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Shrek 2: Kingdom of Far Far Away is a 2004 American direct-to-video computer-animated comedy film directed by Andrew Adamson, Kelly Asbury and Conrad Vernon. It is the sequel to the 2001 film Shrek. The film stars Mike Myers, Eddie Murphy and Cameron Diaz, who reprise their respective voice roles of Shrek, Donkey, and Fiona. They are joined by new characters voiced by Antonio Banderas, Johnny Deep, Helena Bonham Carter, Julie Andrews, John Cleese, Rupert Everett, and Jennifer Saunders. Shrek 2 takes place following the events of the first film, with Shrek and Donkey meeting Fiona's parents as her zealous Fairy Godmother, who wants Fiona to marry her son Prince Charming, plots to destroy Shrek and Fiona's marriage. Shrek and Donkey team up with a trio of swashbuckling rabbits to foil her plans.

Development began in 2001, and following disagreements with producers, the screenwriters from the first film were replaced with Adamson. The story was inspired by Guess Who's Coming to Dinner (1967), and new animation tools were utilized to improve the visual appearance of each character. The lead actors also received a significant bump in salary to $10 million, which at the time was among the highest contracts in their respective careers. It was originally supposed to be an theatrical film, but Adamson decided to release it direct-to-video rather than spending money on marketing a wide release for make way to the then-upcoming Puss in Boots.

Shrek 2 was released on VHS and DVD on November 5, 2004 by DreamWorks Home Entertainment. Estimated to cost $150 million to produce, it was DreamWorks Pictures' top selling animated sequel that year, grossing approximately $919.8 million in direct-to-video sales, but receiving mixed reviews from critics with praise for its animation, musical score and vocal performances, but criticism for TBD, alhough was well-recieved by the original film's fans.


After Shrek and Princess Fiona return from their honeymoon, they are invited to a royal ball by Fiona's parents to celebrate their marriage. Shrek is reluctant to participate in, reasoning that he is worried about how Fiona's parents would react to her new look. Donkey appears, wanting to move in with them after a fall-out with Dragon, much to their consternation. They all travel to the kingdom of Far Far Away and meet Fiona's parents, King Harold and Queen Lillian, the former of which is repulsed by Shrek being an ogre.

At a shared meal, Shrek and Harold get into a heated argument over how Shrek and Fiona will raise their family, and Fiona, disgusted by Shrek and Harold's behavior, locks herself away in her room that evening. Shrek worries that he has lost his true love, particularly after finding her childhood diary and reading that she was once infatuated with Prince Charming. When Fiona realizes that Shrek left she asks her father for help but he replies that he always wanted the best for her and that she should better think about what is the best for her, too. As everyone goes their separate ways, Harold is accosted by the Fairy Godmother and her son Charming. The two retell the Prince's adventures and how he overcame many obstacles and climbed a high tower in order to rescue her but in vain. They reprimand Harold for breaking an old promise that Charming would be able to marry Fiona, and demand that he find a way to get rid of Shrek. Harold arranges for Shrek and Donkey to join him on a fictitious hunting trip, which really is a trap to lure the two into the hands of a trio of assassin pirate rabbits, Roger, Billiam and Margaret.

However, Roger, Billiam and Margaret are unable to defeat Shrek and, revealing that they were paid by Harold, ask to come along as a way to make amends. The five sneak into the Fairy Godmother's potion factory and steal a "Happily Ever After" potion that Shrek believes will restore Fiona's love for him. Shrek and Donkey both drink the potion and fall into a deep sleep, awakening the next morning to discover its effects: Shrek is now a handsome human while Donkey has turned into a stallion. In order to make the change permanent, Shrek must kiss Fiona by midnight. He, Donkey, and the rabbits return to the castle to discover that the potion has also transformed Fiona back into her former, human self. However, the Fairy Godmother, having learned of the potion's theft, intercepts Shrek and sends Charming to pose as him and win her love. At the Fairy Godmother's urging, Shrek leaves the castle, believing that the best way to make Fiona happy is to let her go.

After seeing that Fiona isn't falling in love with Prince Charming, Harold decides to tell the Fairy Godmother and Charming they should call off the plan. They refuse and decide to that they will not be concerned with her feelings. To ensure Fiona falls in love with Charming, the Fairy Godmother gives Harold a love potion to put into Fiona's tea. But Harold replies that it is not possible to make his daughter fall in love in this way as he doesn't want to violate his daughter's free will. This exchange is overheard by Shrek, Donkey, and the rabbits, who are soon arrested by the royal guards and thrown into a dungeon. While the royal ball begins, several of Shrek's friends band together to free him, Donkey and the rabbits and create a gigantic gingerbread man, which breaks through the castle's defenses so Shrek can stop Charming from kissing Fiona. He is too late to stop them; instead of falling in love with Charming, though, Fiona knocks him out with a headbutt. Harold reveals that he never gave Fiona the love potion after seeing how much she hates Prince Charming, whereupon the Fairy Godmother attacks Shrek.

In the ensuing melee, a spell from her wand, presumably to kill Shrek, rebounds off Harold's armor, when he commits self-sacrifice to save Shrek and disintegrates her; it also returns Harold to his true form, a talking frog. He had used the Happily Ever After potion years ago in order to marry Lillian, but she tells him that she loves him regardless of his appearance. As the clock strikes midnight, Shrek and Fiona let the potion's effects wear off and they revert to their ogre selves, while Donkey changes back as well. Harold gives his blessing to the marriage and apologizes for his earlier behavior. The film ends as Shrek retires with Fiona to their swamp a few months later, becoming the parents of ogre triplets.

In an mid-credits scene, the rabbits take Donkey to drink at the bar with them, which the Dragon, who had romanced Donkey in the first movie, arrives and reveals that they now have several dragon-donkey hybrid, or "dronkeys", babies.


  • Mike Myers as Shrek
  • Eddie Murphy as Donkey
  • Cameron Diaz as Princess Fiona
  • Antonio Banderas as Roger the Pirate Rabbit (the leader with a pet parrot)
  • Johnny Deep as Billiam the Pirate Rabbit (the comic relief one with a hook)
  • Helena Bonham Carter as Margaret the Pirate Rabbit (the female one)
  • John Cleese as King Harold
  • Julie Andrews as Queen Lillian
  • Rupert Everett as Prince Charming
  • Jennifer Saunders as Fairy Godmother
  • Joan Rivers as Red Carpet Announcer
    • Kate Thornton (UK version) as Red Carpet Announcer
  • Larry King as Doris the Cross-dressing Bartender
    • Jonathan Ross (UK version) as Doris the Cross-dressing Bartender
  • Aron Warner as Big Bad Wolf
  • Cody Cameron as Pinocchio; The Three Little Pigs
  • Christopher Knights and Simon J. Smith as Three Blind Mice
  • Conrad Vernon as Muffin Man; Mongo; Cedric; Announcer
  • Chris Miller as Magic Mirror
  • Mark Moseley as Dresser
  • Kelly Cooney as Fast Food Clerk
  • Kelly Asbury as Page; Elf; Nobleman; Nobleman's son
  • Andrew Adamson as Captain of the Guard


In 2001, soon after the original Shrek proved to be a hit, Mike Myers, Eddie Murphy and Cameron Diaz negotiated an upfront payment of $10 million each for voicing a sequel to the film. That was significant rise from the $350,000 salary they were paid for the first film. According to Jeffrey Katzenberg, a co-owner of DreamWorks, who led the negotiations, the payments were probably the highest in the actors' entire careers. Each of the actors were expected to work between 15 and 18 hours in total. The film was produced with a US$70 million budget.

The screenwriters for the first film, Ted Elliott and Terry Rossio, insisted the film to be a traditional fairytale, but after disagreements with the producers, they left the project and were replaced by director Andrew Adamson. His writing of the film was inspired from Guess Who's Coming to Dinner, with the help of the co-directors for the film, who had spent most of the film's production in Northern California while Adamson spent most of the time with the voice actors in Glendale, California.

DreamWorks began production in 2001, which was actually before the first film was even completed. DreamWorks made sure there was something new to see in Shrek 2 by putting more human characters in the film than there were in its predecessor and improving their appearance, with the use of a few systems that dealt with hair and fur to improve its appearance and movement. The set up for all the characters was done in the first three years of production.

In an early version of Shrek 2, Shrek abdicated the throne, and called for a fairy tale election. Pinocchio's campaign was the "honesty" campaign, while Gingy the Gingerbread Man's was a "smear" campaign. Director Andrew Adamson said it was overtly satiric and political, with many funny ideas, but "it was more intellectual than emotional".

During early production, the team at DreamWorks Animation originally pitched to include Puss in Boots as an new character in the film, until Jeffrey Katzenberg suggested to spin Puss in Boots character to star in a stand-alone film TBD. He was then replaced with the three pirate rabbits.

According to production designer Guillaume Aretos, Shrek 2: Kingdom of Far Far Away appeared to be a lot darker than the original film; "There are a lot of medieval paintings and illustrations that we used quite a bit also. Other than that there are my own influences, which are classical paintings from the 15th and 16th centuries, but those are not as direct. In fact, nothing was absolutely direct. The design of Shrek is always a twist on reality anyway, so we tried to [pack] as much detail and interest as we could in the imagery."


Cultural references

Like its predecessor, Shrek 2: Kingdom of Far Far Away also acts as somewhat of a parody film, targeting films based on fairy tales and children's books (mainly those produced by Disney); and like other modern DreamWorks animated films, also features references to American popular culture:

  • The mermaid that washes up on Shrek in the beginning of the film bears strong resemblance to Ariel from Disney's The Little Mermaid.
  • The scene where Shrek makes Fiona a wedding ring replicates the scenes from The Lord of the Rings: The Fellowship of the Ring where the rings are forged and where the Ring "falls" onto Frodo's finger.
  • The scene where Shrek is kissed by Fiona while hung upside down in a trap with mud on his face (which Fiona wipes off like a mask) is a reference to Spider-Man.
  • The trumpeter who continues playing after the rest of the group, when Fiona is receiving an invitation from her parents to return, is playing the original Hawaii Five-O theme song.
  • Elements and landmarks in the fictional kingdom of Far Far Away bear reference to elements and landmarks of Southern California, particularly those of the Los Angeles area and Hollywood. The kingdom features a "Far Far Away" sign modeled after the famous Hollywood Sign.
  • Several parodies of well-known businesses exist in Far Far Away, such as "Farbucks", a parody of Starbucks, "Baskin Robbinhood", a parody of Baskin Robbins, "Saxxon Fifth Avenue", a parody of Saks Fifth Avenue, "Burger Prince", a parody of Burger King, "Abercrombie & Witch", a parody of Abercrombie & Fitch, "Pewtery Barn", a parody of Pottery Barn, "Armani Armoury", a parody of Armani, "Barney's Old York", a parody of Barneys New York, "Tower of London Records",a parody of Tower Records, "Versarchery", a play on the designer label Versace, and "Old Knavery", a parody of Old Navy.
  • The scene where Shrek, Fiona, and Fiona's parents furiously shout each other's names (with Donkey cheerfully calling his own name) after their dinner is ruined is a reference to The Rocky Horror Picture Show.
  • When the Fairy Godmother appears to Fiona on her balcony when she sheds a tear due to the fight at dinner, the gold dress in which she makes Fiona wear, blows upward in a reference to the Marilyn Monroe film The Seven Year Itch.
  • "Friar's Fat Boy" restaurant which King Harold, Fairy Godmother and Charming "drive-thru" references the Southern California restaurant chain, Bob's Big Boy.
  • When the three rabbits is attacking Shrek and crawls through his shirt, he bursts out of the front, a reference to the chestburster scene from the 1979 film Alien.
  • Donkey yells out "I'm melting!" when it starts to rain, which is a reference to the Wicked Witch of the West in The Wizard of Oz.
  • During a scene inside the bar The Poison Apple, the bar waiter ask Roger by saying "What's up doc?", which a famous catchphrase from the Looney Tunes character Bugs Bunny.
  • The television show Knights, shown in the third act of the film, is a reference to the crime-centered reality show Cops, with Billiam's carrot powder substituting for marijuana and pepper mills substituting for pepper spray.
  • When Shrek is being chased by the knights, the television announcer says Shrek is riding a "white bronco" (Donkey), a reference to when O. J. Simpson was chased in a white Ford Bronco.
  • When the fairy tale creatures rescue Shrek, Donkey and the rabbits, Pinocchio dives in the prison tower attached to puppet strings, a reference to Ethan Hunt in Mission: Impossible. The theme music can be heard in the background as well.
  • As the Muffin Man creates the giant gingerbread man, lightning flashes behind his house and a voice shouts "It's alive!", a reference to Frankenstein.
  • Shrek calls the giant gingerbread man “Mongo,” a reference to the similarly dim-witted but incredibly strong character of the same name in Blazing Saddles.
  • When the giant gingerbread man sinks into the moat in front of the castle, he says "Be good" to Roger, referencing E.T. (Steven Spielberg, director of E.T., was a co-owner of DreamWorks).



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