The next morning, Shrek and Donkey are lost in the woods when Puss In Boots ambushes them. They are able to subdue the cat, who agrees to join them after Shrek decides not to take revenge on him. Shrek remembers the card Fairy Godmother gave him, and decides to enlist her help in winning over Fiona's parents. Shrek, Puss and Donkey use the card to travel to her Potion Factory. However, Fairy Godmother refuses to help Shrek on the grounds that "Ogres don't live Happily Ever After". Undeterred, the three friends sneak into the Potion Containment Room, where they steal a Happily Ever After potion.
Back in the woods, Shrek and Donkey drink the potion, but nothing happens. Shrek sniffs the potion and sneezes on a toadstool. Once it begins to rain, Shrek, Donkey and Puss head for a barn and stay there for the night, failing to notice that once the rain touches the toadstool, it turns into a rose. Inside the barn, Shrek and Donkey faint. Back in Far Far Away, Fiona is affected by the potion too and faints. The next morning, Shrek and Donkey wake up to realize they have changed. Shrek is a handsome human while Donkey is a noble white stallion. Shrek needs to find Fiona and kiss her before midnight to stay the way they are. On returning to Far Far Away, Fairy Godmother tricks Shrek into thinking that Fiona loves Charming, while Fiona is led to believe that Charming is actually Shrek himself, in human form. Because she does not like this "New Shrek", Fairy Godmother gives Harold a potion which will cause Fiona to fall in love with the first man to kiss her (Charming). Harold is to slip this potion to his daughter in a cup of tea.
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