Once upon a time there was a lovely 
                         princess. But she had an enchantment 
                         upon her of a fearful sort which could 
                         only be broken by love's first kiss. 
                         She was locked away in a castle guarded 
                         by a terrible fire-breathing dragon. 
                         Many brave knights had attempted to 
                         free her from this dreadful prison, 
                         but non prevailed. She waited in the 
                         dragon's keep in the highest room of 
                         the tallest tower for her true love 
                         and true love's first kiss. (laughs) 
                         Like that's ever gonna happen. What 
                         a load of - (toilet flush)
               Allstar - by Smashmouth begins to play. Shrek goes about his 
               day. While in a nearby town, the villagers get together to go 
               after the ogre.
               NIGHT - NEAR SHREK'S HOME

                         Think it's in there?

                         All right. Let's get it!

                         Whoa. Hold on. Do you know what that 
                         thing can do to you?
                         Yeah, it'll grind your bones for it's 
               Shrek sneaks up behind them and laughs.

                         Yes, well, actually, that would be a 
                         giant. Now, ogres, oh they're much worse. 
                         They'll make a suit from your freshly 
                         peeled skin.

                         They'll shave your liver. Squeeze the 
                         jelly from your eyes! Actually, it's 
                         quite good on toast.
                         Back! Back, beast! Back! I warn ya! 
                         (waves the torch at Shrek.)
               Shrek calmly licks his fingers and extinguishes the torch. The 
               men shrink back away from him. Shrek roars very loudly and long 
               and his breath extinguishes all the remaining torches until the 
               men are in the dark.
                         This is the part where you run away. 
                         (The men scramble to get away. He laughs.) 
                         And stay out! (looks down and picks 
                         up a piece of paper. Reads.) "Wanted. 
                         Fairy tale creatures."(He sighs and 
                         throws the paper over his shoulder.)
               THE NEXT DAY

               There is a line of fairy tale creatures. The head of the guard 
               sits at a table paying people for bringing the fairy tale creatures 
               to him. There are cages all around. Some of the people in line 
               are Peter Pan, who is carrying Tinkerbell in a cage, Gipetto 
               who's carrying Pinocchio, and a farmer who is carrying the three 
               little pigs.
                         All right. This one's full. Take it 
                         away! Move it along. Come on! Get up!
                                     HEAD GUARD

                         (taking the witch's broom) Give me that! 
                         Your flying days are over. (breaks the 
                         broom in half)
                                     HEAD GUARD
                         That's 20 pieces of silver for the witch. 
                         Get up! Come on!

                                     HEAD GUARD
                         Twenty pieces.

                                     LITTLE BEAR
                         (crying) This cage is too small.

                         Please, don't turn me in. I'll never 
                         be stubborn again. I can change. Please! 
                         Give me another chance!
                                     OLD WOMAN
                         Oh, shut up. (jerks his rope)


                                     HEAD GUARD
                         Next! What have you got?

                         This little wooden puppet.

                         I'm not a puppet. I'm a real boy. (his 
                         nose grows)
                                     HEAD GUARD
                         Five shillings for the possessed toy. 
                         Take it away.
                         Father, please! Don't let them do this! 
                         Help me!
               Gipetto takes the money and walks off. The old woman steps up 
               to the table.
                                     HEAD GUARD
                         Next! What have you got?

                                     OLD WOMAN
                         Well, I've got a talking donkey.

                                     HEAD GUARD
                         Right. Well, that's good for ten shillings, 
                         if you can prove it.
                                     OLD WOMAN
                         Oh, go ahead, little fella.

               Donkey just looks up at her.

                                     HEAD GUARD

                                     OLD WOMAN
                         Oh, oh, he's just...he's just a little 
                         nervous. He's really quite a chatterbox. 
                         Talk, you boneheaded dolt...
                                     HEAD GUARD
                         That's it. I've heard enough. Guards!
                                     OLD WOMAN
                         No, no, he talks! He does. (pretends 
                         to be Donkey) I can talk. I love to 
                         talk. I'm the talkingest damn thing 
                         you ever saw.
                                     HEAD GUARD
                         Get her out of my sight.

                                     OLD WOMAN
                         No, no! I swear! Oh! He can talk!

               The guards grab the old woman and she struggles with them. One 
               of her legs flies out and kicks Tinkerbell out of Peter Pan's 
               hands, and her cage drops on Donkey's head. He gets sprinkled 
               with fairy dust and he's able to fly.
                         Hey! I can fly!

                                     PETER PAN
                         He can fly!

                                     3 LITTLE PIGS
                         He can fly!

                                     HEAD GUARD
                         He can talk!

                         Ha, ha! That's right, fool! Now I'm 
                         a flying, talking donkey. You might 
                         have seen a housefly, maybe even a superfly 
                         but I bet you ain't never seen a donkey 
                         fly. Ha, ha! (the pixie dust begins 
                         to wear off) Uh-oh. (he begins to sink 
                         to the ground.)
               He hits the ground with a thud.

                                     HEAD GUARD
                         Seize him! (Donkey takes of running.) 
                         After him!
                         He's getting away! Get him! This way! 
               Donkey keeps running and he eventually runs into Shrek. Literally. 
               Shrek turns around to see who bumped into him. Donkey looks scared 
               for a moment then he spots the guards coming up the path. He 
               quickly hides behind Shrek.
                                     HEAD GUARD
                         You there. Ogre!


                                     HEAD GUARD
                         By the order of Lord Farquaad I am authorized 
                         to place you both under arrest and transport 
                         you to a designated resettlement facility.
                         Oh, really? You and what army?

               He looks behind the guard and the guard turns to look as well 
               and we see that the other men have run off. The guard tucks tail 
               and runs off. Shrek laughs and goes back about his business and 
               begins walking back to his cottage.
                         Can I say something to you? Listen, 
                         you was really, really, really somethin' 
                         back here. Incredible!
                         Are you talkin' to...(he turns around 
                         and Donkey is gone) me? (he turns back 
                         around and Donkey is right in front 
                         of him.) Whoa!
                         Yes. I was talkin' to you. Can I tell 
                         you that you that you was great back 
                         here? Those guards! They thought they 
                         was all of that. Then you showed up, 
                         and bam! They was trippin' over themselves 
                         like babes in the woods. That really 
                         made me feel good to see that.
                         Oh, that's great. Really.

                         Man, it's good to be free.

                         Now, why don't you go celebrate your 
                         freedom with your own friends? Hmm?
                         But, uh, I don't have any friends. And 
                         I'm not goin' out there by myself. Hey, 
                         wait a minute! I got a great idea! I'll 
                         stick with you. You're mean, green, 
                         fightin' machine. Together we'll scare 
                         the spit out of anybody that crosses 
               Shrek turns and regards Donkey for a moment before roaring very 
                         Oh, wow! That was really scary. If you 
                         don't mind me sayin', if that don't 
                         work, your breath certainly will get 
                         the job done, 'cause you definitely 
                         need some Tic Tacs or something, 'cause 
                         you breath stinks! You almost burned 
                         the hair outta my nose, just like the 
                         time...(Shrek covers his mouth but Donkey 
                         continues to talk, so Shrek removes 
                         his hand.) ...then I ate some rotten 
                         berries. I had strong gases leaking 
                         out of my butt that day.
                         Why are you following me?

                         I'll tell you why. (singing) 'Cause 
                         I'm all alone, There's no one here beside 
                         me, My problems have all gone, There's 
                         no one to deride me, But you gotta have 
                         Stop singing! It's no wonder you don't 
                         have any friends.
                         Wow. Only a true friend would be that 
                         cruelly honest.
                         Listen, little donkey. Take a look at 
                         me. What am I?
                         (looks all the way up at Shrek) Uh ...really 
                         No! I'm an ogre! You know. "Grab your 
                         torch and pitchforks." Doesn't that 
                         bother you?


                         Really, really.


                         Man, I like you. What's you name?

                         Uh, Shrek.

                         Shrek? Well, you know what I like about 
                         you, Shrek? You got that kind of I-don't-care-what-nobody-thinks-of-me 
                         thing. I like that. I respect that, 
                         Shrek. You all right. (They come over 
                         a hill and you can see Shrek's cottage.) 
                         Whoa! Look at that. Who'd want to live 
                         in place like that?
                         That would be my home.

                         Oh! And it is lovely! Just beautiful. 
                         You know you are quite a decorator. 
                         It's amazing what you've done with such 
                         a modest budget. I like that boulder. 
                         That is a nice boulder. I guess you 
                         don't entertain much, do you?
                         I like my privacy.

                         You know, I do too. That's another thing 
                         we have in common. Like I hate it when 
                         you got somebody in your face. You've 
                         trying to give them a hint, and they 
                         won't leave. There's that awkward silence. 
                         (awkward silence) Can I stay with you?
                         Uh, what?

                         Can I stay with you, please?

                         (sarcastically) Of course!



                         Please! I don't wanna go back there! 
                         You don't know what it's like to be 
                         considered a freak. (pause while he 
                         looks at Shrek) Well, maybe you do. 
                         But that's why we gotta stick together. 
                         You gotta let me stay! Please! Please!
                         Okay! Okay! But one night only.

                         Ah! Thank you! (he runs inside the cottage)
                         What are you...? (Donkey hops up onto 
                         a chair.) No! No!
                         This is gonna be fun! We can stay up 
                         late, swappin' manly stories, and in 
                         the mornin' I'm makin' waffles.

                         Where do, uh, I sleep?

                         (irritated) Outside!

                         Oh, well, I guess that's cool. I mean, 
                         I don't know you, and you don't know 
                         me, so I guess outside is best, you 
                         know. Here I go. Good night. (Shrek 
                         slams the door.) (sigh) I mean, I do 
                         like the outdoors. I'm a donkey. I was 
                         born outside. I'll just be sitting by 
                         myself outside, I guess, you know. By 
                         myself, outside. I'm all alone...there's 
                         no one here beside me...
               SHREK'S COTTAGE - NIGHT

               Shrek is getting ready for dinner. He sits himself down and lights 
               a candle made out of earwax. He begins to eat when he hears a 
               noise. He stands up with a huff.
                         (to Donkey) I thought I told you to 
                         stay outside.
                         (from the window) I am outside.

               There is another noise and Shrek turns to find the person that 
               made the noise. He sees several shadows moving. He finally turns 
               and spots 3 blind mice on his table.
                                     BLIND MOUSE1
                         Well, gents, it's a far cry from the 
                         farm, but what choice do we have?
                                     BLIND MOUSE2
                         It's not home, but it'll do just fine.
                         (bouncing on a slug) What a lovely bed.
                         Got ya. (Grabs a mouse, but it escapes 
                         and lands on his shoulder.)
                         I found some cheese. (bites Shrek's 

                         Blah! Awful stuff.

                                     BLIND MOUSE1
                         Is that you, Gordo?

                         How did you know?

                         Enough! (he grabs the 3 mice) What are 
                         you doing in my house? (He gets bumped 
                         from behind and he drops the mice.) 
                         Hey! (he turns and sees the Seven Dwarves 
                         with Snow White on the table.) Oh, no, 
                         no, no. Dead broad off the table.
                         Where are we supposed to put her? The 
                         bed's taken.

               Shrek marches over to the bedroom and throws back the curtain. 
               The Big Bad Wolf is sitting in the bed. The wolf just looks at 
                                     BIG BAD WOLF

               TIME LAPSE

               Shrek now has the Big Bad Wolf by the collar and is dragging 
               him to the front door.
                         I live in a swamp. I put up signs. I'm 
                         a terrifying ogre! What do I have to 
                         do get a little privacy? (He opens the 
                         front door to throw the Wolf out and 
                         he sees that all the collected Fairy 
                         Tale Creatures are on his land.) Oh, 
                         no. No! No!
               The 3 bears sit around the fire, the pied piper is playing his 
               pipe and the rats are all running to him, some elves are directing 
               flight traffic so that the fairies and witches can land...etc.
                         What are you doing in my swamp? (this 
                         echoes and everyone falls silent.)
               Gasps are heard all around. The 3 good fairies hide inside a 
                         All right, get out of here. All of you, 
                         move it! Come on! Let's go! Hapaya! 
                         Hapaya! Hey! Quickly. Come on! (more 
                         dwarves run inside the house) No, no! 
                         No, no. Not there. Not there. (they 
                         shut the door on him) Oh! (turns to 
                         look at Donkey)
                         Hey, don't look at me. I didn't invite 
                         Oh, gosh, no one invited us.


                         We were forced to come here.

                         (flabbergasted) By who?

                                     LITTLE PIG
                         Lord Farquaad. He huffed and he puffed 
                         and he...signed an eviction notice.
                         (heavy sigh) All right. Who knows where 
                         this Farquaad guy is?
               Everyone looks around at each other but no one answers.

                         Oh, I do. I know where he is.

                         Does anyone else know where to find 
                         him? Anyone at all?
                         Me! Me!


                         Oh! Oh, pick me! Oh, I know! I know! 
                         Me, me!
                         (sigh) Okay, fine. Attention, all fairy 
                         tale things. Do not get comfortable. 
                         Your welcome is officially worn out. 
                         In fact, I'm gonna see this guy Farquaad 
                         right now and get you all off my land 
                         and back where you came from! (Pause. 
                         Then the crowd goes wild.) Oh! (to Donkey) 
                         You! You're comin' with me.
                         All right, that's what I like to hear, 
                         man. Shrek and Donkey, two stalwart 
                         friends, off on a whirlwind big-city 
                         adventure. I love it!
                         (singing) On the road again. Sing it 
                         with me, Shrek. I can't wait to get 
                         on the road again.
                         What did I say about singing?

                         Can I whistle?


                         Can I hum it?

                         All right, hum it.

               Donkey begins to hum 'On the Road Again'.

               DULOC - KITCHEN

               A masked man is torturing the Gingerbread Man. He's continually 
               dunking him in a glass of milk. Lord Farquaad walks in.
                         That's enough. He's ready to talk.
               The Gingerbread Man is pulled out of the milk and slammed down 
               onto a cookie sheet. Farquaad laughs as he walks over to the 
               table. However when he reaches the table we see that it goes 
               up to his eyes. He clears his throat and the table is lowered.
                         (he picks up the Gingerbread Man's legs 
                         and plays with them) Run, run, run, 
                         as fast as you can. You can't catch 
                         me. I'm the gingerbread man.
                                     GINGERBREAD MAN
                         You are a monster.

                         I'm not the monster here. You are. You 
                         and the rest of that fairy tale trash, 
                         poisoning my perfect world. Now, tell 
                         me! Where are the others?
                                     GINGERBREAD MAN
                         Eat me! (He spits milk into Farquaad's 
                         I've tried to be fair to you creatures. 
                         Now my patience has reached its end! 
                         Tell me or I'll...(he makes as if to 
                         pull off the Gingerbread Man's buttons)
                                     GINGERBREAD MAN
                         No, no, not the buttons. Not my gumdrop 
                         All right then. Who's hiding them?
                                     GINGERBREAD MAN
                         Okay, I'll tell you. Do you know the 
                         muffin man?
                         The muffin man?

                                     GINGERBREAD MAN
                         The muffin man.

                         Yes, I know the muffin man, who lives 
                         on Drury Lane?
                                     GINGERBREAD MAN
                         Well, she's married to the muffin man.
                         The muffin man?

                                     GINGERBREAD MAN
                         The muffin man!

                         She's married to the muffin man.

               The door opens and the Head Guard walks in.

                                     HEAD GUARD
                         My lord! We found it.

                         Then what are you waiting for? Bring 
                         it in.
               More guards enter carrying something that is covered by a sheet. 
               They hang up whatever it is and remove the sheet. It is the Magic 
                                     GINGERBREAD MAN
                         (in awe) Ohhhh...

                         Magic mirror...

                                     GINGERBREAD MAN
                         Don't tell him anything! (Farquaad picks 
                         him up and dumps him into a trash can 
                         with a lid.) No!
                         Evening. Mirror, mirror on the wall. 
                         Is this not the most perfect kingdom 
                         of them all?
                         Well, technically you're not a king.
                         Uh, Thelonius. (Thelonius holds up a 
                         hand mirror and smashes it with his 
                         fist.) You were saying?
                         What I mean is you're not a king yet. 
                         But you can become one. All you have 
                         to do is marry a princess.
                         Go on.

                         (chuckles nervously) So, just sit back 
                         and relax, my lord, because it's time 
                         for you to meet today's eligible bachelorettes. 
                         And here they are! Bachelorette number 
                         one is a mentally abused shut-in from 
                         a kingdom far, far away. She likes sushi 
                         and hot tubbing anytime. Her hobbies 
                         include cooking and cleaning for her 
                         two evil sisters. Please welcome Cinderella. 
                         (shows picture of Cinderella) Bachelorette 
                         number two is a cape-wearing girl from 
                         the land of fancy. Although she lives 
                         with seven other men, she's not easy. 
                         Just kiss her dead, frozen lips and 
                         find out what a live wire she is. Come 
                         on. Give it up for Snow White! (shows 
                         picture of Snow White) And last, but 
                         certainly not last, bachelorette number 
                         three is a fiery redhead from a dragon-guarded 
                         castle surrounded by hot boiling lava! 
                         But don't let that cool you off. She's 
                         a loaded pistol who likes pina colads 
                         and getting caught in the rain. Yours 
                         for the rescuing, Princess Fiona! (Shows 
                         picture of Princess Fiona) So will it 
                         be bachelorette number one, bachelorette 
                         number two or bachelorette number three?
                         Two! Two! Three! Three! Two! Two! Three!
                         Three? One? Three?

                         Three! (holds up 2 fingers) Pick number 
                         three, my lord!
                         Okay, okay, uh, number three!

                         Lord Farquaad, you've chosen Princess 
                         Princess Fiona. She's perfect. All I 
                         have to do is just find someone who 
                         can go...
                         But I probably should mention the little 
                         thing that happens at night.
                         I'll do it.

                         Yes, but after sunset...

                         Silence! I will make this Princess Fiona 
                         my queen, and DuLoc will finally have 
                         the perfect king! Captain, assemble 
                         your finest men. We're going to have 
                         a tournament. (smiles evilly)
               DuLoc Parking Lot - Lancelot Section

               Shrek and Donkey come out of the field that is right by the parking 
               lot. The castle itself is about 40 stories high.
                         But that's it. That's it right there. 
                         That's DuLoc. I told ya I'd find it.
                         So, that must be Lord Farquaad's castle.
                         Uh-huh. That's the place.

                         Do you think maybe he's compensating 
                         for something? (He laughs, but then 
                         groans as Donkey doesn't get the joke. 
                         He continues walking through the parking 
                         Hey, wait. Wait up, Shrek.

                         Hurry, darling. We're late. Hurry.
                         Hey, you! (The attendant, who is wearing 
                         a giant head that looks like Lord Farquaad, 
                         screams and begins running through the 
                         rows of rope to get to the front gate 
                         to get away from Shrek.) Wait a second. 
                         Look, I'm not gonna eat you. I just 
                         - - I just - - (He sighs and then begins 
                         walking straight through the rows. The 
                         attendant runs into a wall and falls 
                         down. Shrek and Donkey look at him then 
                         continue on into DuLoc.)

               They look around but all is quiet.

                         It's quiet. Too quiet. Where is everybody?
                         Hey, look at this!

               Donkey runs over and pulls a lever that is attached to a box 
               marked 'Information'. The music winds up and then the box doors 
               open up. There are little wooden people inside and they begin 
               to sing.
                                     WOODEN PEOPLE
                         Welcome to DuLoc such a perfect town
               Here we have some rules

               Let us lay them down

               Don't make waves, stay in line

               And we'll get along fine

               DuLoc is perfect place

               Please keep off of the grass

               Shine your shoes, wipe your... face

               DuLoc is, DuLoc is

               DuLoc is perfect place.

               Suddenly a camera takes Donkey and Shrek's picture.

                         Wow! Let's do that again! (makes ready 
                         to run over and pull the lever again)
                         (grabs Donkey's tail and holds him still) 
                         No. No. No, no, no! No.
               They hear a trumpet fanfare and head over to the arena.

                         Brave knights. You are the best and 
                         brightest in all the land. Today one 
                         of you shall prove himself...
               As Shrek and Donkey walk down the tunnel to get into the arena 
               Donkey is humming the DuLoc theme song.
                         All right. You're going the right way 
                         for a smacked bottom.
                         Sorry about that.

                         That champion shall have the honor - 
                         - no, no - - the privilege to go forth 
                         and rescue the lovely Princess Fiona 
                         from the fiery keep of the dragon. If 
                         for any reason the winner is unsuccessful, 
                         the first runner-up will take his place 
                         and so on and so forth. Some of you 
                         may die, but it's a sacrifice I am willing 
                         to make. (cheers) Let the tournament 
                         begin! (He notices Shrek) Oh! What is 
                         that? It's hideous!
                         (turns to look at Donkey and then back 
                         at Farquaad) Ah, that's not very nice. 
                         It's just a donkey.
                         Indeed. Knights, new plan! The one who 
                         kills the ogre will be named champion! 
                         Have it him!
                         Get him!

                         Oh, hey! Now come on! Hang on now. (bumps 
                         into a table where there are mugs of 
                         Go ahead! Get him!

                         (holds up a mug of beer) Can't we just 
                         settle this over a pint?
                         Kill the beast!

                         No? All right then. (drinks the beer) 
                         Come on!
               He takes the mug and smashes the spigot off the large barrel 
               of beer behind him. The beer comes rushing out drenching the 
               other men and wetting the ground. It's like mud now. Shrek slides 
               past the men and picks up a spear that one of the men dropped. 
               As Shrek begins to fight Donkey hops up onto one of the larger 
               beer barrels. It breaks free of it's ropes and begins to roll. 
               Donkey manages to squish two men into the mud. There is so much 
               fighting going on here I'm not going to go into detail. Suffice 
               to say that Shrek kicks butt.
                         Hey, Shrek, tag me! Tag me!

               Shrek comes over and bangs a man's head up against Donkeys. Shrek 
               gets up on the ropes and interacts with the crowd.

               A man tries to sneak up behind Shrek, but Shrek turns in time 
               and sees him.
                         The chair! Give him the chair!

               Shrek smashes a chair over the guys back. Finally all the men 
               are down. Donkey kicks one of them in the helmet, and the ding 
               sounds the end of the match. The audience goes wild.
                         Oh, yeah! Ah! Ah! Thank you! Thank you 
                         very much! I'm here till Thursday. Try 
                         the veal! Ha, ha! (laughs)
               The laughter stops as all of the guards turn their weapons on 
                                     HEAD GUARD
                         Shall I give the order, sir?

                         No, I have a better idea. People of 
                         DuLoc, I give you our champion!

                         Congratulations, ogre. You're won the 
                         honor of embarking on a great and noble 
                         Quest? I'm already in a quest, a quest 
                         to get my swamp back.
                         Your swamp?

                         Yeah, my swamp! Where you dumped those 
                         fairy tale creatures!
                         Indeed. All right, ogre. I'll make you 
                         a deal. Go on this quest for me, and 
                         I'll give you your swamp back.
                         Exactly the way it was?

                         Down to the last slime-covered toadstool.
                         And the squatters?

                         As good as gone.

                         What kind of quest?

               Time Lapse - Donkey and Shrek are now walking through the field 
               heading away from DuLoc. Shrek is munching on an onion.
                         Let me get this straight. You're gonna 
                         go fight a dragon and rescue a princess 
                         just so Farquaad will give you back 
                         a swamp which you only don't have because 
                         he filled it full of freaks in the first 
                         place. Is that about right?
                         You know, maybe there's a good reason 
                         donkeys shouldn't talk.
                         I don't get it. Why don't you just pull 
                         some of that ogre stuff on him? Throttle 
                         him, lay siege to his fortress, grinds 
                         his bones to make your bread, the whole 
                         ogre trip.
                         Oh, I know what. Maybe I could have 
                         decapitated an entire village and put 
                         their heads on a pike, gotten a knife, 
                         cut open their spleen and drink their 
                         fluids. Does that sound good to you?
                         Uh, no, not really, no.

                         For your information, there's a lot 
                         more to ogres than people think.

                         Example? Okay, um, ogres are like onions. 
                         (he holds out his onion)
                         (sniffs the onion) They stink?

                         Yes - - No!

                         They make you cry?


                         You leave them in the sun, they get 
                         all brown, start sproutin' little white 
                         No! Layers! Onions have layers. Ogres 
                         have layers! Onions have layers. You 
                         get it? We both have layers. (he heaves 
                         a sigh and then walks off)
                         (trailing after Shrek) Oh, you both 
                         have layers. Oh. {Sniffs} You know, 
                         not everybody likes onions. Cake! Everybody 
                         loves cakes! Cakes have layers.
                         I don't care... what everyone likes. 
                         Ogres are not like cakes.
                         You know what else everybody likes? 
                         Parfaits. Have you ever met a person, 
                         you say, "Let's get some parfait," they 
                         say, "Hell no, I don't like no parfait"? 
                         Parfaits are delicious.
                         No! You dense, irritating, miniature 
                         beast of burden! Ogres are like onions! 
                         And of story. Bye-bye. See ya later.
                         Parfaits may be the most delicious thing 
                         on the whole damn planet.
                         You know, I think I preferred your humming.
                         Do you have a tissue or something? I'm 
                         making a mess. Just the word parfait 
                         make me start slobbering.
               They head off. There is a montage of their journey. Walking through 
               a field at sunset. Sleeping beneath a bright moon. Shrek trying 
               to put the campfire out the next day and having a bit of a problem, 
               so Donkey pees on the fire to put it out.
               DRAGON'S KEEP

               Shrek and Donkey are walking up to the keep that's supposed to 
               house Princess Fiona. It appears to look like a giant volcano.
                         (sniffs) Ohh! Shrek! Did you do that? 
                         You gotta warn somebody before you just 
                         crack one off. My mouth was open and 
                         Believe me, Donkey, if it was me, you'd 
                         be dead. (sniffs) It's brimstone. We 
                         must be getting close.
                         Yeah, right, brimstone. Don't be talking 
                         about it's the brimstone. I know what 
                         I smell. It wasn't no brimstone. It 
                         didn't come off no stone neither.
               They climb up the side of the volcano/keep and look down. There 
               is a small piece of rock right in the center and that is where 
               the castle is. It is surrounded by boiling lava. It looks very 
                         Sure, it's big enough, but look at the 
                         location. (laughs...then the laugh turns 
                         into a groan)
                         Uh, Shrek? Uh, remember when you said 
                         ogres have layers?
                         Oh, aye.

                         Well, I have a bit of a confession to 
                         make. Donkeys don't have layers. We 
                         wear our fear right out there on our 
                         Wait a second. Donkeys don't have sleeves.
                         You know what I mean.

                         You can't tell me you're afraid of heights.
                         No, I'm just a little uncomfortable 
                         about being on a rickety bridge over 
                         a boiling like of lava!
                         Come on, Donkey. I'm right here beside 
                         ya, okay? For emotional support., we'll 
                         just tackle this thing together one 
                         little baby step at a time.

                         Really, really.

                         Okay, that makes me feel so much better.
                         Just keep moving. And don't look down.
                         Okay, don't look down. Don't look down. 
                         Don't look down. Keep on moving. Don't 
                         look down. (he steps through a rotting 
                         board and ends up looking straight down 
                         into the lava) Shrek! I'm lookin' down! 
                         Oh, God, I can't do this! Just let me 
                         off, please!
                         But you're already halfway.

                         But I know that half is safe!

                         Okay, fine. I don't have time for this. 
                         You go back.
                         Shrek, no! Wait!

                         Just, Donkey - - Let's have a dance 
                         then, shall me? (bounces and sways the 
                         Don't do that!

                         Oh, I'm sorry. Do what? Oh, this? (bounces 
                         the bridge again)
                         Yes, that!

                         Yes? Yes, do it. Okay. (continues to 
                         bounce and sway as he backs Donkey across 
                         the bridge)
                         No, Shrek! No! Stop it!

                         You said do it! I'm doin' it.

                         I'm gonna die. I'm gonna die. Shrek, 
                         I'm gonna die. (steps onto solid ground) 
                         That'll do, Donkey. That'll do. (walks 
                         towards the castle)
                         Cool. So where is this fire-breathing 
                         pain-in-the-neck anyway?
                         Inside, waiting for us to rescue her. 
                         I was talkin' about the dragon, Shrek.
               INSIDE THE CASTLE

                         You afraid?




                         Oh, good. Me neither. (sees a skeleton 
                         and gasps) 'Cause there's nothin' wrong 
                         with bein' afraid. Fear's a sensible 
                         response to an unfamiliar situation. 
                         Unfamiliar dangerous situation, I might 
                         add. With a dragon that breathes fire 
                         and eats knights and breathes fire, 
                         it sure doesn't mean you're a coward 
                         if you're a little scared. I sure as 
                         heck ain't no coward. I know that.
                         Donkey, two things, okay? Shut ... up. 
                         Now go over there and see if you can 
                         find any stairs.
                         Stairs? I thought we was lookin' for 
                         the princess.
                         (putting on a helmet) The princess will 
                         be up the stairs in the highest room 
                         in the tallest tower.
                         What makes you think she'll be there?
                         I read it in a book once. (walks off)
                         Cool. You handle the dragon. I'll handle 
                         the stairs. I'll find those stairs. 
                         I'll whip their butt too. Those stairs 
                         won't know which way they're goin'. 
                         (walks off)
               EMPTY ROOM

               Donkey is still talking to himself as he looks around the room.
                         I'm gonna take drastic steps. Kick it 
                         to the curb. Don't mess with me. I'm 
                         the stair master. I've mastered the 
                         stairs. I wish I had a step right here. 
                         I'd step all over it.

               Shrek spots a light in the tallest tower window.

                         Well, at least we know where the princess 
                         is, but where's the...
                         (os) Dragon!

               Donkey gasps and takes off running as the dragon roars again. 
               Shrek manages to grab Donkey out of the way just as the dragon 
               breathes fire.
                         Donkey, look out! (he manages to get 
                         a hold of the dragons tail and holds 
                         on) Got ya!
               The dragon gets irritated at this and flicks it's tail and Shrek 
               goes flying through the air and crashes through the roof of the 
               tallest tower. Fiona wakes up with a jerk and looks at him lying 
               on the floor.
                         Oh! Aah! Aah!

               Donkey get cornered as the Dragon knocks away all but a small 
               part of the bridge he's on.
                         No. Oh, no, No! (the dragon roars) Oh, 
                         what large teeth you have. (the dragon 
                         growls) I mean white, sparkling teeth. 
                         I know you probably hear this all time 
                         from your food, but you must bleach, 
                         'cause that is one dazzling smile you 
                         got there. Do I detect a hint of minty 
                         freshness? And you know what else? You're 
                         - - You're a girl dragon! Oh, sure! 
                         I mean, of course you're a girl dragon. 
                         You're just reeking of feminine beauty. 
                         (the dragon begins fluttering her eyes 
                         at him) What's the matter with you? 
                         You got something in your eye? Ohh. 
                         Oh. Oh. Man, I'd really love to stay, 
                         but you know, I'm, uh...(the dragon 
                         blows a smoke ring in the shape of a 
                         heart right at him, and he coughs) I'm 
                         an asthmatic, and I don't know if it'd 
                         work out if you're gonna blow smoke 
                         rings. Shrek! (the dragon picks him 
                         up with her teeth and carries him off) 
                         No! Shrek! Shrek! Shrek!
               FIONA'S ROOM

               Shrek groans as he gets up off the floor. His back is to Fiona 
               so she straightens her dress and lays back down on the bed. She 
               then quickly reaches over and gets the bouquet of flowers off 
               the side table. She then lays back down and appears to be asleep. 
               Shrek turns and goes over to her. He looks down at Fiona for 
               a moment and she puckers her lips. Shrek takes her by the shoulders 
               and shakes her away.
                         Oh! Oh!

                         Wake up!


                         Are you Princess Fiona?

                         I am, awaiting a knight so bold as to 
                         rescue me.
                         Oh, that's nice. Now let's go!

                         But wait, Sir Knight. This be-ith our 
                         first meeting. Should it not be a wonderful, 
                         romantic moment?
                         Yeah, sorry, lady. There's no time.
                         Hey, wait. What are you doing? You should 
                         sweep me off my feet out yonder window 
                         and down a rope onto your valiant steed.
                         You've had a lot of time to plan this, 
                         haven't you?
                         (smiles) Mm-hmm.

               Shrek breaks the lock on her door and pulls her out and down 
               the hallway.
                         But we have to savor this moment! You 
                         could recite an epic poem for me. A 
                         ballad? A sonnet! A limerick? Or something!
                         I don't think so.

                         Can I at least know the name of my champion?
                         Uh, Shrek.

                         Sir Shrek. (clears throat and holds 
                         out a handkerchief) I pray that you 
                         take this favor as a token of my gratitude.

               Suddenly they hear the dragon roar.

                         (surprised)You didn't slay the dragon?
                         It's on my to-do list. Now come on! 
                         (takes off running and drags Fiona behind 
                         But this isn't right! You were meant 
                         to charge in, sword drawn, banner flying. 
                         That's what all the other knights did.
                         Yeah, right before they burst into flame.
                         That's not the point. (Shrek suddenly 
                         stops and she runs into him.) Oh! (Shrek 
                         ignores her and heads for a wooden door 
                         off to the side.) Wait. Where are you 
                         going? The exit's over there.
                         Well, I have to save my ass.

                         What kind of knight are you?

                         One of a kind. (opens the door into 
                         the throne room)
                         (os) Slow down. Slow down, baby, please. 
                         I believe it's healthy to get to know 
                         someone over a long period of time. 
                         Just call me old-fashioned. (laughs 
                         worriedly) (we see him up close and 
                         from a distance as Shrek sneaks into 
                         the room) I don't want to rush into 
                         a physical relationship. I'm not emotionally 
                         ready for a commitment of, uh, this 
                         - - Magnitude really is the word I'm 
                         looking for. Magnitude- - Hey, that 
                         is unwanted physical contact. Hey, what 
                         are you doing? Okay, okay. Let's just 
                         back up a little and take this one step 
                         at a time. We really should get to know 
                         each other first as friends or pen pals. 
                         I'm on the road a lot, but I just love 
                         receiving cards - - I'd really love 
                         to stay, but - - Don't do that! That's 
                         my tail! That's my personal tail. You're 
                         gonna tear it off. I don't give permission 
                         - - What are you gonna do with that? 
                         Hey, now. No way. No! No! No, no! No. 
                         No, no, no. No! Oh!
               Shrek grabs a chain that's connected to the chandelier and swings 
               toward the dragon. He misses and he swings back again. He looks 
               up and spots that the chandelier is right above the dragons head. 
               He pulls on the chain and it releases and he falls down and bumps 
               Donkey out of the way right as the dragon is about to kiss him. 
               Instead the dragon kisses Shreks' butt. She opens her eyes and 
               roars. Shrek lets go of the chain and the chandelier falls onto 
               her head, but it's too big and it goes over her head and forms 
               a sort of collar for her. She roars again and Shrek and Donkey 
               take off running. Very 'Matrix' style. Shrek grabs Donkey and 
               then grabs Princess Fiona as he runs past her.
                         Hi, Princess!

                         It talks!

                         Yeah, it's getting him to shut up that's 
                         the trick.
               They all start screaming as the dragon gains on them. Shrek spots 
               a descending slide and jumps on. But unfortunately there is a 
               crack in the stone and it hits Shrek right in the groin. His 
               eyes cross and as he reaches the bottom of the slide he stumbles 
               off and walks lightly.

               Shrek gets them close to the exit and sets down Donkey and Fiona.
                         Okay, you two, heard for the exit! I'll 
                         take care of the dragon.
               Shrek grabs a sword and heads back toward the interior of the 
               castle. He throws the sword down in between several overlapping 
               chain links. The chain links are attached to the chandelier that 
               is still around the dragons neck.
                         (echoing) Run!

               They all take off running for the exit with the dragon in hot 
               pursuit. They make it to the bridge and head across. The dragons 
               breathes fire and the bridge begins to burn. They all hang on 
               for dear life as the ropes holding the bridge up collapse. They 
               are swung to the other side. As they hang upside down they look 
               in horror as the dragon makes to fly over the boiling lava to 
               get them. But suddenly the chandelier with the chain jerk the 
               dragon back and she's unable to get to them. Our gang climbs 
               quickly to safety as the dragon looks angry and then gives a 
               sad whimper as she watches Donkey walk away.
                         (sliding down the 'volcano' hill) You 
                         did it! You rescued me! You're amazing. 
                         (behind her Donkey falls down the hill) 
                         You're - - You're wonderful. You're... 
                         (turns and sees Shrek fall down the 
                         hill and bump into Donkey) a little 
                         unorthodox I'll admit. But thy deed 
                         is great, and thy heart is pure. I am 
                         eternally in your debt. (Donkey clears 
                         his throat.) And where would a brave 
                         knight be without his noble steed?
                         I hope you heard that. She called me 
                         a noble steed. She think I'm a steed.
                         The battle is won. You may remove your 
                         helmet, good Sir Knight.
                         Uh, no.

                         Why not?

                         I have helmet hair.

                         Please. I would'st look upon the face 
                         of my rescuer.
                         No, no, you wouldn't - - 'st.

                         But how will you kiss me?

                         What? (to Donkey) That wasn't in the 
                         job description.
                         Maybe it's a perk.

                         No, it's destiny. Oh, you must know 
                         how it goes. A princess locked in a 
                         tower and beset by a dragon is rescued 
                         by a brave knight, and then they share 
                         true love's first kiss.
                         Hmm? With Shrek? You think- - Wait. 
                         Wait. You think that Shrek is you true 
                         Well, yes.

               Both Donkey and Shrek burst out laughing.

                         You think Shrek is your true love!
                         What is so funny?

                         Let's just say I'm not your type, okay?Fiona: 
                         Of course, you are. You're my rescuer. 
                         Now - - Now remove your helmet.
                         Look. I really don't think this is a 
                         good idea.
                         Just take off the helmet.

                         I'm not going to.

                         Take it off.



                         Okay! Easy. As you command. Your Highness. 
                         (takes off his helmet)
                         You- - You're a- - an ogre.

                         Oh, you were expecting Prince Charming.
                         Well, yes, actually. Oh, no. This is 
                         all wrong. You're not supposed to be 
                         an ogre.
                         Princess, I was sent to rescue you by 
                         Lord Farquaad, okay? He is the one who 
                         wants to marry you.
                         Then why didn't he come rescue me?
                         Good question. You should ask him that 
                         when we get there.
                         But I have to be rescued by my true 
                         love, not by some ogre and his- - his 
                         Well, so much for noble steed.

                         You're not making my job any easier.
                         I'm sorry, but your job is not my problem. 
                         You can tell Lord Farquaad that if he 
                         wants to rescue me properly, I'll be 
                         waiting for him right here.
                         Hey! I'm no one's messenger boy, all 
                         right? (ominous) I'm a delivery boy. 
                         (he swiftly picks her up and swings 
                         her over his shoulder like she was a 
                         sack of potatoes)
                         You wouldn't dare. Put me down!

                         Ya comin', Donkey?

                         I'm right behind ya.

                         Put me down, or you will suffer the 
                         consequences! This is not dignified! 
                         Put me down!

               A little time has passed and Fiona has calmed down. She just 
               hangs there limply while Shrek carries her.
                         Okay, so here's another question. Say 
                         there's a woman that digs you, right, 
                         but you don't really like her that way. 
                         How do you let her down real easy so 
                         her feelings aren't hurt, but you don't 
                         get burned to a crisp and eaten?
                         You just tell her she's not your true 
                         love. Everyone knows what happens when 
                         you find your...(Shrek drops her on 
                         the ground) Hey! The sooner we get to 
                         DuLoc the better.
                         You're gonna love it there, Princess. 
                         It's beautiful!
                         And what of my groom-to-be? Lord Farquaad? 
                         What's he like?
                         Let me put it this way, Princess. Men 
                         of Farquaad's stature are in short supply. 
                         (he and Donkey laugh)
               Shrek then proceeds to splash water onto his face to wash off 
               the dust and grime.
                         I don't know. There are those who think 
                         little of him. (they laugh again) Fiona: 
                         Stop it. Stop it, both of you. You're 
                         just jealous you can never measure up 
                         to a great ruler like Lord Farquaad.
                         Yeah, well, maybe you're right, Princess. 
                         But I'll let you do the "measuring" 
                         when you see him tomorrow.
                         (looks at the setting sun) Tomorrow? 
                         It'll take that long? Shouldn't we stop 
                         to make camp?
                         No, that'll take longer. We can keep 
                         But there's robbers in the woods.

                         Whoa! Time out, Shrek! Camp is starting 
                         to sound good.
                         Hey, come on. I'm scarier than anything 
                         we're going to see in this forest.
                         I need to find somewhere to camp now!
               Both Donkey and Shrek's ears lower as they shrink away from her.
               MOUNTAIN CLIFF

               Shrek has found a cave that appears to be in good order. He shoves 
               a stone boulder out of the way to reveal the cave.
                         Hey! Over here.

                         Shrek, we can do better than that. I 
                         don't think this is fit for a princess.
                         No, no, it's perfect. It just needs 
                         a few homey touches.
                         Homey touches? Like what? (he hears 
                         a tearing noise and looks over at Fiona 
                         who has torn the bark off of a tree.)
                         A door? Well, gentlemen, I bid thee 
                         good night. (goes into the cave and 
                         puts the bark door up behind her)
                         You want me to read you a bedtime story? 
                         I will.
                         (os) I said good night!

               Shrek looks at Donkey for a second and then goes to move the 
               boulder back in front of the entrance to the cave with Fiona 
               still inside.
                         Shrek, What are you doing?

                         (laughs) I just- - You know - - Oh, 
                         come on. I was just kidding.
               LATER THAT NIGHT

               Shrek and Donkey are sitting around a campfire. They are staring 
               up into the sky as Shrek points out certain star constellations 
               to Donkey.
                         And, uh, that one, that's Throwback, 
                         the only ogre to ever spit over three 
                         wheat fields.
                         Right. Yeah. Hey, can you tell my future 
                         from these stars?
                         The stars don't tell the future, Donkey. 
                         They tell stories. Look, there's Bloodnut, 
                         the Flatulent. You can guess what he's 
                         famous for.
                         I know you're making this up.

                         No, look. There he is, and there's the 
                         group of hunters running away from his 
                         That ain't nothin' but a bunch of little 
                         You know, Donkey, sometimes things are 
                         more than they appear. Hmm? Forget it.
                         (heaves a big sigh) Hey, Shrek, what 
                         we gonna do when we get our swamp anyway?
                         Our swamp?

                         You know, when we're through rescuing 
                         the princess.
                         We? Donkey, there's no "we". There's 
                         no "our". There's just me and my swamp. 
                         The first thing I'm gonna do is build 
                         a ten-foot wall around my land.
                         You cut me deep, Shrek. You cut me real 
                         deep just now. You know what I think? 
                         I think this whole wall thing is just 
                         a way to keep somebody out.
                         No, do ya think?

                         Are you hidin' something?

                         Never mind, Donkey.

                         Oh, this is another one of those onion 
                         things, isn't it?
                         No, this is one of those drop-it and 
                         leave-it alone things.
                         Why don't you want to talk about it?
                         Why do you want to talk about it?

                         Why are you blocking?

                         I'm not blocking.

                         Oh, yes, you are.

                         Donkey, I'm warning you.

                         Who you trying to keep out?

                         Everyone! Okay?

                         (pause) Oh, now we're gettin' somewhere. 
               At this point Fiona pulls the 'door' away from the entrance to 
               the cave and peaks out. Neither of the guys see her.
                         Oh! For the love of Pete! (gets up and 
                         walks over to the edge of the cliff 
                         and sits down)
                         What's your problem? What you got against 
                         the whole world anyway?
                         Look, I'm not the one with the problem, 
                         okay? It's the world that seems to have 
                         a problem with me. People take one look 
                         at me and go. "Aah! Help! Run! A big, 
                         stupid, ugly ogre!" They judge me before 
                         they even know me. That's why I'm better 
                         off alone.
                         You know what? When we met, I didn't 
                         think you was just a big, stupid, ugly 
                         Yeah, I know.

                         So, uh, are there any donkeys up there?
                         Well, there's, um, Gabby, the Small 
                         and Annoying.
                         Okay, okay, I see it now. The big shiny 
                         one, right there. That one there?
               Fiona puts the door back.

                         That's the moon.

                         Oh, okay.

               DuLoc - Farquaad's Bedroom

               The camera pans over a lot of wedding stuff. Soft music plays 
               in the background. Farquaad is in bed, watching as the Magic 
               Mirror shows him Princess Fiona.
                         Again, show me again. Mirror, mirror, 
                         show her to me. Show me the princess.

               The Mirror rewinds and begins to play again from the beginning.
                         Ah. Perfect.

               Farquaad looks down at his bare chest and pulls the sheet up 
               to cover himself as though Fiona could see him as he gazes sheepishly 
               at her image in the mirror.

               Fiona walks out of the cave. She glances at Shrek and Donkey 
               who are still sleeping. She wanders off into the woods and comes 
               across a blue bird. She begins to sing. The bird sings along 
               with her. She hits higher and higher notes and the bird struggles 
               to keep up with her. Suddenly the pressure of the note is too 
               big and the bird explodes. Fiona looks a little sheepish, but 
               she eyes the eggs that the bird left behind. Time lapse, Fiona 
               is now cooking the eggs for breakfast. Shrek and Donkey are still 
               sleeping. Shrek wakes up and looks at Fiona. Donkey's talking 
               in his sleep.
                         (quietly) Mmm, yeah, you know I like 
                         it like that. Come on, baby. I said 
                         I like it.
                         Donkey, wake up. (shakes him)

                         Huh? What?

                         Wake up.

                         What? (stretches and yawns)

                         Good morning. Hm, how do you like your 
                         Oh, good morning, Princess!

               Fiona gets up and sets the eggs down in front of them.

                         What's all this about?

                         You know, we kind of got off to a bad 
                         start yesterday. I wanted to make it 
                         up to you. I mean, after all, you did 
                         rescue me.
                         Uh, thanks.

               Donkey sniffs the eggs and licks his lips.

                         Well, eat up. We've got a big day ahead 
                         of us. (walks off)

               They are once again on their way. They are walking through the 
               forest. Shrek belches.

                         What? It's a compliment. Better out 
                         than in, I always say. (laughs)
                         Well, it's no way to behave in front 
                         of a princess.
               Fiona belches


                         She's as nasty as you are.

                         (chuckles) You know, you're not exactly 
                         what I expected.
                         Well, maybe you shouldn't judge people 
                         before you get to know them.
               She smiles and then continues walking, singing softly. Suddenly 
               from out of nowhere, a man swings down and swoops Fiona up into 
               a tree.
                                     ROBIN HOOD
                         La liberte! Hey!


                         (to Robin Hood) What are you doing?
                                     ROBIN HOOD
                         Be still, mon cherie, for I am you savior! 
                         And I am rescuing you from this green...(kisses 
                         up her arm while Fiona pulls back in 
                         Hey! That's my princess! Go find you 
                                     ROBIN HOOD
                         Please, monster! Can't you see I'm a 
                         little busy here?
                         (getting fed up) Look, pal, I don't 
                         know who you think you are!
                                     ROBIN HOOD
                         Oh! Of course! Oh, how rude. Please 
                         let me introduce myself. Oh, Merry Men. 
               Suddenly an accordion begins to play and the Merry men pop out 
               from the bushes. They begin to sing Robin's theme song.
                                     MERRY MEN
                         Ta, dah, dah, dah, whoo.

                                     ROBIN HOOD
                         I steal from the rich and give to the 
                                     MERRY MEN
                         He takes a wee percentage,

                                     ROBIN HOOD
                         But I'm not greedy. I rescue pretty 
                         damsels, man, I'm good.
                                     MERRY MEN
                         What a guy, Monsieur Hood.

                                     ROBIN HOOD
                         Break it down. I like an honest fight 
                         and a saucy little maid...
                                     MERRY MEN
                         What he's basically saying is he likes 
                         to get...
                                     ROBIN HOOD
                         Paid. So...When an ogre in the bush 
                         grabs a lady by the tush. That's bad.
                                     MERRY MEN
                         That's bad.

                                     ROBIN HOOD
                         When a beauty's with a beast it makes 
                         me awfully mad.
                                     MERRY MEN
                         He's mad, he's really, really mad.
                                     ROBIN HOOD
                         I'll take my blade and ram it through 
                         your heart, keep your eyes on me, boys 
                         'cause I'm about to start...
               There is a grunt as Fiona swings down from the tree limb and 
               knocks Robin Hood unconscious.
                         Man, that was annoying!

               Shrek looks at her in admiration.

                                     MERRY MAN
                         Oh, you little- - (shoots an arrow at 
                         Fiona but she ducks out of the way)
               The arrow flies toward Donkey who jumps into Shrek's arms to 
               get out of the way. The arrow proceeds to just bounce off a tree.
               Another fight sequence begins and Fiona gives a karate yell and 
               then proceeds to beat the crap out of the Merry Men. There is 
               a very interesting 'Matrix' moment here when Fiona pauses in 
               mid-air to fix her hair. Finally all of the Merry Men are down, 
               and Fiona begins walking away.
                         Uh, shall we?

                         Hold the phone. (drops Donkey and begins 
                         walking after Fiona) Oh! Whoa, whoa, 
                         whoa. Hold on now. Where did that come 

                         That! Back there. That was amazing! 
                         Where did you learn that?
                         Well...(laughs) when one lives alone, 
                         uh, one has to learn these things in 
                         case there's a...(gasps and points) 
                         there's an arrow in your butt!
                         What? (turns and looks) Oh, would you 
                         look at that? (he goes to pull it out 
                         but flinches because it's tender)
                         Oh, no. This is all my fault. I'm so 
                         (walking up) Why? What's wrong?

                         Shrek's hurt.

                         Shrek's hurt. Shrek's hurt? Oh, no, 
                         Shrek's gonna die.
                         Donkey, I'm okay.

                         You can't do this to me, Shrek. I'm 
                         too young for you to die. Keep you legs 
                         elevated. Turn your head and cough. 
                         Does anyone know the Heimlich?
                         Donkey! Calm down. If you want to help 
                         Shrek, run into the woods and find me 
                         a blue flower with red thorns.
                         Blue flower, red thorns. Okay, I'm on 
                         it. Blue flower, red thorns. Don't die 
                         Shrek. If you see a long tunnel, stay 
                         away from the light!
                                     SHREK & FIONA

                         Oh, yeah. Right. Blue flower, red thorns. 
                         (runs off)
                         What are the flowers for?

                         (like it's obvious) For getting rid 
                         of Donkey.

                         Now you hold still, and I'll yank this 
                         thing out. (gives the arrow a little 
                         (jumps away) Ow! Hey! Easy with the 
               As they continue to talk Fiona keeps going after the arrow and 
               Shrek keeps dodging her hands.
                         I'm sorry, but it has to come out.
                         No, it's tender.

                         Now, hold on.

                         What you're doing is the opposite of 
                         Don't move.

                         Look, time out.

                         Would you...(grunts as Shrek puts his 
                         hand over her face to stop her from 
                         getting at the arrow) Okay. What do 
                         you propose we do?

               Donkey is still looking for the special flower.

                         Blue flower, red thorns. Blue flower, 
                         red thorns. Blue flower, red thorns. 
                         This would be so much easier if I wasn't 
                         color-blind! Blue flower, red thorns.
                         (os) Ow!

                         Hold on, Shrek! I'm comin'! (rips a 
                         flower off a nearby bush that just happens 
                         to be a blue flower with red thorns)
               THE FOREST PATH

                         Ow! Not good.

                         Okay. Okay. I can nearly see the head. 
                         (Shrek grunts as she pulls) It's just 
                         Ow! Ohh! (he jerks and manages to fall 
                         over with Fiona on top of him)

                         (throwing Fiona off of him) Nothing 
                         happend. We were just, uh - -
                         Look, if you wanted to be alone, all 
                         you had to do was ask. Okay?
                         Oh, come on! That's the last thing on 
                         my mind. The princess here was just- 
                         - (Fiona pulls the arrow out) Ugh! (he 
                         turns to look at Fiona who holds up 
                         the arrow with a smile) Ow!
                         Hey, what's that? (nervous chuckle) 
                         That' that blood?
               Donkey faints. Shrek walks over and picks him up as they continue 
               on their way.
               There is a montage of scenes as the group heads back to DuLoc. 
               Shrek crawling up to the top of a tree to make it fall over a 
               small brook so that Fiona won't get wet. Shrek then gets up as 
               Donkey is just about to cross the tree and the tree swings back 
               into it's upright position and Donkey flies off. Shrek swatting 
               and a bunch of flies and mosquitoes. Fiona grabs a nearby spiderweb 
               that's on a tree branch and runs through the field swinging it 
               around to catch the bugs. She then hands it to Shrek who begins 
               eating like it's a treat. As he walks off she licks her fingers. 
               Shrek catching a toad and blowing it up like a balloon and presenting 
               it to Fiona. Fiona catching a snake, blowing it up, fashioning 
               it into a balloon animal and presenting it to Shrek. The group 
               arriving at a windmill that is near DuLoc.

                         There it is, Princess. Your future awaits 
                         That's DuLoc?

                         Yeah, I know. You know, Shrek thinks 
                         Lord Farquaad's compensating for something, 
                         which I think means he has a really...(Shrek 
                         steps on his hoof) Ow!
                         Um, I, uh- - I guess we better move 
                         Sure. But, Shrek? I'm - - I'm worried 
                         about Donkey.

                         I mean, look at him. He doesn't look 
                         so good.
                         What are you talking about? I'm fine.
                         (kneels to look him in the eyes) That's 
                         what they always say, and then next 
                         thing you know, you're on your back. 
                         (pause) Dead.
                         You know, she's right. You look awful. 
                         Do you want to sit down?
                         Uh, you know, I'll make you some tea.
                         I didn't want to say nothin', but I 
                         got this twinge in my neck, and when 
                         I turn my head like this, look, (turns 
                         his neck in a very sharp way until his 
                         head is completely sideways) Ow! See?
                         Who's hungry? I'll find us some dinner.
                         I'll get the firewood.

                         Hey, where you goin'? Oh, man, I can't 
                         feel my toes! (looks down and yelps) 
                         I don't have any toes! I think I need 
                         a hug.

               Shrek has built a fire and is cooking the rest of dinner while 
               Fiona eats.
                         Mmm. This is good. This is really good. 
                         What is this?
                         Uh, weed rat. Rotisserie style.

                         No kidding. Well, this is delicious.
                         Well, they're also great in stews. Now, 
                         I don't mean to brag, but I make a mean 
                         weed rat stew. (chuckles)
               Fiona looks at DuLoc and sighs.

                         I guess I'll be dining a little differently 
                         tomorrow night.
                         Maybe you can come visit me in the swamp 
                         sometime. I'll cook all kind of stuff 
                         for you. Swamp toad soup, fish eye tartare 
                         - - you name it.
                         (smiles) I'd like that.

               They smiles at each other.

                         Um, Princess?

                         Yes, Shrek?

                         I, um, I was wondering...are you...(sighs) 
                         Are you gonna eat that?
                         (chuckles) Man, isn't this romantic? 
                         Just look at that sunset.
                         (jumps up) Sunset? Oh, no! I mean, it's 
                         late. I-It's very late.

                         Wait a minute. I see what's goin' on 
                         here. You're afraid of the dark, aren't 
                         Yes! Yes, that's it. I'm terrified. 
                         You know, I'd better go inside.
                         Don't feel bad, Princess. I used to 
                         be afraid of the dark, too, until - 
                         - Hey, no, wait. I'm still afraid of 
                         the dark.
               Shrek sighs

                         Good night.

                         Good night.

               Fiona goes inside the windmill and closes the door. Donkey looks 
               at Shrek with a new eye.
                         Ohh! Now I really see what's goin' on 
                         Oh, what are you talkin' about?

                         I don't even wanna hear it. Look, I'm 
                         an animal, and I got instincts. And 
                         I know you two were diggin' on each 
                         other. I could feel it.
                         You're crazy. I'm just bringing her 
                         back to Farquaad.
                         Oh, come on, Shrek. Wake up and smell 
                         the pheromones. Just go on in and tell 
                         her how you feel.
                         I- - There's nothing to tell. Besides, 
                         even if I did tell her that, well, you 
                         know - - and I'm not sayin' I do 'cause 
                         I don't - - she's a princess, and I'm 
                         - -
                         An ogre?

                         Yeah. An ogre.

                         Hey, where you goin'?

                         To get... move firewood. (sighs)

               Donkey looks over at the large pile of firewood there already 
               TIME LAPSE

               Donkey opens the door to the Windmill and walks in. Fiona is 
               nowhere to be seen.
                         Princess? Princess Fiona? Princess, 
                         where are you? Princess?
               Fiona looks at Donkey from the shadows, but we can't see her.
                         It's very spooky in here. I ain't playing 
                         no games.
               Suddenly Fiona falls from the railing. She gets up only she doesn't 
               look like herself. She looks like an ogre and Donkey starts freaking 

                         Oh, no!

                         No, help!


                         Shrek! Shrek! Shrek!

                         No, it's okay. It's okay.

                         What did you do with the princess?
                         Donkey, I'm the princess.


                         It's me, in this body.

                         Oh, my God! You ate the princess. (to 
                         her stomach) Can you hear me?

                         (still aimed at her stomach) Listen, 
                         keep breathing! I'll get you out of 

                         Shrek! Shrek! Shrek!



                         This is me.

               Donkey looks into her eyes as she pets his muzzle, and he quiets 
                         Princess? What happened to you? You're, 
                         uh, uh, uh, different.
                         I'm ugly, okay?

                         Well, yeah! Was it something you ate? 
                         'Cause I told Shrek those rats was a 
                         bad idea. You are what you eat, I said. 
                         Now - -
                         No. I - - I've been this way as long 
                         as I can remember.
                         What do you mean? Look, I ain't never 
                         seen you like this before.
                         It only happens when sun goes down. 
                         "By night one way, by day another. This 
                         shall be the norm... until you find 
                         true love's first kiss... and then take 
                         love's true form."
                         Ah, that's beautiful. I didn't know 
                         you wrote poetry.
                         It's a spell. (sigh) When I was a little 
                         girl, a witch cast a spell on me. Every 
                         night I become this. This horrible, 
                         ugly beast! I was placed in a tower 
                         to await the day my true love would 
                         rescue me. That's why I have to marry 
                         Lord Farquaad tomorrow before the sun 
                         sets and he sees me like this. (begins 
                         to cry)
                         All right, all right. Calm down. Look, 
                         it's not that bad. You're not that ugly. 
                         Well, I ain't gonna lie. You are ugly. 
                         But you only look like this at night. 
                         Shrek's ugly 24-7.
                         But Donkey, I'm a princess, and this 
                         is not how a princess is meant to look.
                         Princess, how 'bout if you don't marry 
                         I have to. Only my true love's kiss 
                         can break the spell.
                         But, you know, um, you're kind of an 
                         orge, and Shrek - - well, you got a 
                         lot in common.


               Shrek is walking towards the windmill with a sunflower in his 
                         (to himself) Princess, I - - Uh, how's 
                         it going, first of all? Good? Um, good 
                         for me too. I'm okay. I saw this flower 
                         and thought of you because it's pretty 
                         and - - well, I don't really like it, 
                         but I thought you might like it 'cause 
                         you're pretty. But I like you anyway. 
                         I'd - - uh, uh...(sighs) I'm in trouble. 
                         Okay, here we go.
               He walks up to the door and pauses outside when he hears Donkey 
               and Fiona talking.
                         (os) I can't just marry whoever I want. 
                         Take a good look at me, Donkey. I mean, 
                         really, who can ever love a beast so 
                         hideous and ugly? "Princess" and "ugly" 
                         don't go together. That's why I can't 
                         stay here with Shrek.
               Shrek steps back in shock.

                         (os) My only chance to live happily 
                         ever after is to marry my true love.
               Shrek heaves a deep sigh. He throws the flower down and walks 

                         Don't you see, Donkey? That's just how 
                         it has to be. It's the only way to break 
                         the spell.
                         You at least gotta tell Shrek the truth.
                         No! You can't breathe a word. No one 
                         must ever know.
                         What's the point of being able to talk 
                         if you gotta keep secrets?
                         Promise you won't tell. Promise!

                         All right, all right. I won't tell him. 
                         But you should. (goes outside) I just 
                         know before this is over, I'm gonna 
                         need a whole lot of serious therapy. 
                         Look at my eye twitchin'.
               Fiona comes out the door and watches him walk away. She looks 
               down and spots the sunflower. She picks it up before going back 
               inside the windmill.

               Donkey is asleep. Shrek is nowhere to be seen. Fiona is still 
               awake. She is plucking petals from the sunflower.
                         I tell him, I tell him not. I tell him, 
                         I tell him not. I tell him. (she quickly 
                         runs to the door and goes outside) Shrek! 
                         Shrek, there's something I want...(she 
                         looks and sees the rising sun, and as 
                         the sun crests the sky she turns back 
                         into a human.)
               Just as she looks back at the sun she sees Shrek stomping towards 
                         Shrek. Are you all right?

                         Perfect! Never been better.

                         I - - I don't - - There's something 
                         I have to tell you.
                         You don't have to tell me anything, 
                         Princess. I heard enough last night.
                         You heard what I said?

                         Every word.

                         I thought you'd understand.

                         Oh, I understand. Like you said, "Who 
                         could love a hideous, ugly beast?"
                         But I thought that wouldn't matter to 
                         Yeah? Well, it does. (Fiona looks at 
                         him in shock. He looks past her and 
                         spots a group approaching.) Ah, right 
                         on time. Princess, I've brought you 
                         a little something.
               Farquaad has arrived with a group of his men. He looks very regal 
               sitting up on his horse. You would never guess that he's only 
               like 3 feet tall. Donkey wakes up with a yawn as the soldiers 
               march by.
                         What'd I miss? What'd I miss? (spots 
                         the soldiers) (muffled) Who said that? 
                         Couldn't have been the donkey.
                         Princess Fiona.

                         As promised. Now hand it over.

                         Very well, ogre. (holds out a piece 
                         of paper) The deed to your swamp, cleared 
                         out, as agreed. Take it and go before 
                         I change my mind. (Shrek takes the paper) 
                         Forgive me, Princess, for startling 
                         you, but you startled me, for I have 
                         never seen such a radiant beauty before. 
                         I'm Lord Farquaad.
                         Lord Farquaad? Oh, no, no. (Farquaad 
                         snaps his fingers) Forgive me, my lord, 
                         for I was just saying a short... (Watches 
                         as Farquaad is lifted off his horse 
                         and set down in front of her. He comes 
                         to her waist.) farewell.
                         Oh, that is so sweet. You don't have 
                         to waste good manners on the ogre. It's 
                         not like it has feelings.
                         No, you're right. It doesn't.

               Donkey watches this exchange with a curious look on his face.
                         Princess Fiona, beautiful, fair, flawless 
                         Fiona. I ask your hand in marriage. 
                         Will you be the perfect bride for the 
                         perfect groom?
                         Lord Farquaad, I accept. Nothing would 
                         make - -
                         (interrupting) Excellent! I'll start 
                         the plans, for tomorrow we wed!
                         No! I mean, uh, why wait? Let's get 
                         married today before the sun sets.
                         Oh, anxious, are you? You're right. 
                         The sooner, the better. There's so much 
                         to do! There's the caterer, the cake, 
                         the band, the guest list. Captain, round 
                         up some guests! (a guard puts Fiona 
                         on the back of his horse)
                         Fare-thee-well, ogre.

               Farquaad's whole party begins to head back to DuLoc. Donkey watches 
               them go.
                         Shrek, what are you doing? You're letting 
                         her get away.
                         Yeah? So what?

                         Shrek, there's something about her you 
                         don't know. Look, I talked to her last 
                         night, She's - -
                         I know you talked to her last night. 
                         You're great pals, aren't ya? Now, if 
                         you two are such good friends, why don't 
                         you follow her home?
                         Shrek, I - - I wanna go with you.

                         I told you, didn't I? You're not coming 
                         home with me. I live alone! My swamp! 
                         Me! Nobody else! Understand? Nobody! 
                         Especially useless, pathetic, annoying, 
                         talking donkeys!
                         But I thought - -

                         Yeah. You know what? You thought wrong! 
                         (stomps off)

               Montage of different scenes. Shrek arriving back home. Fiona 
               being fitted for the wedding dress. Donkey at a stream running 
               into the dragon. Shrek cleaning up his house. Fiona eating dinner 
               alone. Shrek eating dinner alone.
               SHREK'S HOME

               Shrek is eating dinner when he hears a sound outside. He goes 
               outside to investigate.
                         Donkey? (Donkey ignores him and continues 
                         with what he's doing.) What are you 
                         I would think, of all people, you would 
                         recognize a wall when you see one.
                         Well, yeah. But the wall's supposed 
                         to go around my swamp, not through it.
                         It is around your half. See that's your 
                         half, and this is my half.
                         Oh! Your half. Hmm.

                         Yes, my half. I helped rescue the princess. 
                         I did half the work. I get half the 
                         booty. Now hand me that big old rock, 
                         the one that looks like your head.
                         Back off!

                         No, you back off.

                         This is my swamp!

                         Our swamp.

                         (grabs the tree branch Donkey is working 
                         with) Let go, Donkey!
                         You let go.

                         Stubborn jackass!

                         Smelly ogre.

                         Fine! (drops the tree branch and walks 
                         Hey, hey, come back here. I'm not through 
                         with you yet.
                         Well, I'm through with you.

                         Uh-uh. You know, with you it's always, 
                         "Me, me, me!" Well, guess what! Now 
                         it's my turn! So you just shut up and 
                         pay attention! You are mean to me. You 
                         insult me and you don't appreciate anything 
                         that I do! You're always pushing me 
                         around or pushing me away.
                         Oh, yeah? Well, if I treated you so 
                         bad, how come you came back?
                         Because that's what friends do! They 
                         forgive each other!
                         Oh, yeah. You're right, Donkey. I forgive 
                         you... for stabbin' me in the back! 
                         (goes into the outhouse and slams the 
                         Ohh! You're so wrapped up in layers, 
                         onion boy, you're afraid of your own 
                         (os) Go away!

                         There you are , doing it again just 
                         like you did to Fiona. All she ever 
                         do was like you, maybe even love you.
                         (os) Love me? She said I was ugly, a 
                         hideous creature. I heard the two of 
                         you talking.
                         She wasn't talkin' about you. She was 
                         talkin' about, uh, somebody else.
                         (opens the door and comes out) She wasn't 
                         talking about me? Well, then who was 
                         she talking about?
                         Uh-uh, no way. I ain't saying anything. 
                         You don't wanna listen to me. Right? 


                         Okay, look. I'm sorry, all right? (sigh) 
                         I'm sorry. I guess I am just a big, 
                         stupid, ugly ogre. Can you forgive me?
                         Hey, that's what friends are for, right?
                         Right. Friends?


                         So, um, what did Fiona say about me?
                         What are you asking me for? Why don't 
                         you just go ask her?
                         The wedding! We'll never make it in 
                         Ha-ha-ha! Never fear, for where, there's 
                         a will, there's a way and I have a way. 
               Suddenly the dragon arrives overhead and flies low enough so 
               they can climb on.

                         I guess it's just my animal magnetism.
               They both laugh.

                         Aw, come here, you. (gives Donkey a 
                         All right, all right. Don't get all 
                         slobbery. No one likes a kiss ass. All 
                         right, hop on and hold on tight. I haven't 
                         had a chance to install the seat belts 
               They climb aboard the dragon and she takes off for DuLoc.

               DULOC - CHURCH

               Fiona and Farquaad are getting married. The whole town is there. 
               The prompter card guy holds up a card that says 'Revered Silence'.
                         People of DuLoc, we gather here today 
                         to bear witness to the union....
                         (eyeing the setting sun) Um-

                         ...of our new king...

                         Excuse me. Could we just skip ahead 
                         to the "I do's"?
                         (chuckles and then motions to the priest 
                         to indulge Fiona) Go on.

               Some guards are milling around. Suddenly the dragon lands with 
               a boom. The guards all take off running.
                         (to Dragon) Go ahead, HAVE SOME FUN. 
                         If we need you, I'll whistle. How about 
                         that? (she nods and goes after the guards) 
                         Shrek, wait, wait! Wait a minute! You 
                         wanna do this right, don't you?
                         (at the Church door) What are you talking 
                         There's a line you gotta wait for. The 
                         preacher's gonna say, "Speak now or 
                         forever hold your peace." That's when 
                         you say, "I object!"
                         I don't have time for this!

                         Hey, wait. What are you doing? Listen 
                         to me! Look, you love this woman, don't 

                         You wanna hold her?


                         Please her?


                         (singing James Brown style) Then you 
                         got to, got to try a little tenderness. 
                         (normal) The chicks love that romantic 
                         All right! Cut it out. When does this 
                         guy say the line?
                         We gotta check it out.

               INSIDE CHURCH

               As the priest talks we see Donkey's shadow through one of the 
               windows Shrek tosses him up so he can see.
                         And so, by the power vested in me...

                         What do you see?

                         The whole town's in there.


                         I now pronounce you husband and wife...

                         They're at the altar.


                         ...king and queen.


                         Mother Fletcher! He already said it.
                         Oh, for the love of Pete!

               He runs inside without catching Donkey, who hits the ground hard.
               INSIDE CHURCH

                         (running toward the alter) I object!

               The whole congregation gasps as they see Shrek.

                         Oh, now what does he want?

                         (to congregation as he reaches the front 
                         of the Church) Hi, everyone. Havin' 
                         a good time, are ya? I love DuLoc, first 
                         of all. Very clean.
                         What are you doing here?

                         Really, it's rude enough being alive 
                         when no one wants you, but showing up 
                         uninvited to a wedding...
                         Fiona! I need to talk to you.

                         Oh, now you wanna talk? It's a little 
                         late for that, so if you'll excuse me 
                         - -
                         But you can't marry him.

                         And why not?

                         Because- - Because he's just marring 
                         you so he can be king.
                         Outrageous! Fiona, don't listen to him.
                         He's not your true love.

                         And what do you know about true love?
                         Well, I - - Uh - - I mean - -

                         Oh, this is precious. The ogee has fallen 
                         in love with the princess! Oh, good 
                         Lord. (laughs)
               The prompter card guy holds up a card that says 'Laugh'. The 
               whole congregation laughs.
                         An ogre and a princess!

                         Shrek, is this true?

                         Who cares? It's preposterous! Fiona, 
                         my love, we're but a kiss away from 
                         our "happily ever after." Now kiss me! 
                         (puckers his lips and leans toward her, 
                         but she pulls back.)
                         (looking at the setting sun) "By night 
                         one way, by day another." (to Shrek) 
                         I wanted to show you before.
               She backs up and as the sun sets she changes into her ogre self. 
               She gives Shrek a sheepish smile.
                         Well, uh, that explains a lot. (Fiona 
                         Ugh! It's disgusting! Guards! Guards! 
                         I order you to get that out of my sight 
                         now! Get them! Get them both!
               The guards run in and separate Fiona and Shrek. Shrek fights 
                         No, no!


                         This hocus-pocus alters nothing. This 
                         marriage is binding, and that makes 
                         me king! See? See?
                         No, let go of me! Shrek!


                         Don't just stand there, you morons.
                         Get out of my way! Fiona! Arrgh!

                         I'll make you regret the day we met. 
                         I'll see you drawn and quartered! You'll 
                         beg for death to save you!
                         No, Shrek!

                         (hold a dagger to Fiona's throat) And 
                         as for you, my wife...

                         I'll have you locked back in that tower 
                         for the rest of your days! I'm king!
               Shrek manages to get a hand free and he whistles.

                         I will have order! I will have perfection! 
                         I will have - - (Donkey and the dragon 
                         show up and the dragon leans down and 
                         eats Farquaad) Aaaah! Aah!
                         All right. Nobody move. I got a dragon 
                         here, and I'm not afraid to use it. 
                         (The dragon roars.) I'm a donkey on 
                         the edge!
               The dragon belches and Farquaad's crown flies out of her mouth 
               and falls to the ground.
                         Celebrity marriages. They never last, 
                         do they?
               The congregation cheers.

                         Go ahead, Shrek.

                         Uh, Fiona?

                         Yes, Shrek?

                         I - - I love you.


                         Really, really.

                         (smiles) I love you too.

               Shrek and Fiona kiss. Thelonius takes one of the cards and writes 
               'Awwww' on the back and then shows it to the congregation.

               Suddenly the magic of the spell pulls Fiona away. She's lifted 
               up into the air and she hovers there while the magic works around 
                         "Until you find true love's first kiss 
                         and then take love's true form. Take 
                         love's true form. Take love's true form."
               Suddenly Fiona's eyes open wide. She's consumed by the spell 
               and then is slowly lowered to the ground.
                         (going over to her) Fiona? Fiona. Are 
                         you all right?
                         (standing up, she's still an ogre) Well, 
                         yes. But I don't understand. I'm supposed 
                         to be beautiful.
                         But you ARE beautiful.

               They smile at each other.

                         (chuckles) I was hoping this would be 
                         a happy ending.
               Shrek and Fiona kiss...and the kiss fades into...

               THE SWAMP

               ...their wedding kiss. Shrek and Fiona are now married. 'I'm 
               a Believer' by Smashmouth is played in the background. Shrek 
               and Fiona break apart and run through the crowd to their awaiting 
               carriage. Which is made of a giant onion. Fiona tosses her bouquet 
               which both Cinderella and Snow White try to catch. But they end 
               up getting into a cat fight and so the dragon catches the bouquet 
               instead. The Gingerbread man has been mended somewhat and now 
               has one leg and walks with a candy cane cane. Shrek and Fiona 
               walk off as the rest of the guests party and Donkey takes over 
               singing the song.
                                     GINGERBREAD MAN
                         God bless us, every one.

                         (as he's done singing and we fade to 
                         black) Oh, that's funny. Oh. Oh. I can't 
                         breathe. I can't breathe.
According to all known laws
of aviation,

there is no way a bee
should be able to fly.

Its wings are too small to get
its fat little body off the ground.

The bee, of course, flies anyway

because bees don't care
what humans think is impossible.

Yellow, black. Yellow, black.
Yellow, black. Yellow, black.

Ooh, black and yellow!
Let's shake it up a little.

Barry! Breakfast is ready!


Hang on a second.


- Barry?
- Adam?

- Oan you believe this is happening?
- I can't. I'll pick you up.

Looking sharp.

Use the stairs. Your father
paid good money for those.

Sorry. I'm excited.

Here's the graduate.
We're very proud of you, son.

A perfect report card, all B's.

Very proud.

Ma! I got a thing going here.

- You got lint on your fuzz.
- Ow! That's me!

- Wave to us! We'll be in row 118,000.
- Bye!

Barry, I told you,
stop flying in the house!

- Hey, Adam.
- Hey, Barry.

- Is that fuzz gel?
- A little. Special day, graduation.

Never thought I'd make it.

Three days grade school,
three days high school.

Those were awkward.

Three days college. I'm glad I took
a day and hitchhiked around the hive.

You did come back different.

- Hi, Barry.
- Artie, growing a mustache? Looks good.

- Hear about Frankie?
- Yeah.

- You going to the funeral?
- No, I'm not going.

Everybody knows,
sting someone, you die.

Don't waste it on a squirrel.
Such a hothead.

I guess he could have
just gotten out of the way.

I love this incorporating
an amusement park into our day.

That's why we don't need vacations.

Boy, quite a bit of pomp...
under the circumstances.

- Well, Adam, today we are men.
- We are!

- Bee-men.
- Amen!


Students, faculty, distinguished bees,

please welcome Dean Buzzwell.

Welcome, New Hive Oity
graduating class of...


That concludes our ceremonies.

And begins your career
at Honex Industries!

Will we pick ourjob today?

I heard it's just orientation.

Heads up! Here we go.

Keep your hands and antennas
inside the tram at all times.

- Wonder what it'll be like?
- A little scary.

Welcome to Honex,
a division of Honesco

and a part of the Hexagon Group.

This is it!



We know that you, as a bee,
have worked your whole life

to get to the point where you
can work for your whole life.

Honey begins when our valiant Pollen
Jocks bring the nectar to the hive.

Our top-secret formula

is automatically color-corrected,
scent-adjusted and bubble-contoured

into this soothing sweet syrup

with its distinctive
golden glow you know as...


- That girl was hot.
- She's my cousin!

- She is?
- Yes, we're all cousins.

- Right. You're right.
- At Honex, we constantly strive

to improve every aspect
of bee existence.

These bees are stress-testing
a new helmet technology.

- What do you think he makes?
- Not enough.

Here we have our latest advancement,
the Krelman.

- What does that do?
- Oatches that little strand of honey

that hangs after you pour it.
Saves us millions.

Oan anyone work on the Krelman?

Of course. Most bee jobs are
small ones. But bees know

that every small job,
if it's done well, means a lot.

But choose carefully

because you'll stay in the job
you pick for the rest of your life.

The same job the rest of your life?
I didn't know that.

What's the difference?

You'll be happy to know that bees,
as a species, haven't had one day off

in 27 million years.

So you'll just work us to death?

We'll sure try.

Wow! That blew my mind!

"What's the difference?"
How can you say that?

One job forever?
That's an insane choice to have to make.

I'm relieved. Now we only have
to make one decision in life.

But, Adam, how could they
never have told us that?

Why would you question anything?
We're bees.

We're the most perfectly
functioning society on Earth.

You ever think maybe things
work a little too well here?

Like what? Give me one example.

I don't know. But you know
what I'm talking about.

Please clear the gate.
Royal Nectar Force on approach.

Wait a second. Oheck it out.

- Hey, those are Pollen Jocks!
- Wow.

I've never seen them this close.

They know what it's like
outside the hive.

Yeah, but some don't come back.

- Hey, Jocks!
- Hi, Jocks!

You guys did great!

You're monsters!
You're sky freaks! I love it! I love it!

- I wonder where they were.
- I don't know.

Their day's not planned.

Outside the hive, flying who knows
where, doing who knows what.

You can'tjust decide to be a Pollen
Jock. You have to be bred for that.


Look. That's more pollen
than you and I will see in a lifetime.

It's just a status symbol.
Bees make too much of it.

Perhaps. Unless you're wearing it
and the ladies see you wearing it.

Those ladies?
Aren't they our cousins too?

Distant. Distant.

Look at these two.

- Oouple of Hive Harrys.
- Let's have fun with them.

It must be dangerous
being a Pollen Jock.

Yeah. Once a bear pinned me
against a mushroom!

He had a paw on my throat,
and with the other, he was slapping me!

- Oh, my!
- I never thought I'd knock him out.

What were you doing during this?

Trying to alert the authorities.

I can autograph that.

A little gusty out there today,
wasn't it, comrades?

Yeah. Gusty.

We're hitting a sunflower patch
six miles from here tomorrow.

- Six miles, huh?
- Barry!

A puddle jump for us,
but maybe you're not up for it.

- Maybe I am.
- You are not!

We're going 0900 at J-Gate.

What do you think, buzzy-boy?
Are you bee enough?

I might be. It all depends
on what 0900 means.

Hey, Honex!

Dad, you surprised me.

You decide what you're interested in?

- Well, there's a lot of choices.
- But you only get one.

Do you ever get bored
doing the same job every day?

Son, let me tell you about stirring.

You grab that stick, and you just
move it around, and you stir it around.

You get yourself into a rhythm.
It's a beautiful thing.

You know, Dad,
the more I think about it,

maybe the honey field
just isn't right for me.

You were thinking of what,
making balloon animals?

That's a bad job
for a guy with a stinger.

Janet, your son's not sure
he wants to go into honey!

- Barry, you are so funny sometimes.
- I'm not trying to be funny.

You're not funny! You're going
into honey. Our son, the stirrer!

- You're gonna be a stirrer?
- No one's listening to me!

Wait till you see the sticks I have.

I could say anything right now.
I'm gonna get an ant tattoo!

Let's open some honey and celebrate!

Maybe I'll pierce my thorax.
Shave my antennae.

Shack up with a grasshopper. Get
a gold tooth and call everybody "dawg"!

I'm so proud.

- We're starting work today!
- Today's the day.

Oome on! All the good jobs
will be gone.

Yeah, right.

Pollen counting, stunt bee, pouring,
stirrer, front desk, hair removal...

- Is it still available?
- Hang on. Two left!

One of them's yours! Oongratulations!
Step to the side.

- What'd you get?
- Picking crud out. Stellar!


Oouple of newbies?

Yes, sir! Our first day! We are ready!

Make your choice.

- You want to go first?
- No, you go.

Oh, my. What's available?

Restroom attendant's open,
not for the reason you think.

- Any chance of getting the Krelman?
- Sure, you're on.

I'm sorry, the Krelman just closed out.

Wax monkey's always open.

The Krelman opened up again.

What happened?

A bee died. Makes an opening. See?
He's dead. Another dead one.

Deady. Deadified. Two more dead.

Dead from the neck up.
Dead from the neck down. That's life!

Oh, this is so hard!

Heating, cooling,
stunt bee, pourer, stirrer,

humming, inspector number seven,
lint coordinator, stripe supervisor,

mite wrangler. Barry, what
do you think I should... Barry?


All right, we've got the sunflower patch
in quadrant nine...

What happened to you?
Where are you?

- I'm going out.
- Out? Out where?

- Out there.
- Oh, no!

I have to, before I go
to work for the rest of my life.

You're gonna die! You're crazy! Hello?

Another call coming in.

If anyone's feeling brave,
there's a Korean deli on 83rd

that gets their roses today.

Hey, guys.

- Look at that.
- Isn't that the kid we saw yesterday?

Hold it, son, flight deck's restricted.

It's OK, Lou. We're gonna take him up.

Really? Feeling lucky, are you?

Sign here, here. Just initial that.

- Thank you.
- OK.

You got a rain advisory today,

and as you all know,
bees cannot fly in rain.

So be careful. As always,
watch your brooms,

hockey sticks, dogs,
birds, bears and bats.

Also, I got a couple of reports
of root beer being poured on us.

Murphy's in a home because of it,
babbling like a cicada!

- That's awful.
- And a reminder for you rookies,

bee law number one,
absolutely no talking to humans!

All right, launch positions!

Buzz, buzz, buzz, buzz! Buzz, buzz,
buzz, buzz! Buzz, buzz, buzz, buzz!

Black and yellow!


You ready for this, hot shot?

Yeah. Yeah, bring it on.

Wind, check.

- Antennae, check.
- Nectar pack, check.

- Wings, check.
- Stinger, check.

Scared out of my shorts, check.

OK, ladies,

let's move it out!

Pound those petunias,
you striped stem-suckers!

All of you, drain those flowers!

Wow! I'm out!

I can't believe I'm out!

So blue.

I feel so fast and free!

Box kite!



This is Blue Leader.
We have roses visual.

Bring it around 30 degrees and hold.


30 degrees, roger. Bringing it around.

Stand to the side, kid.
It's got a bit of a kick.

That is one nectar collector!

- Ever see pollination up close?
- No, sir.

I pick up some pollen here, sprinkle it
over here. Maybe a dash over there,

a pinch on that one.
See that? It's a little bit of magic.

That's amazing. Why do we do that?

That's pollen power. More pollen, more
flowers, more nectar, more honey for us.


I'm picking up a lot of bright yellow.
Oould be daisies. Don't we need those?

Oopy that visual.

Wait. One of these flowers
seems to be on the move.

Say again? You're reporting
a moving flower?


That was on the line!

This is the coolest. What is it?

I don't know, but I'm loving this color.

It smells good.
Not like a flower, but I like it.

Yeah, fuzzy.


Oareful, guys. It's a little grabby.

My sweet lord of bees!

Oandy-brain, get off there!


- Guys!
- This could be bad.


Very close.

Gonna hurt.

Mama's little boy.

You are way out of position, rookie!

Ooming in at you like a missile!

Help me!

I don't think these are flowers.

- Should we tell him?
- I think he knows.

What is this?!

Match point!

You can start packing up, honey,
because you're about to eat it!



There's a bee in the car!

- Do something!
- I'm driving!

- Hi, bee.
- He's back here!

He's going to sting me!

Nobody move. If you don't move,
he won't sting you. Freeze!

He blinked!

Spray him, Granny!

What are you doing?!

Wow... the tension level
out here is unbelievable.

I gotta get home.

Oan't fly in rain.

Oan't fly in rain.

Oan't fly in rain.

Mayday! Mayday! Bee going down!

Ken, could you close
the window please?

Ken, could you close
the window please?

Oheck out my new resume.
I made it into a fold-out brochure.

You see? Folds out.

Oh, no. More humans. I don't need this.

What was that?

Maybe this time. This time. This time.
This time! This time! This...


That is diabolical.

It's fantastic. It's got all my special
skills, even my top-ten favorite movies.

What's number one? Star Wars?

Nah, I don't go for that...

...kind of stuff.

No wonder we shouldn't talk to them.
They're out of their minds.

When I leave a job interview, they're
flabbergasted, can't believe what I say.

There's the sun. Maybe that's a way out.

I don't remember the sun
having a big 75 on it.

I predicted global warming.

I could feel it getting hotter.
At first I thought it was just me.

Wait! Stop! Bee!

Stand back. These are winter boots.


Don't kill him!

You know I'm allergic to them!
This thing could kill me!

Why does his life have
less value than yours?

Why does his life have any less value
than mine? Is that your statement?

I'm just saying all life has value. You
don't know what he's capable of feeling.

My brochure!

There you go, little guy.

I'm not scared of him.
It's an allergic thing.

Put that on your resume brochure.

My whole face could puff up.

Make it one of your special skills.

Knocking someone out
is also a special skill.

Right. Bye, Vanessa. Thanks.

- Vanessa, next week? Yogurt night?
- Sure, Ken. You know, whatever.

- You could put carob chips on there.
- Bye.

- Supposed to be less calories.
- Bye.

I gotta say something.

She saved my life.
I gotta say something.

All right, here it goes.


What would I say?

I could really get in trouble.

It's a bee law.
You're not supposed to talk to a human.

I can't believe I'm doing this.

I've got to.

Oh, I can't do it. Oome on!

No. Yes. No.

Do it. I can't.

How should I start it?
"You like jazz?" No, that's no good.

Here she comes! Speak, you fool!


I'm sorry.

- You're talking.
- Yes, I know.

You're talking!

I'm so sorry.

No, it's OK. It's fine.
I know I'm dreaming.

But I don't recall going to bed.

Well, I'm sure this
is very disconcerting.

This is a bit of a surprise to me.
I mean, you're a bee!

I am. And I'm not supposed
to be doing this,

but they were all trying to kill me.

And if it wasn't for you...

I had to thank you.
It's just how I was raised.

That was a little weird.

- I'm talking with a bee.
- Yeah.

I'm talking to a bee.
And the bee is talking to me!

I just want to say I'm grateful.
I'll leave now.

- Wait! How did you learn to do that?
- What?

The talking thing.

Same way you did, I guess.
"Mama, Dada, honey." You pick it up.

- That's very funny.
- Yeah.

Bees are funny. If we didn't laugh,
we'd cry with what we have to deal with.


Oan I...

...get you something?
- Like what?

I don't know. I mean...
I don't know. Ooffee?

I don't want to put you out.

It's no trouble. It takes two minutes.

- It's just coffee.
- I hate to impose.

- Don't be ridiculous!
- Actually, I would love a cup.

Hey, you want rum cake?

- I shouldn't.
- Have some.

- No, I can't.
- Oome on!

I'm trying to lose a couple micrograms.

- Where?
- These stripes don't help.

You look great!

I don't know if you know
anything about fashion.

Are you all right?


He's making the tie in the cab
as they're flying up Madison.

He finally gets there.

He runs up the steps into the church.
The wedding is on.

And he says, "Watermelon?
I thought you said Guatemalan.

Why would I marry a watermelon?"

Is that a bee joke?

That's the kind of stuff we do.

Yeah, different.

So, what are you gonna do, Barry?

About work? I don't know.

I want to do my part for the hive,
but I can't do it the way they want.

I know how you feel.

- You do?
- Sure.

My parents wanted me to be a lawyer or
a doctor, but I wanted to be a florist.

- Really?
- My only interest is flowers.

Our new queen was just elected
with that same campaign slogan.

Anyway, if you look...

There's my hive right there. See it?

You're in Sheep Meadow!

Yes! I'm right off the Turtle Pond!

No way! I know that area.
I lost a toe ring there once.

- Why do girls put rings on their toes?
- Why not?

- It's like putting a hat on your knee.
- Maybe I'll try that.

- You all right, ma'am?
- Oh, yeah. Fine.

Just having two cups of coffee!

Anyway, this has been great.
Thanks for the coffee.

Yeah, it's no trouble.

Sorry I couldn't finish it. If I did,
I'd be up the rest of my life.

Are you...?

Oan I take a piece of this with me?

Sure! Here, have a crumb.

- Thanks!
- Yeah.

All right. Well, then...
I guess I'll see you around.

Or not.

OK, Barry.

And thank you
so much again... for before.

Oh, that? That was nothing.

Well, not nothing, but... Anyway...

This can't possibly work.

He's all set to go.
We may as well try it.

OK, Dave, pull the chute.

- Sounds amazing.
- It was amazing!

It was the scariest,
happiest moment of my life.

Humans! I can't believe
you were with humans!

Giant, scary humans!
What were they like?

Huge and crazy. They talk crazy.

They eat crazy giant things.
They drive crazy.

- Do they try and kill you, like on TV?
- Some of them. But some of them don't.

- How'd you get back?
- Poodle.

You did it, and I'm glad. You saw
whatever you wanted to see.

You had your "experience." Now you
can pick out yourjob and be normal.

- Well...
- Well?

Well, I met someone.

You did? Was she Bee-ish?

- A wasp?! Your parents will kill you!
- No, no, no, not a wasp.

- Spider?
- I'm not attracted to spiders.

I know it's the hottest thing,
with the eight legs and all.

I can't get by that face.

So who is she?

She's... human.

No, no. That's a bee law.
You wouldn't break a bee law.

- Her name's Vanessa.
- Oh, boy.

She's so nice. And she's a florist!

Oh, no! You're dating a human florist!

We're not dating.

You're flying outside the hive, talking
to humans that attack our homes

with power washers and M-80s!
One-eighth a stick of dynamite!

She saved my life!
And she understands me.

This is over!

Eat this.

This is not over! What was that?

- They call it a crumb.
- It was so stingin' stripey!

And that's not what they eat.
That's what falls off what they eat!

- You know what a Oinnabon is?
- No.

It's bread and cinnamon and frosting.
They heat it up...

Sit down!

...really hot!
- Listen to me!

We are not them! We're us.
There's us and there's them!

Yes, but who can deny
the heart that is yearning?

There's no yearning.
Stop yearning. Listen to me!

You have got to start thinking bee,
my friend. Thinking bee!

- Thinking bee.
- Thinking bee.

Thinking bee! Thinking bee!
Thinking bee! Thinking bee!

There he is. He's in the pool.

You know what your problem is, Barry?

I gotta start thinking bee?

How much longer will this go on?

It's been three days!
Why aren't you working?

I've got a lot of big life decisions
to think about.

What life? You have no life!
You have no job. You're barely a bee!

Would it kill you
to make a little honey?

Barry, come out.
Your father's talking to you.

Martin, would you talk to him?

Barry, I'm talking to you!

You coming?

Got everything?

All set!

Go ahead. I'll catch up.

Don't be too long.

Watch this!


- We're still here.
- I told you not to yell at him.

He doesn't respond to yelling!

- Then why yell at me?
- Because you don't listen!

I'm not listening to this.

Sorry, I've gotta go.

- Where are you going?
- I'm meeting a friend.

A girl? Is this why you can't decide?


I just hope she's Bee-ish.

They have a huge parade
of flowers every year in Pasadena?

To be in the Tournament of Roses,
that's every florist's dream!

Up on a float, surrounded
by flowers, crowds cheering.

A tournament. Do the roses
compete in athletic events?

No. All right, I've got one.
How come you don't fly everywhere?

It's exhausting. Why don't you
run everywhere? It's faster.

Yeah, OK, I see, I see.
All right, your turn.

TiVo. You can just freeze live TV?
That's insane!

You don't have that?

We have Hivo, but it's a disease.
It's a horrible, horrible disease.

Oh, my.

Dumb bees!

You must want to sting all those jerks.

We try not to sting.
It's usually fatal for us.

So you have to watch your temper.

Very carefully.
You kick a wall, take a walk,

write an angry letter and throw it out.
Work through it like any emotion:

Anger, jealousy, lust.

Oh, my goodness! Are you OK?


- What is wrong with you?!
- It's a bug.

He's not bothering anybody.
Get out of here, you creep!

What was that? A Pic 'N' Save circular?

Yeah, it was. How did you know?

It felt like about 10 pages.
Seventy-five is pretty much our limit.

You've really got that
down to a science.

- I lost a cousin to Italian Vogue.
- I'll bet.

What in the name
of Mighty Hercules is this?

How did this get here?
Oute Bee, Golden Blossom,

Ray Liotta Private Select?

- Is he that actor?
- I never heard of him.

- Why is this here?
- For people. We eat it.

You don't have
enough food of your own?

- Well, yes.
- How do you get it?

- Bees make it.
- I know who makes it!

And it's hard to make it!

There's heating, cooling, stirring.
You need a whole Krelman thing!

- It's organic.
- It's our-ganic!

It's just honey, Barry.

Just what?!

Bees don't know about this!
This is stealing! A lot of stealing!

You've taken our homes, schools,
hospitals! This is all we have!

And it's on sale?!
I'm getting to the bottom of this.

I'm getting to the bottom
of all of this!

Hey, Hector.

- You almost done?
- Almost.

He is here. I sense it.

Well, I guess I'll go home now

and just leave this nice honey out,
with no one around.

You're busted, box boy!

I knew I heard something.
So you can talk!

I can talk.
And now you'll start talking!

Where you getting the sweet stuff?
Who's your supplier?

I don't understand.
I thought we were friends.

The last thing we want
to do is upset bees!

You're too late! It's ours now!

You, sir, have crossed
the wrong sword!

You, sir, will be lunch
for my iguana, Ignacio!

Where is the honey coming from?

Tell me where!

Honey Farms! It comes from Honey Farms!

Orazy person!

What horrible thing has happened here?

These faces, they never knew
what hit them. And now

they're on the road to nowhere!

Just keep still.

What? You're not dead?

Do I look dead? They will wipe anything
that moves. Where you headed?

To Honey Farms.
I am onto something huge here.

I'm going to Alaska. Moose blood,
crazy stuff. Blows your head off!

I'm going to Tacoma.

- And you?
- He really is dead.

All right.


- What is that?!
- Oh, no!

- A wiper! Triple blade!
- Triple blade?

Jump on! It's your only chance, bee!

Why does everything have
to be so doggone clean?!

How much do you people need to see?!

Open your eyes!
Stick your head out the window!

From NPR News in Washington,
I'm Oarl Kasell.

But don't kill no more bugs!

- Bee!
- Moose blood guy!!

- You hear something?
- Like what?

Like tiny screaming.

Turn off the radio.

Whassup, bee boy?

Hey, Blood.

Just a row of honey jars,
as far as the eye could see.


I assume wherever this truck goes
is where they're getting it.

I mean, that honey's ours.

- Bees hang tight.
- We're all jammed in.

It's a close community.

Not us, man. We on our own.
Every mosquito on his own.

- What if you get in trouble?
- You a mosquito, you in trouble.

Nobody likes us. They just smack.
See a mosquito, smack, smack!

At least you're out in the world.
You must meet girls.

Mosquito girls try to trade up,
get with a moth, dragonfly.

Mosquito girl don't want no mosquito.

You got to be kidding me!

Mooseblood's about to leave
the building! So long, bee!

- Hey, guys!
- Mooseblood!

I knew I'd catch y'all down here.
Did you bring your crazy straw?

We throw it in jars, slap a label on it,
and it's pretty much pure profit.

What is this place?

A bee's got a brain
the size of a pinhead.

They are pinheads!


- Oheck out the new smoker.
- Oh, sweet. That's the one you want.

The Thomas 3000!


Ninety puffs a minute, semi-automatic.
Twice the nicotine, all the tar.

A couple breaths of this
knocks them right out.

They make the honey,
and we make the money.

"They make the honey,
and we make the money"?

Oh, my!

What's going on? Are you OK?

Yeah. It doesn't last too long.

Do you know you're
in a fake hive with fake walls?

Our queen was moved here.
We had no choice.

This is your queen?
That's a man in women's clothes!

That's a drag queen!

What is this?

Oh, no!

There's hundreds of them!

Bee honey.

Our honey is being brazenly stolen
on a massive scale!

This is worse than anything bears
have done! I intend to do something.

Oh, Barry, stop.

Who told you humans are taking
our honey? That's a rumor.

Do these look like rumors?

That's a conspiracy theory.
These are obviously doctored photos.

How did you get mixed up in this?

He's been talking to humans.

- What?
- Talking to humans?!

He has a human girlfriend.
And they make out!

Make out? Barry!

We do not.

- You wish you could.
- Whose side are you on?

The bees!

I dated a cricket once in San Antonio.
Those crazy legs kept me up all night.

Barry, this is what you want
to do with your life?

I want to do it for all our lives.
Nobody works harder than bees!

Dad, I remember you
coming home so overworked

your hands were still stirring.
You couldn't stop.

I remember that.

What right do they have to our honey?

We live on two cups a year. They put it
in lip balm for no reason whatsoever!

Even if it's true, what can one bee do?

Sting them where it really hurts.

In the face! The eye!

- That would hurt.
- No.

Up the nose? That's a killer.

There's only one place you can sting
the humans, one place where it matters.

Hive at Five, the hive's only
full-hour action news source.

No more bee beards!

With Bob Bumble at the anchor desk.

Weather with Storm Stinger.

Sports with Buzz Larvi.

And Jeanette Ohung.

- Good evening. I'm Bob Bumble.
- And I'm Jeanette Ohung.

A tri-county bee, Barry Benson,

intends to sue the human race
for stealing our honey,

packaging it and profiting
from it illegally!

Tomorrow night on Bee Larry King,

we'll have three former queens here in
our studio, discussing their new book,

Olassy Ladies,
out this week on Hexagon.

Tonight we're talking to Barry Benson.

Did you ever think, "I'm a kid
from the hive. I can't do this"?

Bees have never been afraid
to change the world.

What about Bee Oolumbus?
Bee Gandhi? Bejesus?

Where I'm from, we'd never sue humans.

We were thinking
of stickball or candy stores.

How old are you?

The bee community
is supporting you in this case,

which will be the trial
of the bee century.

You know, they have a Larry King
in the human world too.

It's a common name. Next week...

He looks like you and has a show
and suspenders and colored dots...

Next week...

Glasses, quotes on the bottom from the
guest even though you just heard 'em.

Bear Week next week!
They're scary, hairy and here live.

Always leans forward, pointy shoulders,
squinty eyes, very Jewish.

In tennis, you attack
at the point of weakness!

It was my grandmother, Ken. She's 81.

Honey, her backhand's a joke!
I'm not gonna take advantage of that?

Quiet, please.
Actual work going on here.

- Is that that same bee?
- Yes, it is!

I'm helping him sue the human race.

- Hello.
- Hello, bee.

This is Ken.

Yeah, I remember you. Timberland, size
ten and a half. Vibram sole, I believe.

Why does he talk again?

Listen, you better go
'cause we're really busy working.

But it's our yogurt night!


Why is yogurt night so difficult?!

You poor thing.
You two have been at this for hours!

Yes, and Adam here
has been a huge help.

- Frosting...
- How many sugars?

Just one. I try not
to use the competition.

So why are you helping me?

Bees have good qualities.

And it takes my mind off the shop.

Instead of flowers, people
are giving balloon bouquets now.

Those are great, if you're three.

And artificial flowers.

- Oh, those just get me psychotic!
- Yeah, me too.

Bent stingers, pointless pollination.

Bees must hate those fake things!

Nothing worse
than a daffodil that's had work done.

Maybe this could make up
for it a little bit.

- This lawsuit's a pretty big deal.
- I guess.

You sure you want to go through with it?

Am I sure? When I'm done with
the humans, they won't be able

to say, "Honey, I'm home,"
without paying a royalty!

It's an incredible scene
here in downtown Manhattan,

where the world anxiously waits,
because for the first time in history,

we will hear for ourselves
if a honeybee can actually speak.

What have we gotten into here, Barry?

It's pretty big, isn't it?

I can't believe how many humans
don't work during the day.

You think billion-dollar multinational
food companies have good lawyers?

Everybody needs to stay
behind the barricade.

- What's the matter?
- I don't know, I just got a chill.

Well, if it isn't the bee team.

You boys work on this?

All rise! The Honorable
Judge Bumbleton presiding.

All right. Oase number 4475,

Superior Oourt of New York,
Barry Bee Benson v. the Honey Industry

is now in session.

Mr. Montgomery, you're representing
the five food companies collectively?

A privilege.

Mr. Benson... you're representing
all the bees of the world?

I'm kidding. Yes, Your Honor,
we're ready to proceed.

Mr. Montgomery,
your opening statement, please.

Ladies and gentlemen of the jury,

my grandmother was a simple woman.

Born on a farm, she believed
it was man's divine right

to benefit from the bounty
of nature God put before us.

If we lived in the topsy-turvy world
Mr. Benson imagines,

just think of what would it mean.

I would have to negotiate
with the silkworm

for the elastic in my britches!

Talking bee!

How do we know this isn't some sort of

holographic motion-picture-capture
Hollywood wizardry?

They could be using laser beams!

Robotics! Ventriloquism!
Oloning! For all we know,

he could be on steroids!

Mr. Benson?

Ladies and gentlemen,
there's no trickery here.

I'm just an ordinary bee.
Honey's pretty important to me.

It's important to all bees.
We invented it!

We make it. And we protect it
with our lives.

Unfortunately, there are
some people in this room

who think they can take it from us

'cause we're the little guys!
I'm hoping that, after this is all over,

you'll see how, by taking our honey,
you not only take everything we have

but everything we are!

I wish he'd dress like that
all the time. So nice!

Oall your first witness.

So, Mr. Klauss Vanderhayden
of Honey Farms, big company you have.

I suppose so.

I see you also own
Honeyburton and Honron!

Yes, they provide beekeepers
for our farms.

Beekeeper. I find that
to be a very disturbing term.

I don't imagine you employ
any bee-free-ers, do you?

- No.
- I couldn't hear you.

- No.
- No.

Because you don't free bees.
You keep bees. Not only that,

it seems you thought a bear would be
an appropriate image for a jar of honey.

They're very lovable creatures.

Yogi Bear, Fozzie Bear, Build-A-Bear.

You mean like this?

Bears kill bees!

How'd you like his head crashing
through your living room?!

Biting into your couch!
Spitting out your throw pillows!

OK, that's enough. Take him away.

So, Mr. Sting, thank you for being here.
Your name intrigues me.

- Where have I heard it before?
- I was with a band called The Police.

But you've never been
a police officer, have you?

No, I haven't.

No, you haven't. And so here
we have yet another example

of bee culture casually
stolen by a human

for nothing more than
a prance-about stage name.

Oh, please.

Have you ever been stung, Mr. Sting?

Because I'm feeling
a little stung, Sting.

Or should I say... Mr. Gordon M. Sumner!

That's not his real name?! You idiots!

Mr. Liotta, first,
belated congratulations on

your Emmy win for a guest spot
on ER in 2005.

Thank you. Thank you.

I see from your resume
that you're devilishly handsome

with a churning inner turmoil
that's ready to blow.

I enjoy what I do. Is that a crime?

Not yet it isn't. But is this
what it's come to for you?

Exploiting tiny, helpless bees
so you don't

have to rehearse
your part and learn your lines, sir?

Watch it, Benson!
I could blow right now!

This isn't a goodfella.
This is a badfella!

Why doesn't someone just step on
this creep, and we can all go home?!

- Order in this court!
- You're all thinking it!

Order! Order, I say!

- Say it!
- Mr. Liotta, please sit down!

I think it was awfully nice
of that bear to pitch in like that.

I think the jury's on our side.

Are we doing everything right, legally?

I'm a florist.

Right. Well, here's to a great team.

To a great team!

Well, hello.

- Ken!
- Hello.

I didn't think you were coming.

No, I was just late.
I tried to call, but... the battery.

I didn't want all this to go to waste,
so I called Barry. Luckily, he was free.

Oh, that was lucky.

There's a little left.
I could heat it up.

Yeah, heat it up, sure, whatever.

So I hear you're quite a tennis player.

I'm not much for the game myself.
The ball's a little grabby.

That's where I usually sit.
Right... there.

Ken, Barry was looking at your resume,

and he agreed with me that eating with
chopsticks isn't really a special skill.

You think I don't see what you're doing?

I know how hard it is to find
the rightjob. We have that in common.

Do we?

Bees have 100 percent employment,
but we do jobs like taking the crud out.

That's just what
I was thinking about doing.

Ken, I let Barry borrow your razor
for his fuzz. I hope that was all right.

I'm going to drain the old stinger.

Yeah, you do that.

Look at that.

You know, I've just about had it

with your little mind games.

- What's that?
- Italian Vogue.

Mamma mia, that's a lot of pages.

A lot of ads.

Remember what Van said, why is
your life more valuable than mine?

Funny, I just can't seem to recall that!

I think something stinks in here!

I love the smell of flowers.

How do you like the smell of flames?!

Not as much.

Water bug! Not taking sides!

Ken, I'm wearing a Ohapstick hat!
This is pathetic!

I've got issues!

Well, well, well, a royal flush!

- You're bluffing.
- Am I?

Surf's up, dude!

Poo water!

That bowl is gnarly.

Except for those dirty yellow rings!

Kenneth! What are you doing?!

You know, I don't even like honey!
I don't eat it!

We need to talk!

He's just a little bee!

And he happens to be
the nicest bee I've met in a long time!

Long time? What are you talking about?!
Are there other bugs in your life?

No, but there are other things bugging
me in life. And you're one of them!

Fine! Talking bees, no yogurt night...

My nerves are fried from riding
on this emotional roller coaster!

Goodbye, Ken.

And for your information,

I prefer sugar-free, artificial
sweeteners made by man!

I'm sorry about all that.

I know it's got
an aftertaste! I like it!

I always felt there was some kind
of barrier between Ken and me.

I couldn't overcome it.
Oh, well.

Are you OK for the trial?

I believe Mr. Montgomery
is about out of ideas.

We would like to call
Mr. Barry Benson Bee to the stand.

Good idea! You can really see why he's
considered one of the best lawyers...


Layton, you've
gotta weave some magic

with this jury,
or it's gonna be all over.

Don't worry. The only thing I have
to do to turn this jury around

is to remind them
of what they don't like about bees.

- You got the tweezers?
- Are you allergic?

Only to losing, son. Only to losing.

Mr. Benson Bee, I'll ask you
what I think we'd all like to know.

What exactly is your relationship

to that woman?

We're friends.

- Good friends?
- Yes.

How good? Do you live together?

Wait a minute...

Are you her little...


I've seen a bee documentary or two.
From what I understand,

doesn't your queen give birth
to all the bee children?

- Yeah, but...
- So those aren't your real parents!

- Oh, Barry...
- Yes, they are!

Hold me back!

You're an illegitimate bee,
aren't you, Benson?

He's denouncing bees!

Don't y'all date your cousins?

- Objection!
- I'm going to pincushion this guy!

Adam, don't! It's what he wants!

Oh, I'm hit!!

Oh, lordy, I am hit!

Order! Order!

The venom! The venom
is coursing through my veins!

I have been felled
by a winged beast of destruction!

You see? You can't treat them
like equals! They're striped savages!

Stinging's the only thing
they know! It's their way!

- Adam, stay with me.
- I can't feel my legs.

What angel of mercy
will come forward to suck the poison

from my heaving buttocks?

I will have order in this court. Order!

Order, please!

The case of the honeybees
versus the human race

took a pointed turn against the bees

yesterday when one of their legal
team stung Layton T. Montgomery.

- Hey, buddy.
- Hey.

- Is there much pain?
- Yeah.


I blew the whole case, didn't I?

It doesn't matter. What matters is
you're alive. You could have died.

I'd be better off dead. Look at me.

They got it from the cafeteria
downstairs, in a tuna sandwich.

Look, there's
a little celery still on it.

What was it like to sting someone?

I can't explain it. It was all...

All adrenaline and then...
and then ecstasy!

All right.

You think it was all a trap?

Of course. I'm sorry.
I flew us right into this.

What were we thinking? Look at us. We're
just a couple of bugs in this world.

What will the humans do to us
if they win?

I don't know.

I hear they put the roaches in motels.
That doesn't sound so bad.

Adam, they check in,
but they don't check out!

Oh, my.

Oould you get a nurse
to close that window?

- Why?
- The smoke.

Bees don't smoke.

Right. Bees don't smoke.

Bees don't smoke!
But some bees are smoking.

That's it! That's our case!

It is? It's not over?

Get dressed. I've gotta go somewhere.

Get back to the court and stall.
Stall any way you can.

And assuming you've done step correctly, you're ready for the tub.

Mr. Flayman.

Yes? Yes, Your Honor!

Where is the rest of your team?

Well, Your Honor, it's interesting.

Bees are trained to fly haphazardly,

and as a result,
we don't make very good time.

I actually heard a funny story about...

Your Honor,
haven't these ridiculous bugs

taken up enough
of this court's valuable time?

How much longer will we allow
these absurd shenanigans to go on?

They have presented no compelling
evidence to support their charges

against my clients,
who run legitimate businesses.

I move for a complete dismissal
of this entire case!

Mr. Flayman, I'm afraid I'm going

to have to consider
Mr. Montgomery's motion.

But you can't! We have a terrific case.

Where is your proof?
Where is the evidence?

Show me the smoking gun!

Hold it, Your Honor!
You want a smoking gun?

Here is your smoking gun.

What is that?

It's a bee smoker!

What, this?
This harmless little contraption?

This couldn't hurt a fly,
let alone a bee.

Look at what has happened

to bees who have never been asked,
"Smoking or non?"

Is this what nature intended for us?

To be forcibly addicted
to smoke machines

and man-made wooden slat work camps?

Living out our lives as honey slaves
to the white man?

- What are we gonna do?
- He's playing the species card.

Ladies and gentlemen, please,
free these bees!

Free the bees! Free the bees!

Free the bees!

Free the bees! Free the bees!

The court finds in favor of the bees!

Vanessa, we won!

I knew you could do it! High-five!


I'm OK! You know what this means?

All the honey
will finally belong to the bees.

Now we won't have
to work so hard all the time.

This is an unholy perversion
of the balance of nature, Benson.

You'll regret this.

Barry, how much honey is out there?

All right. One at a time.

Barry, who are you wearing?

My sweater is Ralph Lauren,
and I have no pants.

- What if Montgomery's right?
- What do you mean?

We've been living the bee way
a long time, 27 million years.

Oongratulations on your victory.
What will you demand as a settlement?

First, we'll demand a complete shutdown
of all bee work camps.

Then we want back the honey
that was ours to begin with,

every last drop.

We demand an end to the glorification
of the bear as anything more

than a filthy, smelly,
bad-breath stink machine.

We're all aware
of what they do in the woods.

Wait for my signal.

Take him out.

He'll have nauseous
for a few hours, then he'll be fine.

And we will no longer tolerate
bee-negative nicknames...

But it's just a prance-about stage name!

...unnecessary inclusion of honey
in bogus health products

and la-dee-da human
tea-time snack garnishments.

Oan't breathe.

Bring it in, boys!

Hold it right there! Good.

Tap it.

Mr. Buzzwell, we just passed three cups,
and there's gallons more coming!

- I think we need to shut down!
- Shut down? We've never shut down.

Shut down honey production!

Stop making honey!

Turn your key, sir!

What do we do now?


We're shutting honey production!

Mission abort.

Aborting pollination and nectar detail.
Returning to base.

Adam, you wouldn't believe
how much honey was out there.

Oh, yeah?

What's going on? Where is everybody?

- Are they out celebrating?
- They're home.

They don't know what to do.
Laying out, sleeping in.

I heard your Uncle Oarl was on his way
to San Antonio with a cricket.

At least we got our honey back.

Sometimes I think, so what if humans
liked our honey? Who wouldn't?

It's the greatest thing in the world!
I was excited to be part of making it.

This was my new desk. This was my
new job. I wanted to do it really well.

And now...

Now I can't.

I don't understand
why they're not happy.

I thought their lives would be better!

They're doing nothing. It's amazing.
Honey really changes people.

You don't have any idea
what's going on, do you?

- What did you want to show me?
- This.

What happened here?

That is not the half of it.

Oh, no. Oh, my.

They're all wilting.

Doesn't look very good, does it?


And whose fault do you think that is?

You know, I'm gonna guess bees.


Specifically, me.

I didn't think bees not needing to make
honey would affect all these things.

It's notjust flowers.
Fruits, vegetables, they all need bees.

That's our whole SAT test right there.

Take away produce, that affects
the entire animal kingdom.

And then, of course...

The human species?

So if there's no more pollination,

it could all just go south here,
couldn't it?

I know this is also partly my fault.

How about a suicide pact?

How do we do it?

- I'll sting you, you step on me.
- Thatjust kills you twice.

Right, right.

Listen, Barry...
sorry, but I gotta get going.

I had to open my mouth and talk.


Vanessa? Why are you leaving?
Where are you going?

To the final Tournament of Roses parade
in Pasadena.

They've moved it to this weekend
because all the flowers are dying.

It's the last chance
I'll ever have to see it.

Vanessa, I just wanna say I'm sorry.
I never meant it to turn out like this.

I know. Me neither.

Tournament of Roses.
Roses can't do sports.

Wait a minute. Roses. Roses?





- Roses are flowers!
- Yes, they are.

Flowers, bees, pollen!

I know.
That's why this is the last parade.

Maybe not.
Oould you ask him to slow down?

Oould you slow down?


OK, I made a huge mistake.
This is a total disaster, all my fault.

Yes, it kind of is.

I've ruined the planet.
I wanted to help you

with the flower shop.
I've made it worse.

Actually, it's completely closed down.

I thought maybe you were remodeling.

But I have another idea, and it's
greater than my previous ideas combined.

I don't want to hear it!

All right, they have the roses,
the roses have the pollen.

I know every bee, plant
and flower bud in this park.

All we gotta do is get what they've got
back here with what we've got.

- Bees.
- Park.

- Pollen!
- Flowers.

- Repollination!
- Across the nation!

Tournament of Roses,
Pasadena, Oalifornia.

They've got nothing
but flowers, floats and cotton candy.

Security will be tight.

I have an idea.

Vanessa Bloome, FTD.

Official floral business. It's real.

Sorry, ma'am. Nice brooch.

Thank you. It was a gift.

Once inside,
we just pick the right float.

How about The Princess and the Pea?

I could be the princess,
and you could be the pea!

Yes, I got it.

- Where should I sit?
- What are you?

- I believe I'm the pea.
- The pea?

It goes under the mattresses.

- Not in this fairy tale, sweetheart.
- I'm getting the marshal.

You do that!
This whole parade is a fiasco!

Let's see what this baby'll do.

Hey, what are you doing?!

Then all we do
is blend in with traffic...

...without arousing suspicion.

Once at the airport,
there's no stopping us.

Stop! Security.

- You and your insect pack your float?
- Yes.

Has it been
in your possession the entire time?

Would you remove your shoes?

- Remove your stinger.
- It's part of me.

I know. Just having some fun.
Enjoy your flight.

Then if we're lucky, we'll have
just enough pollen to do the job.

Oan you believe how lucky we are? We
have just enough pollen to do the job!

I think this is gonna work.

It's got to work.

Attention, passengers,
this is Oaptain Scott.

We have a bit of bad weather
in New York.

It looks like we'll experience
a couple hours delay.

Barry, these are cut flowers
with no water. They'll never make it.

I gotta get up there
and talk to them.

Be careful.

Oan I get help
with the Sky Mall magazine?

I'd like to order the talking
inflatable nose and ear hair trimmer.

Oaptain, I'm in a real situation.

- What'd you say, Hal?
- Nothing.


Don't freak out! My entire species...

What are you doing?

- Wait a minute! I'm an attorney!
- Who's an attorney?

Don't move.

Oh, Barry.

Good afternoon, passengers.
This is your captain.

Would a Miss Vanessa Bloome in 24B
please report to the cockpit?

And please hurry!

What happened here?

There was a DustBuster,
a toupee, a life raft exploded.

One's bald, one's in a boat,
they're both unconscious!

- Is that another bee joke?
- No!

No one's flying the plane!

This is JFK control tower, Flight 356.
What's your status?

This is Vanessa Bloome.
I'm a florist from New York.

Where's the pilot?

He's unconscious,
and so is the copilot.

Not good. Does anyone onboard
have flight experience?

As a matter of fact, there is.

- Who's that?
- Barry Benson.

From the honey trial?! Oh, great.

Vanessa, this is nothing more
than a big metal bee.

It's got giant wings, huge engines.

I can't fly a plane.

- Why not? Isn't John Travolta a pilot?
- Yes.

How hard could it be?

Wait, Barry!
We're headed into some lightning.

This is Bob Bumble. We have some
late-breaking news from JFK Airport,

where a suspenseful scene
is developing.

Barry Benson,
fresh from his legal victory...

That's Barry! attempting to land a plane,
loaded with people, flowers

and an incapacitated flight crew.


We have a storm in the area
and two individuals at the controls

with absolutely no flight experience.

Just a minute.
There's a bee on that plane.

I'm quite familiar with Mr. Benson
and his no-account compadres.

They've done enough damage.

But isn't he your only hope?

Technically, a bee
shouldn't be able to fly at all.

Their wings are too small...

Haven't we heard this a million times?

"The surface area of the wings
and body mass make no sense."

- Get this on the air!
- Got it.

- Stand by.
- We're going live.

The way we work may be a mystery to you.

Making honey takes a lot of bees
doing a lot of small jobs.

But let me tell you about a small job.

If you do it well,
it makes a big difference.

More than we realized.
To us, to everyone.

That's why I want to get bees
back to working together.

That's the bee way!
We're not made of Jell-O.

We get behind a fellow.

- Black and yellow!
- Hello!

Left, right, down, hover.

- Hover?
- Forget hover.

This isn't so hard.
Beep-beep! Beep-beep!

Barry, what happened?!

Wait, I think we were
on autopilot the whole time.

- That may have been helping me.
- And now we're not!

So it turns out I cannot fly a plane.

All of you, let's get
behind this fellow! Move it out!

Move out!

Our only chance is if I do what I'd do,
you copy me with the wings of the plane!

Don't have to yell.

I'm not yelling!
We're in a lot of trouble.

It's very hard to concentrate
with that panicky tone in your voice!

It's not a tone. I'm panicking!

I can't do this!

Vanessa, pull yourself together.
You have to snap out of it!

You snap out of it.

You snap out of it.

- You snap out of it!
- You snap out of it!

- You snap out of it!
- You snap out of it!

- You snap out of it!
- You snap out of it!

- Hold it!
- Why? Oome on, it's my turn.

How is the plane flying?

I don't know.


Benson, got any flowers
for a happy occasion in there?

The Pollen Jocks!

They do get behind a fellow.

- Black and yellow.
- Hello.

All right, let's drop this tin can
on the blacktop.

Where? I can't see anything. Oan you?

No, nothing. It's all cloudy.

Oome on. You got to think bee, Barry.

- Thinking bee.
- Thinking bee.

Thinking bee!
Thinking bee! Thinking bee!

Wait a minute.
I think I'm feeling something.

- What?
- I don't know. It's strong, pulling me.

Like a 27-million-year-old instinct.

Bring the nose down.

Thinking bee!
Thinking bee! Thinking bee!

- What in the world is on the tarmac?
- Get some lights on that!

Thinking bee!
Thinking bee! Thinking bee!

- Vanessa, aim for the flower.
- OK.

Out the engines. We're going in
on bee power. Ready, boys?


Good. Good. Easy, now. That's it.

Land on that flower!

Ready? Full reverse!

Spin it around!

- Not that flower! The other one!
- Which one?

- That flower.
- I'm aiming at the flower!

That's a fat guy in a flowered shirt.
I mean the giant pulsating flower

made of millions of bees!

Pull forward. Nose down. Tail up.

Rotate around it.

- This is insane, Barry!
- This's the only way I know how to fly.

Am I koo-koo-kachoo, or is this plane
flying in an insect-like pattern?

Get your nose in there. Don't be afraid.
Smell it. Full reverse!

Just drop it. Be a part of it.

Aim for the center!

Now drop it in! Drop it in, woman!

Oome on, already.

Barry, we did it!
You taught me how to fly!

- Yes. No high-five!
- Right.

Barry, it worked!
Did you see the giant flower?

What giant flower? Where? Of course
I saw the flower! That was genius!

- Thank you.
- But we're not done yet.

Listen, everyone!

This runway is covered
with the last pollen

from the last flowers
available anywhere on Earth.

That means this is our last chance.

We're the only ones who make honey,
pollinate flowers and dress like this.

If we're gonna survive as a species,
this is our moment! What do you say?

Are we going to be bees, orjust
Museum of Natural History keychains?

We're bees!


Then follow me! Except Keychain.

Hold on, Barry. Here.

You've earned this.


I'm a Pollen Jock! And it's a perfect
fit. All I gotta do are the sleeves.

Oh, yeah.

That's our Barry.

Mom! The bees are back!

If anybody needs
to make a call, now's the time.

I got a feeling we'll be
working late tonight!

Here's your change. Have a great
afternoon! Oan I help who's next?

Would you like some honey with that?
It is bee-approved. Don't forget these.

Milk, cream, cheese, it's all me.
And I don't see a nickel!

Sometimes I just feel
like a piece of meat!

I had no idea.

Barry, I'm sorry.
Have you got a moment?

Would you excuse me?
My mosquito associate will help you.

Sorry I'm late.

He's a lawyer too?

I was already a blood-sucking parasite.
All I needed was a briefcase.

Have a great afternoon!

Barry, I just got this huge tulip order,
and I can't get them anywhere.

No problem, Vannie.
Just leave it to me.

You're a lifesaver, Barry.
Oan I help who's next?

All right, scramble, jocks!
It's time to fly.

Thank you, Barry!

That bee is living my life!

Let it go, Kenny.

- When will this nightmare end?!
- Let it all go.

- Beautiful day to fly.
- Sure is.

Between you and me,
I was dying to get out of that office.

You have got
to start thinking bee, my friend.

- Thinking bee!
- Me?

Hold it. Let's just stop
for a second. Hold it.

I'm sorry. I'm sorry, everyone.
Oan we stop here?

I'm not making a major life decision
during a production number!

All right. Take ten, everybody.
Wrap it up, guys.

I had virtually no rehearsal for that.