Harold has fallen ill and his ogre son-in-law Shrek and daughter Fiona are next in line to be king and queen. 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. Shrek sets out to find this new king, along with Donkey and Puss in Boots. As they're sailing off, Fiona runs to the dock and announces to Shrek that he's going to be a father. Shocked, Shrek begins to have nightmares about his future children on the journey to Worcestershire Academy, where they eventually discover that "Artie," who is an academy student, is a loser picked on by the other students - even the nerds. Artie is initially thrilled to be the new king, and excited to be on his way to the throne, until Donkey and Puss inadvertently scare him by talking about things like plague and famine. 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, Merlin.
Meanwhile, Prince Charming has gone to the Poison Apple Bar, where he encounters a slew of fairy tale villains including Captain Hook, the Wicked Queen, Polyphemus, Rumpelstiltskin, Little Red Riding Hood, Mabel the Ugly Stepsister, the Headless Horseman, Stromboli the Puppet Master, and an assortment of black knights, dwarves, trees, 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 pillage for a time before attacking the castle, disrupting Fiona's baby shower. They capture all of Shrek's fairy tale friends (Gingerbread Man, Pinocchio, The Big Bad Wolf (a cross between the Three little pigs and Little Red Riding Hood's wolf), The Three Blind Mice and The Three Little Pigs, Dragon, and Donkey and Dragon's children. Fiona and Lilian try to escape through an underground passage, along with Doris the Ugly Stepsister, Cinderella, Snow White, Sleeping Beauty and Rapunzel; 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.
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Meanwhile, Prince Charming has gone to the Poison Apple Bar, where he encounters a slew of fairy tale villains including Captain Hook, the Wicked Queen, Polyphemus, Rumpelstiltskin, Little Red Riding Hood, Mabel the Ugly Stepsister, the Headless Horseman, Stromboli the Puppet Master, and an assortment of black knights, dwarves, trees, 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 pillage for a time before attacking the castle, disrupting Fiona's baby shower. They capture all of Shrek's fairy tale friends (Gingerbread Man, Pinocchio, The Big Bad Wolf (a cross between the Three little pigs and Little Red Riding Hood's wolf), The Three Blind Mice and The Three Little Pigs, Dragon, and Donkey and Dragon's children. Fiona and Lilian try to escape through an underground passage, along with Doris the Ugly Stepsister, Cinderella, Snow White, Sleeping Beauty and Rapunzel; 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.
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