The next day, Princess Fiona rises early and sings with a bluebird and dances with a deer (before making the bird explode and throwing the deer off a cliff) and assists a Pied Piper in his rat-charming duties ("Morning Person"). Shrek brings down her mood by attempting to give subtle hints about her groom-to-be ("Men of Farquaad's stature are in short supply", "He's very good at small talk", etc.) and mocking her tragic childhood circumstances. The two begin a contest of one-upmanship, each trying to outdo the other by revealing their respective pasts ("I Think I Got You Beat"). Both admit to being thrown out by their parents; this connection, as well as bonding over a love of disgusting bodily noises, kindles friendship.
Meanwhile, back in Duloc, Lord Farquaad plans his wedding, and he reveals his own sordid heritage after the Mirror asks him if Farquaad's father should be on the guest list ("The Ballad of Farquaad"). As Shrek and Fiona's newfound camaraderie grows into love, Donkey insists, with the help of The Three Blind Mice, that Shrek should gather his courage and romantically engage Fiona ("Make a Move"). Shrek, finally beginning to come out of his caustic, protective shell, tries to find the words to explain his feelings to Fiona ("When Words Fail").
While Shrek is out finding a flower for Fiona, Donkey discovers that Fiona turns into an ogress at night, and she confesses that she was cursed as a child, which is why she was locked away in the tower. Only a kiss from her true love will return her to her proper form. Shrek arrives near the end of the conversation and misunderstands Fiona's description of herself as an ugly beast to be referencing him. Hurt by her presumed opinion, Shrek storms off. The next day, transformed back to her human form, Fiona decides to tell Shrek about her curse ("Morning Person (Reprise)"). When Fiona tries to explain, Shrek rebuffs her. During the night, Shrek contacted Lord Farquaad, who arrives now to claim Princess Fiona.
While not very impressed with Farquaad, Fiona agrees to marry him and insists that they have the wedding before sunset. As they ride back to Duloc, Donkey tries to explain the misunderstanding to Shrek (who is too angry to listen), and Shrek rejects him as well, declaring that he will return to his swamp alone and build a wall against the outside world, be what the world says he should be—a monster—and never allow himself to feel any kind of love again ("Build a Wall").
The fairy tale creatures, now headed for a landfill which is to be their new home, decide Farquaad's treatment of them is intolerable. Just because they are freaks does not mean they deserve to be hated. Pinocchio, Gingy, and the rest gather new confidence and strength in themselves as they declare they will raise their "Freak Flag" high against their tormentors ("Freak Flag").
Shrek returns to his again-private swamp, but he misses Fiona. Donkey follows him back, and convinces Shrek of his friendship by forgiving the ogre for his harsh words. Shrek apologizes, and Donkey convinces him that Fiona really cares for the ogre. Both of them hurry back to Duloc. Shrek interrupts the wedding before Farquaad can kiss Fiona, and Fiona convinces him to let Shrek speak with her. Shrek finally finds the words to express his feelings for Fiona, and he declares his love for her ("Big Bright Beautiful World (Reprise)").
However, his declaration of love is mocked by Lord Farquaad. Caught between love and her desire to break the curse, Fiona tries to escape the event, but the exiled fairy tale beings storm the wedding and protest their banishment. They are accompanied by a grumpy little dwarf, who is, in fact, Farquaad's father. Farquaad claimed earlier that Grumpy abandoned him in the woods as a child, but the dwarf reveals the true reason he kicked Farquaad out: He was, in fact, 28 and living in the dwarf's basement. During the commotion, the sun sets, causing Fiona to turn into an ogress in front of everyone. Farquaad, furious and disgusted over the change, orders that Shrek be killed and Fiona banished back to her tower.
As Farquaad proclaims himself the new king, Shrek whistles for the Dragon (she escaped the castle and followed Donkey back to the swamp), who crashes through the window with Donkey and devours Lord Farquaad. Admitting their love for each other, Shrek and Fiona share a kiss. Fiona's curse is broken and she takes her true form: an ogress. She is ashamed of her looks, but Shrek declares that she is still beautiful. The two live happily ever after and everyone celebrates ("This Is Our Story").
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