)
SHREK (off)
(chuckles)
554-10
SHREK
Better out than in, I always say. (laughs - continues under following scene)
(Better out than in : i.e., 'Better to expel gas through burping, than keep it in and feel
abdominal distress')
(the Baby spews out a deluge of vomit over Shrek)
559-10
OGRE BABY #1
(spews out vomit - continues under following scene and dialogue)
560-09
Final Dialogue List
SHREK
Whoaaa!!! (grunts and groans) Whoa! Ho!
569-03
OGRE BABY #1
(sneezes and coughs)
573-01
SHREK
No, no, no, no.
OGRE BABY #1 (off) (overlapping)

(bursts out crying - continues under following scenes and dialogue)
575-10
SHREK (off)
(chuckles nervously) No, no, no.
577-13
SHREK
No.
578-11
SHREK
No, it's okay. It's gonna be all right.
(a second Ogre Baby crawls by)
OGRE BABY #2
Dada!
(babyish term for, 'Daddy', diminutive for, 'Father!')
SHREK (overlapping)
Huh? Wha--?
(Shrek sees that the house is filled with out of control Ogre Babies)
Final Dialogue List
OTHER OGRE BABIES (off) (overlapping)

(playful shrieking and laughter - continues under following scenes and dialogue)
585-08
SHREK
(grunts) Hey! Agh! Stop!
OGRE BABY #3 (overlapping)

(giggles and coos)

(excited laughter)
591-07
SHREK (off)
Hey, hey, wait! (on) (grunts/sighs with relief)
OGRE BABY #4
(giggles)
594-13
SHREK (off)
Wha--?
597-05
OGRE BABY #4
(giggles)
SHREK (overlapping)
Hey, hey! No...
598-11
SHREK
...no! No!
601-00
Final Dialogue List
SHREK (off)
No! (face off) No, no, no, no, no! (on) No, no! (blows out match) Ho!
605-15
SHREK
Hey! Hey!
OGRE BABY #5
(loud shriek - continues under following scene)
SHREK (overlapping)
Huh?
609-07
OGRE BABY #5 (off)

(shrieking segues to loud crying - continues under following scenes and dialogue)
611-15
SHREK
Ohh, no!
613-02
SHREK (off)
Hey, hey, wait! (on) What the--? Hey!
615-15
SHREK (face off)

(panicked grunting)
(after gathering up numerous misbehaving babies, Shrek looks in the bedroom and
sees Baby #6, sitting in his bed, reading a book)
617-10
SHREK
Huh?
618-15
Final Dialogue List
OGRE BABY #6
Ah-ba-ba-boo.
(hundreds of Babies begin pouring in through the window)
621-10
MORE OGRE BABIES (off)

(distant giggling and crying - continues under following scenes and dialogue)

(makes crying noises - continues under following scene)
625-04
SHREK (off)
(cries out in horror)
OGRE BABY #8
(laughs - continues under following scenes and dialogue)

Dada!
OGRE BABY #10

(low) Dada!
631-07
SHREK
Agh...
OGRE BABY #11

Dada!
SHREK
Ohh....
OGRE BABY #12

Da-...
Final Dialogue List
SHREK (face off) (overlapping)

Agh....
637-14
OGRE BABY #12 (off)

...-da!
SHREK
Aggh....
639-04
SHREK
Aggh.... Aggh, aggh, aggh...
642-07
SHREK
...no!
OGRE BABIES
(overlapping cries of "Dada!" - continues under following scenes)
(Shrek is inundated by the torrent of babies - he then opens his eyes to find himself
standing on a stage, naked, facing an audience of babies)
644-02

(extremely low, frantic panting)
645-10
SHREK
(pants with relief)
OGRE BABY AUDIENCE (off) (overlapping)

(bursts out laughing - continues under following scenes and dialogue)
(in the nightmare, Shrek seems to have mercifully awakened)
659-00
Final Dialogue List
SHREK
(screams, awakening - continues under following scene)
664-15
SHREK
Ohh! Donkey...Donkey!
670-03
SHREK (off)
Wake up!
(Donkey and Puss look over at Shrek, but they have baby heads)
DONKEY/OGRE BABY
Gaga-gaga-boo-boo.
673-05
SHREK
(horrified screaming - continues under following scenes and dialogue)
674-03
DONKEY/OGRE BABY
(growling malevolently) Dada!
677-15
SHREK
(screams, awakening) (gasps and pants, catching his breath - continues under following scene
and dialogue)
(Shrek finally awakens from his horrible nightmare - he's on the boat deck)
681-06
DONKEY
Shrek! Shrek, you okay?
684-09
Final Dialogue List
SHREK
(moaning) Ohh.... I can't believe I'm gonna be a father. How did this happen?
(How did this happen : note that Shrek is asking this generally, meaning, 'How did I
allow this event to occur', referring to his ignoring Fiona's remarks about wanting
children and not openly discussing the subject with her, but Puss interprets him very
literally and specifically to mean, 'How did I get her pregnant')
PUSS (face obscured)

Al-...
695-07
PUSS
...-low me to explain. You see, when a man has certain feelings for a woman, a powerful urge
sweeps over him.
(sweeps over him : overwhelms him)
705-15
SHREK
I know how it happened! I just can't believe it.
DONKEY
(to Puss) How does it happen?
PUSS
(sighs)
721-15
SHREK
(sighs softly)
DONKEY (off) (singing)

'Annnn-...
732-10
Final Dialogue List
DONKEY (singing)
'...- nnd the cat's in the cradle and the silver spoon,
Little Boy Blue and the Man in the Moon
(the cat's in the cradle : referring to a 'cat's cradle', a game in which a string is looped
on the fingers to form an intricate pattern between a player's hands that can be
successively varied or transferred to another player's hands)
(silver spoon : colloquial expression referring to family wealth - taken from the phrase,
'born with a silver spoon in his/her mouth')
(spoon, Moon : note that these words rhyme)
(Little Boy Blue : title character of a children's nursery rhyme)
(Man in the Moon : term for the image of a human face that is perceived by some
cultures to be in the full moon)
(lyrics to the song "The Cat's in the Cradle" by American songwriter and singer, Harry
Chaplin - the lyrics of the song tell the story of a father who is too busy to spend time
with his son - as the son grows older, he admires his father and wants to grow up in his
image - when the son becomes a man, the father is eager to spend time with him, to
make up for lost time, but the son is too busy with his own work and family to spend
time with his father - the father discovers that his son has grown up to be just like him)
SHREK
(sighs irritably)
DONKEY (singing) (overlapping)

'"When you comin' home, son?" "I don't know when,
But we'll get together then, Dad."'
(when, then : note that these words rhyme)
SHREK (interrupting)
Donkey! Can you just cut to the part where you're supposed to make me feel better?
(cut to the part : move quickly ahead to the section of the conversation)
(said sarcastically)
PUSS
You know I love Fiona, boss. Right?
(boss : slang for, 'one in charge' - 'employer')
763-09
Final Dialogue List
PUSS
What I am talking about here...is you, me, my cousin's boat, an ice cold pitcher of mojitos, and
two weeks of nothing but (whistles) fishing. (making sound of fishing reel) Kk-kk-kk-kk-kk-kk.
(mojito : alcoholic drink made of rum, sugar, lime juice, crushed mint leaves, soda
water, and shaved ice)
778-07
DONKEY
Man, don't you listen to him! Look, havin' a baby is not gonna ruin your life.
SHREK
It's not my life I'm worried about ruining. It's the kid's. I mean, when have you ever heard the
phrase "as sweet as an ogre" or "as nurturing as an ogre"? Or how 'bout, "You're gonna love
my dad. He's a real ogre."
(implying that he feels he would be a poor father)
DONKEY
Okay, okay, I get it.
(get it : understand)
812-13
DONKEY
Look, nobody said it was gonna be easy. But at least you got us to help you out.
SHREK
That's...
818-03
SHREK
...true. (chuckles politely) I'm doomed.
(sarcastically meaning that Puss and Donkey are equally useless as role models for a
child)
823-06
DONKEY
You'll be fine.
826-00
Final Dialogue List
SHIP CAPTAIN (off)

You're finished.
(note that this normally means, 'You're doomed to death or destruction', but here, the
Captain means, 'You're journey is completed')
830-13
SHIP CAPTAIN
Uh, uh, well, with your journey. Uh-huh.
(the Captain points to the shore - a castle stands on a hill beyond - the three then walk
to the castle)
842-07
CASTLE SIGN READS:
Worcestershire
(county in west central England)

849-11
DONKEY
(reading phonetically) "Wor-ces-ters-shiree"? Now that sounds fancy!
(Wor-ces-ters-shiree : note that Donkey attempts to phonetically sound out the word,
which is pronounced 'Wurh-steh-shur')
SHREK
It's Worcestershire.
858-12
DONKEY
Like the sauce? Mmmm. It's spicy!
(referring to Worcestershire sauce, a piquant sauce of soy, vinegar, and spices)
(the drawbridge lowers in front of them)
863-14
DONKEY
Ohhh! They must be expectin' us. (screams)
(a medieval school bus [a large wooden, horse-drawn cart] comes up behind them at
top speed)
876-11
Final Dialogue List
STUDENTS ON BUS
(shout and yell - continues under following scene)
(the bus moves into the courtyard)
878-03
DONKEY (off)
What in...
882-04
DONKEY
...the shista-shire kinda place is this?
(in the shista-shire : note that Donkey is using a variation of 'Worcestershire' to invent
an emphatic phrase)
SHREK
Well, (exhales) my stomach aches and my palms just got sweaty. Must be a high school.
(implying that Shrek had these physical symptoms when he was in high school)
DONKEY
High school?
(they cross over the drawbridge into the courtyard - a group of cheerleaders practice)
895-06
HEAD CHEERLEADER
Ready?
CHEERLEADERS (chanting)
Okay!
Wherefore art thou headed, to the top?
Yeah, we think so, we think so!
And dost thou thinkest thine can be...
(Wherefore : archaic English for, 'Where')

(art thou : archaic English for, 'are you')
(top : rhymes with 'stopped' in dialogue below)
(thinkest : archaic English for, 'think')
(dost thou thinkest thine : archaic English for, 'do you think you')
(note humor of this cheer, which should be sharply rhythmic and appealing to a crowd -
the use of archaic English makes it unwieldy and clunky)
907-15
Final Dialogue List
CHEERLEADERS (off) (chanting)

...stopped?
Nay, we thinkst not, we thinkst not!
(Nay : archaic English for, 'No')

(thinkst : archaic English for, 'think' - a variation on 'thinkest', noted above)
(various students draw back in horror as they see Shrek)
ACADEMY STUDENTS (overlapping)

(overlapping shouts of "Ogre!" and horrified chatter - continues under following scenes
and dialogue)
911-10
CHEERLEADERS (off) (chanting)

We're the cooks in the kitchen and we're turning up the heat!
We're the--
(We...heat : metaphor meaning that the school's team is increasing the pressure on
their opponents through skillful playing)
(other students are taking driver's education by learning to drive a carriage)
FEMALE STUDENT #1
(low gasp)
916-09
FEMALE STUDENT #1
(shrieks)
ACADEMY STUDENTS (off)

(horrified chatter segues to general low chatter - continues under following scenes and
dialogue)
DRIVER'S ED INSTRUCTOR (off)

All right, Mister Percival, just...
(Percival : one of King Arthur's legendary Knights of the Round Table)
922-09
Final Dialogue List
SIGN ON CARRIAGE READS:
STUDENT
DRIVER
DRIVER'S ED INSTRUCTOR
...ease up on the reins. (screams - continues under following scene)
(ease up on : don't pull so hard on)
(Percival pulls too hard and the horses speed away - two Stoner Boys jump out of a
medieval-style Volkswagen bus)
925-10
STONER BOY
(coughs out smoke) For lo, bro...don't burn all my frankincense and myrrh.
(lo : archaic interjection used to indicate surprise)
(bro : short for, 'brother', a contemporary slang term of address used between men
who share a common bond of ethnicity, background, etc.)
(lo, bro : note that these words rhyme)
(frankincense : an aromatic gum resin obtained from African and Asian trees of the
genus Boswellia and used chiefly as incense and in perfumes)
(myrrh : an aromatic gum resin obtained from several trees and shrubs of the genus
Commiphora of India, Arabia, and eastern Africa, used in perfume and incense)
(note humor of the Stoner Boys burning these resins as if they were marijuana)
936-05
DONKEY
I'm already starting to feel nauseous from memories of wedgies and swirlies!
(wedgie : diminutive of 'wedge', and used to describe the condition of having one's
clothing stuck between the buttocks, often from having had one's pants or underwear
pulled up as a prank)
(swirlie : diminutive of 'swirl', and a bullying or hazing ritual common to the United
States, involving turning a victim upside down and forcing the victim's head into a toilet
bowl while the toilet is in mid flush)
941-12
PUSS
But how did you receive the wedgies when you are clearly not the wearer of the underpants?
(you are clearly not the wearer of the underpants : humorously stilted phrasing for,
'you clearly do not wear underpants' - referring to the fact that Donkey doesn't wear
clothes)
Final Dialogue List
DONKEY (off)
Let's...
948-15
DONKEY
...just say some things are better left unsaid and leave it at that.
(better left unsaid : better not described in detail)
(note humor of Donkey's use of 'say' and 'unsaid', opposite terms)
(Guinevere, a pretty female student, is talking to a girlfriend)
953-08
GUINEVERE
So then I was all, like, "I'd rather get the black plague and lock myself in an iron maiden then go
out with you."
(I was all, like : contemporary phrasing, used most often by teenagers, to imprecisely
mean, 'I said' or 'I thought')
(black plague : bubonic plague, a contagious, often fatal epidemic disease caused by
a bacterium transmitted from person to person or by the bite of fleas from an infected
rodent, especially a rat, and characterized by chills, fever, vomiting, diarrhea, and the
formation of buboes)
(iron maiden : iron cabinet allegedly built to torture or kill a person by piercing his
body with sharp objects [such as knives, spikes, or nails that are affixed to the inside],
while the victim is forced to remain standing)
(colorfully using medieval references to mean she has no interest in going out on a
date with a male student - note humor of Guinevere, King Arthur's wife in the legend,
speaking like a Southern California teenager)
FEMALE STUDENT #2
Oh, totally.
(totally : contemporary term for, 'completely' - 'absolutely')
SHREK (off)
Par-...
962-02
SHREK
...-don me.
(Shrek steps up to the girls)
Final Dialogue List
GUINEVERE
Ug-...
963-08
GUINEVERE
...-gh! Totally ew-eth.
(ew : interjection of disgust - note this word can also be spelled 'eaugh')
(ew-eth : creating an archaic English version of the interjection - note humor of this)
FEMALE STUDENT #2
Yeah, totally.
(some nerdy kids are playing a role-playing board game)
967-15
GARY (off)
Yes!
970-02
GARY
I just altered my character level to plus-three superb-ability.
(character level : stage of a video game character's complexity which enables the
character to do certain things it could not have been capable of at earlier levels -
generally, in video games, 'level' refers to a separate area in a game's virtual world -
the term is derived from early role playing games, where it referred to levels of a
dungeon, the setting most such games were played in - players would begin at the
bottom [level 1], and proceed through higher numbered levels of increasing difficulty
until they reached their freedom at the top)
(plus-three-superb-ability : the description for this particular character level)
(note that the nerds are playing a game similar to 'Dungeons and Dragons', the most
famous of the role-playing board games)
SHREK (off)
Hi. We're...
976-01
SHREK
...looking for someone named--
Final Dialogue List
GARY (face obscured) (interrupting)

Gee...
(mild colloquial emphatic)
978-04
GARY
...who rolled a plus-nine dork spell and summoned the beast and his quadruped?
(dork : slang for, 'stupid, inept person')
(rolled...spell : note that, in role-playing board games, the characters used by the
players embark on a series of adventures, many of which are determined by a roll of
the dice - here, Gary is sarcastically implying that a roll of the dice resulted in Shrek, a
'dork', showing up)
(quadruped : four-legged animal - referring to Donkey)
GARY'S FRIEND
(chortles, then snorts) Agh!

I...
987-13
SHREK
...know you're busy not fitting in, but can either of you tell me where I can find Arthur?
(not fitting in : not being compatible with the other students - not belonging to the
other social groups - sarcastically referring to the fact that Gary and his friend are
clearly social outcasts)
994-12
GARY
He's over there.
(Gary points to the athletic field - Shrek and the others see a strong young man on
horseback, holding a lance - he charges at his opponent, a small and weak teenager
[who will turn out to be Arthur, or Artie] and easily knocks him off his horse)
996-14
ARTIE (off)
(grunting) Ooh!
1020-13
Final Dialogue List
ARTIE (off)
(grunting) Oof! (groans)
(the strong young man is Lancelot)
1024-02
LANCELOT
(laughs triumphantly) There is no sweeter taste on thy tongue...than victory!
(thy : archaic English for, 'your' as an impersonal pronoun - i.e., 'my')
(There...victory : colorfully meaning, 'There is nothing that feels as good as victory')
OTHER TEEN KNIGHTS (off)

(overlapping grunts and cries of "Right!" - continues under following scene)
1033-12
OTHER TEEN KNIGHTS

(chant "Ooh, ooh, ooh!" - continues under following scene and dialogue)
(Shrek and the others assume that Lancelot is Arthur)
1036-12
SHREK
Strong, handsome, face of a leader. Does Arthur look like a king or what?
(Shrek heads for Lancelot and steps on Artie)
ARTIE (off)
(grunting) Ooh!
SHREK
Oh...sorry.
1049-08
ARTIE (masked)
(painful groan) Did you just say you were looking for Arthur?
PUSS (off)
That...
1055-11
Final Dialogue List
PUSS
...information is on a need-to-know basis.
(need-to-know : criterion used in security procedures that requires the custodians of
classified information to establish, prior to disclosure, that the intended recipient must
have access to the information to perform his or her official duties)
DONKEY
It's top secret. Hushety-hush!
(top secret : accessible or known to authorized personnel only)
(Hushety-hush : silly variation on, 'Hush-hush', colloquial for, ' Existing or operating in
a way so as to ensure complete concealment and confidentiality')
1062-05
LANCELOT
Now, gentlemen, let's away.
(let's away : archaic English for, 'let's move off')
OTHER TEEN KNIGHTS (overlapping)

(overlapping grunts and cries of "Oh!")
LANCELOT
To the showers!
(note humor of this anachronistic reference)
GAWAIN
Yeah, right.
(they are shocked to see Shrek)
LANCELOT
(startled cry) (grunts, then groans)

Greetings, Your Majesty.
(Your Majesty : title of respect used when addressing a sovereign)
1074-02
SHREK
This is your lucky day.
1076-10
Final Dialogue List
LANCELOT
So what for, like, are you supposed to be? Some kind of giant mutant leprechaun or
something?
(So what for, like : note that Lancelot is now talking in the same teenage vernacular
as Guinevere and her friend - he means, 'So what')
(leprechaun : mischievous elf in Irish folklore)
(Some...leprechaun : sarcastically implying that Shrek's ogre appearance is like that
of an oversized leprechaun)
(or something : contemporary, vague phrase meaning, 'or the like' - 'or something
similar')
OTHER TEEN KNIGHTS (off) (overlapping)

(laugh - continues under following scene and dialogue)
1086-02
SHREK
(laughs) Giant mutant lepre-- You made a funny.
(funny : i.e., 'joke')
(Shrek grabs Lancelot and slings him over his shoulder)
LANCELOT
(startled grunt) Unhand me, monster!
(Unhand me : Let me go)
1096-09
SHREK
Stop squirming, Arthur.
1099-11
LANCELOT
I'm not Arthur. (grunts) I...am Lancelot. That dork over there is Arthur.
(Lancelot : in Arthurian legend,, the bravest and most celebrated knight at the court of
King Arthur - Arthur's eventual downfall is also brought about in part by Lancelot,
whose affair with Arthur's wife Guinevere destroys the unity of Arthur's court)
(dork : see above)
(Lancelot points to Artie, who is walking away)
1114-07
Final Dialogue List
SHREK
(shouting after Artie) Hey!
1117-03
LANCELOT
(cries out)
(Guinevere approaches Shrek)
1121-07
GUINEVERE (face obscured)

(clears throat) This is, like, totally embarrassing...
1126-13
GUINEVERE
...but my friend Tiffany thinkest thou vex her so soothly...
(Tiffany : note humor of this contemporary name being used in a medieval setting)
(thinkest : see above)
(thou : archaic English for, 'you')
(vex her so soothly : Shakespearean-style archaic English for, 'disgust her in such an
appealing way')
(again, note humor of this absurd mix of contemporary English and medieval/archaic
references)
FEMALE STUDENTS
(giggle)
GUINEVERE (overlapping)
...and she thought perchance thou would want to ask her to the Homecoming Dance or some-...
(perchance : archaic English for, 'perhaps')
(Homecoming : in colleges and high schools, a yearly event for returning alumni,
centered around a football game and the 'coronation' of a Homecoming Queen)
(Homecoming Dance : formal dance which follows the Homecoming game)
(or something : see above)
1136-03
GUINEVERE (off)
...-thing.
Final Dialogue List
SHREK (overlapping)
Uh, excuse me?
1138-01
GUINEVERE
It's, like, whatever. She's just totally into college guys and mythical creatures and stuff.
(whatever : see Reel 1AB)
(into : slang for, 'attracted to')
(college guys and mythical creatures : note humor of this odd juxtapositioning of
categories)
1144-02
FEMALE STUDENTS (off)

(giggle - continues under following scene and dialogue)
1146-01
GUINEVERE
(pops bubble gum)
(Shrek escapes Guinevere and resumes looking for Artie)
1149-02
SHREK
(calling) Oh, Arthur...come out, come out, wherever you are!
(come...are : phrase shouted out by the person who is 'it' [the seeker] during hide-
and-seek, a children's game in which one player tries to find and catch others who are
hiding)
(Donkey suddenly bursts out of a locker)
1158-03
DONKEY (obscured)
(angry grunting and yelling) (on) (shouting after students) Yeah, you better run, you little punk
no-goodniks...
(punk : slang for, 'sullen and worthless')
(no-goodniks : slang for, 'completely valueless individuals')
TWO STUDENTS (off) (overlapping)

(distant laughter - continues under following scene and dialogue)
1165-04
Final Dialogue List
PAPER ATTACHED TO DONKEY'S TAIL READS:
I
Suck-eth
(Suck-eth : absurd archaic version of 'Suck', slang for, 'Am completely terrible' - 'am
the worst')
DONKEY
(shouting) ...'cause the days of Little Donkey Dumpy Drawers are over!
(Donkey Dumpy Drawers : note alliteration)
(Drawers : loose-fitting men's underwear)
(Dumpy Drawers : slang term describing either excrement in one's underwear, or
loose-fitting pants that are too large in the buttocks area, and therefore hang down)
(implying that Donkey was called this in high school)
(the two students exit into the gymnasium)
1170-08
SIGN BESIDE DOOR READS:
ASSEMBLY
TODAY!
(ASSEMBLY : gathering of all the students at a school for some sort of lecture,
performance, etc.)
(Shrek, Donkey and Puss approach the gym, but a boy serving as the gym Monitor
stops them)
1174-03
MONITOR
Uh...hold it.
(hold it : colloquial for, 'stop')
(two boys wearing mascot costumes, one a griffin and one a dragon, approach the
Monitor)
1181-11
GRIFFIN MASCOT
Uh, we're here for the mascot contest.
(note that the school is holding a contest to determine who will be the school mascot)
Final Dialogue List
DRAGON MASCOT (overlapping)

(growling) Grrrr!
(the Monitor admits the two mascot contestants)
1185-11
SHREK
Uhhh...we're here for the mascot contest...
1196-02
SHREK
...too.
MONITOR
(chuckles dubiously) This...
1198-10
MONITOR (face obscured)

...is a costume?
(the Monitor pulls on Shrek's cheeks)
SHREK
(yelling in pain) Ayyyye! Worked on it all night long.
(Ayyyye : Aye - see above)
1204-11
MONITOR
(sighs) Looks pretty real to me.
PUSS (off)
If...
1209-06
PUSS
...he were real, could I do this?
(Puss claws Shrek's buttocks)
Final Dialogue List
SHREK (face off)

Aggh! Ow-...
1214-02
SHREK
...-www!
DONKEY
Or this?
(Donkey kicks Shrek in the stomach - Shrek doubles over in pain but pretends to be
unhurt)
SHREK
(long, suppressed groan) If it were real, that would have been agonizingly painful.
DONKEY
Now watch this!
(Donkey is about to kick Shrek again, but Shrek stops him)
SHREK
(grimacing) That's quite enough, boys.
(in the gymnasium, Principal Pynchley addresses the students)
1232-03
STUDENT BODY (off)

(scattered chatter and occasional giggles - continues under following scenes and dialogue)
PRINCIPAL PYNCHLEY (into megaphone)

Thank you to Professor Primbottom and his invigorating lecture on how to just say nay.
(Professor Primbottom : note alliteration)
(Primbottom : note humor of this surname, which combines the words 'Prim' and
'bottom' [euphemism for, 'buttocks')
(nay : archaic English for, 'no')
(just say nay : medieval-themed variation on 'just say no', a widely promoted public
health campaign initiated in the United States by former First Lady Nancy Reagan in
the 1980s - it provided young people with skills to resist peer pressure that could lead
to recreational drug use)
1240-09
Final Dialogue List
BANNER OVER DOOR READS:
Just Say Nay
VARIOUS STUDENTS
(halfhearted cheers)
PRINCIPAL PYNCHLEY (into megaphone) (overlapping)

And now, without further ado, let's give a warm Worcestershire hoozah...
(ado : unnecessary fuss)
(warm : friendly)
(Worcestershire : see above)
(warm Worcestershire : note alliteration)
(hoozah : cheer)
(a student wearing a dragon costume is standing next to Pynchley)
1248-07
PRINCIPAL PYNCHLEY (into megaphone)

...to the winner of our "New Mascot" contest, the...
(Shrek enters)
STUDENT BODY (off)

(collective gasp)
PRINCIPAL PYNCHLEY
...ogre?
1257-01
TWO STUDENTS
(gasp)
OTHER STUDENTS (overlapping)

(overlapping cries of "Ohh!" - continues under following scene)
(the two Mascot boys storm off angrily - Shrek addresses the student body)
1258-05
SHREK
That's...
1260-11
Final Dialogue List
SHREK
...right, I'm the new mascot. So let's really try and...beat the other guys at...whatever it is...they
are doing!
1274-03
STUDENT BODY
(cheer and yell - continues under following scene and dialogue)
1278-06
PRINCIPAL PYNCHLEY
This is all indeed a bit unorthodox and--
(Shrek snatches the megaphone away from Pynchley)
SHREK (into megaphone)

Now, where can I find Arthur Pendragon?
(Pendragon : chief leader or a king - the title assumed by the ancient British chiefs
when called to lead other chiefs)
(the entire student body points - some students hang Artie from the basketball hoop)
1289-11
ARTIE (off)
Hey, wait, uh-- (grunting) Ooh!
STUDENT BODY
(derisive laughter - continues under following scenes and dialogue)
1296-00
LANCELOT
Classic.
(referring cruelly to Artie's being hung from the hoop)
1304-00
DONKEY
(to Lancelot) You should be ashamed of yourself!
1306-12
Final Dialogue List
LANCELOT
I didn't do it. They did.
(he points to Gary and his Friend, who are standing on a balcony above the hoop)
GARY & HIS FRIEND (off)

(nasty cackling - continues under following scene)
1310-07
STUDENT BODY (off)

(low laughter - continues under following scenes and dialogue)
GARY'S FRIEND (overlapping)

(snorts) Agh!
(Shrek pulls Artie down)
1313-09
ARTIE
(to Shrek) Please don't eat me.
PRINCIPAL PYNCHLEY & STUDENT BODY (off) (overlapping)

(fading in) Eat him! Eat him!
1321-09
PRINCIPAL PYNCHLEY & STUDENT BODY

Eat him! Eat him!
1323-15
PRINCIPAL PYNCHLEY & STUDENT BODY (off)

Eat him! Eat him!
SHREK
I'm not here to eat him!
STUDENT BODY (off)

Awwww. (low chatter - continues under following scene and dialogue)
Final Dialogue List
SHREK (overlapping)
It's time to pack up your toothbrush and jammies. You're the new King of Far Far Away.
(jammies : childish diminutive of, 'pajamas' - see Reel 1AB)
(Far Far Away : see Reel 1AB)
1339-04
ARTIE
Wh-what?
TEEN KNIGHTS (off)

(collective gasp, followed by skeptical murmurs of "What?", "No way", "He's not a king", etc. -
continues under following scene and dialogue)
1341-13
LANCELOT
(laughs) Artie a king? More like the Mayor of Loserville!
(Artie : diminutive nickname for, 'Arthur')
(Loserville : invented location - the home of a 'loser', slang for, 'pathetic failure' - 'ville'
is derived from the French word for, 'city')
(said sarcastically)
STUDENT BODY
(derisive laughter - continues under following scenes and dialogue)
LANCELOT
Burn.
(slang interjection used when one has effectively insulted someone else)
1359-00
ARTIE
Is this for real?
(for real : legitimate)
1366-04
STUDENT BODY (off)

(laughter segues to low chatter - continues under following scenes and dialogue)
Final Dialogue List
SHREK (overlapping)
Absolutely. Now clean out your locker, kid. You've got a kingdom to run.
1373-01
ARTIE
So, wait...I'm really the only heir?
1377-05
SHREK
The one and only.
(note Shrek is not being completely truthful with Artie)
1381-03
ARTIE
Give me, uh...just a second.
(Artie moves to the center of the gymnasium)
1385-12
ARTIE
My good people...
1391-12
ARTIE
...I think there's a lesson here for all of us. Maybe the next time you're about to dunk a kid's
head in a chamber pot, you'll stop and think...
(chamber pot : bowl-shaped container that was kept in the bedroom, under the bed,
and used as a toilet at night)
1402-11
ARTIE
..."Hey, maybe this guy has feelings.
1406-09
Final Dialogue List
ARTIE
"Maybe I should cut him some slack.
(cut him some slack : colloquial for, 'give him a chance' - i.e., 'not be so cruel to him')
1411-05
ARTIE
"'Cause...maybe...just maybe...this guy's gonna turn out to be, eh, I don't know, a king?
1422-05
ARTIE (off)
"And maybe his first royal decree...
1426-09
ARTIE
"...will be to banish everyone who ever picked on him." (to knights) That's right, I'm...
(picked on : teased - taunted)
1431-03
ARTIE (off)
...lookin' at you, jousting team!
TEEN KNIGHTS (overlapping)

(overlapping murmurs of "What?")
1434-09
ARTIE
And, Guin?
(Guin : short for, 'Guinevere')
1437-04
ARTIE (off)
Oh, Guin...
1439-11
Final Dialogue List
ARTIE
...I've always loved you.
1443-01
GUINEVERE
Ew.
(see above)
ARTIE (off)
Well...
1445-12
ARTIE
...good friends, it breaks my heart, but...enjoy your stay here in prison while I rule the free world,
baby!
(breaks my heart : colloquial for, 'causes me immense grief')
(here in prison : dramatically referring to high school)
(free world : normally, this refers to countries of the world that have democratic and
capitalistic or moderately socialistic systems rather than communist or totalitarian
systems - here, Artie is using it to refer to the world at large, as opposed to the high
school, where he does not feel 'free')
SHREK (off)
All...
1455-04
SHREK
...right, let's not overdo it.
ARTIE (off)
I'm...
1457-14
ARTIE (face obscured)

...building my city, people...on rock 'n' roll!
(reference to the song "We Built This City", a song by Bernie Taupin, Martin Page,
Dennis Lambert, and Peter Wolf and recorded by the group Starship - it is considered
one of the worst songs of all time)
Final Dialogue List
STUDENT BODY
(curious chatter - continues under following dialogue)
SHREK
You just overdid it.
(referring to Artie's use of the inane lyric)
(Shrek grabs Artie)
ARTIE (face obscured)

Ow.
(Artie leaves with Shrek and the others)
1472-02
LAST FRAME OF PICTURE: 1472-02
EXHIBITION REEL FOOTAGE: 1460-03
END OF REEL 2AB

"Shrek The Third" Reel 2ab, Page 1 Final Dialogue List

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"Shrek The Third" Reel 2ab, Page 1 Final Dialogue List

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“SHREK THE THIRD” REEL 2AB, PAGE 1

Final Dialogue List

START MEASURING 0.00 AT START MARK IN ACADEMY LEADER.

PRINCE CHARMING (off)

PRINCE CHARMING (face off)

PRINCE CHARMING (off)

PRINCE CHARMING (face obscured)

PRINCE CHARMING (off) (overlapping)

BAR PATRONS (overlapping)

BAR PATRONS (overlapping)

SHREK (face obscured)

FIONA (face obscured)

SHREK (face obscured) (interrupting)

SHREK (face obscured)

DRONKEYS' SKYWRITING READS:

QUEEN LILLIAN, PINOCCHIO, GINGERBREAD MAN, THREE PIGS & WOLF

GINGERBREAD MAN (overlapping)

SHREK (face off)

OGRE BABY #1 (off) (overlapping)

OTHER OGRE BABIES (off) (overlapping)

OGRE BABY #3 (overlapping)

OGRE BABY #1 (overlapping)

OGRE BABY #5 (off)

SHREK (face off)

MORE OGRE BABIES (off)

OGRE BABY #7 (overlapping)

OGRE BABY #9 (overlapping)

OGRE BABY #10

OGRE BABY #11

OGRE BABY #12

SHREK (face off) (overlapping)

OGRE BABY #12 (off)

SHREK (face obscured)

OGRE BABY AUDIENCE (off) (overlapping)

PUSS (face obscured)

DONKEY (off) (singing)

DONKEY (singing) (overlapping)

(when, then : note that these words rhyme)

SHIP CAPTAIN (off)

CASTLE SIGN READS:

(county in west central England)

(Wherefore : archaic English for, 'Where')

CHEERLEADERS (off) (chanting)

(Nay : archaic English for, 'No')

ACADEMY STUDENTS (overlapping)

CHEERLEADERS (off) (chanting)

ACADEMY STUDENTS (off)

DRIVER'S ED INSTRUCTOR (off)

SIGN ON CARRIAGE READS:

GARY (face obscured) (interrupting)

SHREK (face obscured)

OTHER TEEN KNIGHTS (off)

OTHER TEEN KNIGHTS

OTHER TEEN KNIGHTS (overlapping)

SHREK (face obscured)

OTHER TEEN KNIGHTS (off) (overlapping)

GUINEVERE (face obscured)

FEMALE STUDENTS (off)

TWO STUDENTS (off) (overlapping)

PAPER ATTACHED TO DONKEY'S TAIL READS:

SIGN BESIDE DOOR READS:

DRAGON MASCOT (overlapping)