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The movie begins with Prince Charming performing in a poorly done dinner theatre show. After being heckled by the audience and returning to his "dressing room" (a small table with a cracked mirror in a back alley behind the dinner-theater) Charming complains that he hasn't gotten his "happily ever after" and that just isn't fair.

Meanwhile, King Harold has fallen ill in Far Far Away and his ogre son-in-law Shrek has been summoned to take his place for a few days.

Although Shrek reluctantly agrees, he has difficulties looking or acting the part of being the new King. He tells his wife Fiona how much he's looking forward to going back to their swamp, just the two of them.

Fiona hints that she will have children, but Shrek completely misses the hint and responds that children are not his kind of thing.

Despite what he learns about his friend's children, he knows that his close friend Donkey knows best.

King Harold is soon on his deathbed. With his final "three" breaths, he tells Shrek that there is one other heir who can become the new King of Far Far Away: his nephew, Arthur Pendragon.

The entire kingdom mourns for their king's death, but Prince Charming sees this as an opportunity to usurp the throne.

Shrek sets out to find Artie, along with Donkey and Puss in Boots. As they're sailing off, Fiona runs to the dock and announces to Shrek that she's pregnant.

Surprised but shocked, Shrek begins to have several nightmares about his future children. Thinking that Shrek is worried about what having children would mean for his life, Donkey tries to reassure him that fatherhood was a great thing.

Shrek explains that he is more worried about not being a good father. Shrek, Puss and Donkey arrive at Worcestershire academy, where they met up with Fiona's long-lost cousin, Arthur and they eventually discover that Arthur, who is an academy student, is picked on by other students at his school and laughed since Shrek announces that Arthur will be the new king of Far Far Away.

Arthur joins with the three friends and is feeling good about his new role until Donkey and Puss scare him with responsibilities. Arthur gets into an argument with Shrek and they fight over the ship.

They end up crashing on an island where they meet Arthur's retired wizard teacher, Merlin. In order to help Shrek and Arthur reconcile, he makes them look into a thick cloud of smoke to reveal their thoughts.

Shrek sees a baby carriage, but lies and says that he sees a "rainbow pony". Merlin is pleased to see how Shrek wanted to go back to his swamp instead of having future children and moves on to Arthur, who sees a bird and its father.

The father bird abandons the chick, leaving him frightened and confused. The chick tries to follow but falls to the ground.

After Merlin retreats to his hut, Shrek takes this opportunity to show Arthur that they're not so different after all. Just as Arthur had a father who abandoned him, Shrek had a father who was pretty bad as well. In fact, he tried to eat him.

Shrek counsels Arthur that just because someone "calls you a monster or a loser, it doesn't mean you are one". For years Shrek had been feared by people, believing he was horrible and terrifying, and for years, he believed he was a monster like his father.

Gradually, he learnt to see himself for who he is. Arthur begins to identify with Shrek and the two become friends again.

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