Shrek the Third (sometimes known simply as Shrek 3) is a 2007 animated film, and the third film in the Shrek series, following Shrek and Shrek 2. It was produced by Jeffrey Katzenberg for DreamWorks Animation, and is distributed by Paramount Pictures, and was released in U.S. theaters on May 18, 2007 (exactly 6 years after the first Shrek). It was produced with the working title of Shrek 3, the name being changed to avoid potential confusion with Shrek 3-D. Like the first two Shrek films, the movie is significantly based on fairy tale themes. It was nominated for Best Animated Movie at the Kids' Choice Awards 2008.King Harold (voiced by John Cleese) is dying and his ogre son-in-law Shrek (voiced by Mike Myers) and daughter Princess Fiona (voiced by Cameron Diaz) are next in line to be King and Queen of Far Far Away. Shrek insists that an ogre as king is a bad idea and that there has to be someone else for the job. Before dying, Harold tells Shrek that there is another heir: his nephew, Arthur Pendragon (voiced by Justin Timberlake). Shrek, along with Donkey (voiced by Eddie Murphy) and Puss in Boots (voiced by Antonio Banderas), sets out to bring back Arthur. As they're sailing away, Fiona runs to the dock and announces to Shrek that she is pregnant. Shrek begins to have nightmares about his future children.
The trio's journey leads them to Worcestershire Academy, an elite boarding school, where they discover that Arthur ("Artie", as he prefers to be called) is a scrawny 16-year old underachiever picked on by virtually everyone.
At the school pep rally Shrek tells Artie he's going to be the new king of Far Far Away. Artie is excited to be on his way to the throne, until Donkey and Puss inadvertently scare him by talking about the responsibilities of being king while they're sailing home. Panicked, Artie tries to take control of the ship and crashes it on an island where they meet Artie's retired wizard teacher, Merlin (voiced by Eric Idle).
Meanwhile, a vengeful Prince Charming (voiced by Rupert Everett) has gone to the Poison Apple Bar, where he encounters a slew of fairy tale villains including Captain Hook (voiced by Ian McShane), the Evil Queen (voiced by Susanne Blakeslee), a Cyclops (voiced by Mark Valley), Rumpelstiltskin (voiced by Conrad Vernon), Mabel the Ugly Stepsister (voiced by talk show host Regis Philbin), the Headless Horseman (Conrad Vernon), Stromboli the Puppet Master (Chris Miller), and an assortment of outlaws, black knights, pirates, ents, and witches. Although they initially despise Charming, he persuades them to fight for their "happily ever after".
Charming and the other villains invade the kingdom and attack the castle. They capture Gingerbread Man (also voiced by Conrad Vernon), Pinocchio (voiced by Cody Cameron), The Big Bad Wolf (voiced by Aron Warner), and The Three Little Pigs (also voiced by Cameron), Dragon, and Donkey and Dragon's children. Fiona and Lilian (Julie Andrews) try to escape along with Doris the Ugly Stepsister (voiced by Larry King), Cinderella (voiced by Amy Sedaris), Snow White (voiced by Amy Poehler), Sleeping Beauty (voiced by Cheri Oteri) and Rapunzel (voiced by Maya Rudolph); the ladies are captured when Rapunzel betrays them. They learn that Rapunzel and Charming are in love, and he will make her his queen once he claims the throne.
Captain Hook and some of his pirates track Shrek and company to Merlin's island, where they attempt to capture Shrek and kill the others. Shrek and Artie send the villains running, but not before Hook mentions Charming and the takeover of Far Far Away. Concerned for his wife and future children, Shrek urges Artie to return to the safety of Worcestershire; Artie, however, has other ideas. He cons Merlin into coming out of retirement long enough to use his magic to send them all to Far Far Away; the spell works, but accidentally causes Puss and Donkey to switch bodies. They find Charming bent on revenge against Shrek for 'stealing' his "happily ever after," and learn that he plans to kill Shrek in a play later that night. Charming's men arrive shortly, but Artie tricks the knights into not taking them into custody. They then break into the castle during rehearsals for the play. In Charming's dressing room, Shrek menaces Charming but Charming summons his men, who burst in and take the four captive.
Charming prepares to kill Artie, believing he's the next king. To save Artie's life, Shrek tells Charming that Artie was just a pawn to take his place as King of Far Far Away. Charming believes Shrek and decides not to kill Artie, who runs away. Donkey and Puss are imprisoned with Fiona and the other ladies, where Fiona is growing frustrated with their lack of initiative. Queen Lilian becomes fed up, and smashes the stone wall of the prison by head butting the walls. While the women launch a rescue mission for Shrek, Donkey and Puss work to free Gingy, Pinocchio, the wolf and pigs, Dragon, and the Dronkeys. They encounter Artie, and Puss and Donkey explain to him that Shrek lied so Charming wouldn't kill him.
Charming stages a theatrical performance in which he heroically rides to the rescue of Rapunzel in a (fake) tower. The chained Shrek wins the audience's support by ridiculing Charming's acting. Just as Charming is about to kill Shrek, Princess Fiona and her friends, along with Puss, Donkey and the fairy tale characters confront the villains. However, the villains outnumber the heroes and take them prisoner. Artie arrives and convinces the villains to stop and turn over a new leaf. The villains release their captives.
Charming, furious at being thwarted, lunges for Artie with his sword. Shrek blocks the blow and informs Charming that he needs to keep looking for his own happily ever after. As Shrek pushes Charming aside, Dragon knocks over Rapunzel's tower, which lands on Charming, apparently killing him. Shrek tells Artie that the throne is his if he wants it, but it is his decision. Artie chooses to become king. While the kingdom celebrates, Merlin restores Puss and Donkey to their proper bodies. Shrek retires with Fiona to their swamp, becoming the parents of ogre triplets.