SHREK THE THIRD Storyline

King Harold (John Cleese) is dying and his ogre son-in-law Shrek (Mike Myers) and daughter Princess Fiona (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 (Justin Timberlake). Shrek, Donkey (Eddie Murphy) and Puss in Boots (Antonio Banderas) set out to retrieve Arthur. As they're sailing away, Fiona announces to Shrek that she is pregnant. Shrek begins having nightmares about his future children.
The trio journey 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 everyone.
At the school pep rally Shrek tells Artie he's going to be king of Far Far Away. Artie is excited 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 (Eric Idle).
Meanwhile, a vengeful Prince Charming (Rupert Everett) has gone to the Poison Apple tavern, where he encounters fairy tale villains including Captain Hook (Ian McShane), the Evil Queen (Susanne Blakeslee), a Cyclops (Mark Valley), Rumpelstiltskin (Conrad Vernon), Mabel the Ugly Stepsister (talk show host Regis Philbin), the Headless Horseman (Conrad Vernon), Stromboli the Puppet Master (Chris Miller), and an assortment of outlaws, black knights, pirates, malevolent trees, 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 (Conrad Vernon), Pinocchio (Cody Cameron), The Big Bad Wolf (Aron Warner), and The Three Little Pigs (Cameron), Dragon, and Donkey and Dragon's children. Fiona and Lilian (Julie Andrews) try escaping along with Doris the Ugly Stepsister (Larry King), Cinderella (Amy Sedaris), Snow White (Amy Poehler), Sleeping Beauty (Cheri Oteri) and Rapunzel (Maya Rudolph); the ladies are captured when Rapunzel betrays them because she is in love with Charming.
Captain Hook and 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. However, Artie 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 that night. Charming's men arrive shortly, but Artie tricks the knights into not taking them into custody. They break into the castle during rehearsals for the play. In Charming's dressing room, Shrek menaces Charming but Charming summons his men, who 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 grows frustrated with their lack of initiative. Queen Lilian smashes the stone wall of the prison by head butting the walls. While the women launch a rescue mission for Shrek, Donkey and Puss 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 musical theatrical performance in which he rides to rescue 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 regain control of the situation. Artie arrives and convinces the villains to turn over a new leaf.
Charming, furious at being thwarted, lunges for Artie with his sword. Shrek blocks the blow and Charming lunges at him. He informs Charming that he missed and that he needs to keep looking for his own happily ever after. As Shrek pushes Charming aside, Dragon knocks over Rapunzel's tower. Charming is killed when the tower lands him as he utters his last word (which is "Mommy"). With Charming dead, Shrek tells Artie that the throne is his if he wants it. Artie chooses to become king. While the kingdom celebrates, Merlin restores Puss and Donkey to their proper bodies, accidentally switching their tails. Shrek retires with Fiona to their swamp, becoming the parents of ogre triplets.