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“Shrek 2” features dizzying array of in-jokes and cultural references. Did you spot them all?

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What box office records HASN’T “Shrek 2” broken yet ? To date, this DreamWorks sequel has:

  • The best opening weekend performance ever by an animated film (Earning an astounding $109 million vs. “Finding Nemo” ‘s $70.3 million).
  • The largest single day gross of all time (“Shrek 2” pulled in $44.8 million this past Saturday, besting the previous record holder – Sony’s Summer 2002 blockbuster, “Spiderman” – which sold $44.8 million worth of tickets during its first Saturday in theaters).

Of course, one of the real secret to “Shrek 2” ‘s amazing success at the box office is that many moviegoers are walking out of one screening of the film and immediately getting on line, eager to buy tickets to the next showing of this DreamWorks sequel.

“And why are they doing that?,” you ask. Not just because “Shrek 2” is a really funny film. But – rather – because these moviegoers are eager to try & catch all of the movie’s in-jokes and cultural references. Some of which whiz by in the blink of an eye.

Take – for example – Shrek & Fiona’s honeymoon picnic on the beach. This sequence starts off as a riff on that 1950’s Hollywood classic, “From Here to Eternity.” With the ogre bride & groom standing in for Burt Lancaster & Deborah Kerr as the couple that rolls around in the surf.

But then a huge wave suddenly engulfs these two. And – when it recedes – Fiona is gone. And Shrek suddenly finds himself with a mermaid in his arm. A mermaid that looks suspiciously like Ariel from Disney’s “The Little Mermaid.”

Of course, when Fiona sees this, she is furious. She grabs this little mermaid by the tail, swings her around a few times before tossing this Ariel look-alike back out into the surf. Where the mermaid character is immediately fallen upon by two sharks. One of which looks like the Great White used in the poster art & logo of Steve Spielberg’s 1975 classic, “Jaws.

You see what I’m saying here, folks? This particular sequence took up – what? – 20-30 seconds of “Shrek 2” ‘s running time. But – in that brief amount of time – three Hollywood classics were affectionately skewered.

Obviously with a film like this, it’s really hard to keep track of every single in-joke, movie parody and cultural reference that goes whizzing by. But Skwigly is going to give it a try.

With the help of some super “Shrek 2” fans (as well as a few folks who are “in the know” at Dreamworks Animation), we’ve compiled a partial preliminary listing. It’s then been broken down by category, with the hope that this will make it easier for you folks to spot the individual gags as they go flying by in the movie.


The following list contains numerous spoilers for this Dreamworks sequel. So — if you haven’t already yet seen “Shrek 2” — reading through this listing will ruin many of the film’s surprises. Not to mentioning blowing most of this movie’s best gags.

So proceed at your own peril!

The “Shrek 2” jokes that Skwigly has discovered (to date) include:

References to Disney animated features / Touchstone Pictures releases

  • “The Adventures of Ichabod and Mr. Toad” – Look for the Headless Horseman (the villain of the “Legend of Sleepy Hollow” section of this 1949 Disney studios release) seated at the bar at “The Poison Apple.”
  • “Cinderella” – Shrek, Fiona & Donkey roll past the Beverly Hills-style home of this Disney heroine as they enter Far Far Away. Also look for Cinderella’s nemesis – the Ugly Stepsister – to pop up as the bartender at “The Poison Apple.”
  • “Beauty and the Beast” – Look for Lumiere & Cogsworth look-alikes to suddenly make a cameo appearance during the big magic potion spill at the Fairy Godmother’s factory. Also keep an eye out for the singing & dancing furniture in Fiona’s bedroom during FG’s first appearance in “Shrek 2.” These enchanted objects would appear to be an obvious tip-of-the-hat to that 1991 Academy Award winner.
  • “The Little Mermaid” – See the “From Here to Eternity / Little Mermaid / Jaws” three-fer gag mentioned in this article’s introduction.
  • “Peter Pan” – Look for Captain Hook — mournfully pounding away at the keys – as the pianist at “The Poison Apple.”
  • “Pinocchio” – After a blast from the Fairy Godmother’s wand accidentally turns this puppet human, Pinocchio dances around, saying” “Look at me! I’m a real boy.” Which is a direct lift of Pinocchio’s dialogue from the 1940 Disney film.
  • “Pretty Woman” – Among the many fairy tales that the Fairy Godmother refers to (as she tries to convince Shrek that Fiona would be better off without him) is this 1990 Touchstone Pictures release.
  • “Sleeping Beauty” – The heroine of Disney’s 1959 animated classic tumbles out of her stretch carriage as she arrives for the royal ball in honor of Shrek & Fiona’s marriage … and immediately falls asleep on the red carpet.
  • “Snow White and the Seven Dwarfs” – This 1937 Disney animated classic is referenced somewhat obliquely in “Shrek 2.” You see, the sleazy bar that King Harold goes to (in an effort to arrange have a “hit” placed on his new son-in-law) is named “The Poison Apple.” Which – of course – is the same sort of fruit that the Wicked Queen used to “whack” Snow White.

Other Disney-inspired bits in “Shrek 2” include appearances by the three Little Pigs & the Big Bad Wolf. And – according to Dreamworks Animation insiders – the top of King Harold & Queen Lillian’s castle in Far Far Away deliberately borrowed design elements from Sleeping Beauty’s castle at Disneyland.

Fairy Tale References

Exactly how many fairy tale characters actually made appearances in “Shrek 2”? To date, Skwigly has been able to put together this partial listing:

  • The Frog Prince
  • Hansel & Gretel
  • Jill (of Jack & Jill)
  • Little Red Riding Hood
  • Puss in Boots
  • Sleeping Beauty
  • Thumbelina
  • Tom Thumb

En route to Queen Lillian & King Harold’s castle in Far Far Away, we also get brief glimpses of Cinderella & Rapunzel’s Beverly Hills-style mansions.

Also – in the magic-potion-flood scene at Fairy Godmother’s factory – caged swans there are suddenly transformed into beautiful women. Could this be a reference to Tchaikovsky’s “Swan Lake”? … I guess we’ll have to get back to you on that one.

Television References

  • “The Beverly Hillbillies” – As Shrek, Fiona & Donkey roll into Far Far Away, the obnoxious ass – impressed by his plush surroundings – exclaims: “Swimming pools and movie stars!” A line that was also an aside in the theme song for “The Beverly Hillbillies” TV series.
  • “Cops” – Watch for the commercial for “Knights,” which is clearly intended to be a spoof of the long-running Fox reality show, “Cops.”
  • E! (Entertainment Television) – The live broadcast that Gingy, the Three Little Pigs, the Three Blind Mice and the Big Bad Wolf are watching back at Shrek’s house is being presented by Medieval Entertainment Television. Which is obviously intended to be a parody of E! Entertainment Television’s annual red carpet coverage of the Academy Awards and the Emmies.
  • “Hawaii Five-O” – One of the trumpeters in the honor guard sent to Shrek & Fiona’s house (so that they can deliver King Harold & Queen Lillian’s invitation to the royal ball) briefly blasts the theme song to this 1960s CBS television hit.
  • “The Price is Right” – After Puss in Boots attacks Shrek, Donkey urges the ogre to give the fighting feline ” … The Bob Barker treatment.” Which – of course – is a reference to the way the longtime host of CBS’s “The Price is Right” game show always ends his program. Which is by urging TV viewers to “spay or neuter your pets.”
  • “Seinfeld” – At the awkward dinner party that King Harold & Queen Lillian hold after Shrek & his bride’s arrival in Far Far Away, Fiona’s mom says: “Not that there’s anything wrong with that.” Which – of course – is the running gag from the memorable “Seinfeld” episode, “The Outing.” Where Jerry & George are mistakenly identified as being a gay couple.
  • “Wheel of Fortune” – Back at Shrek’s home in the swamp, the Gingerbread man – bored with watching the royal ball show on the Magic Mirror – asks that his Fairy Tale friends change the channel to “Wheel of Torture.” Which – obviously – is a riff on the classic American TV game show, “Wheel of Fortune.”

Movies references

  • “Alien” – When Puss in Boots comes bursting out from Shrek’s shirt in the film’s attack-in-the-woods scene, this gag is obviously parodying what poor John Hurt went through Ridley Scott’s 1979 horror sci-fi classic.
  • “Annie” – Donkey attempts to cheer Shrek up by singing a few bars from “Tomorrow” (I.E. “The sun will come out tomorrow, bet your bottom dollar that – tomorrow – there’ll be sun …”). Which is the tune that most people associate with both the stage & film version of this Broadway smash.
  • “Blazing Saddles” – Mel Brooks fans will no doubt smile when they hear that the giant gingerbread man that appears in “Shrek 2” ‘s finale sequence is named Mongo. After all, that’s also the name of Alex Karras’s dim-witted character in Brooks’ 1974 western parody.
  • “E.T. – The Extra-Terrestrial” – As Mongo sinks into the moat, he says to Gingy: “Be good.” Which – of course – is the same thing that E.T. says to Elliot in the closing moments of Steve Spielberg’s 1982 blockbuster.
  • “The Fabulous Baker Boys” – When the Fairy Godmother rolls around on the top of that grand piano, that’s supposed to be a spoof of Michelle Phieffer’s memorable turn in that 1989 Steve Kloves film.
  • “Flashdance” – In “Shrek 2” ‘s musical finale, look for Puss in Boots to get the Jennifer Beals treatment as “Living La Vida Loca” plays.
  • “From Here to Eternity” — See the “From Here to Eternity / Little Mermaid / Jaws” three-fer gag mentioned in this article’s introduction.
  • “Ghostbusters / Godzilla” – There seems to be some disagreement at Dreamworks Animation about which specific film actually inspired Mongo’s entrance scene in “Shrek 2.” Some staffers insist that this sequence is an obvious tribute to Bill Murray’s 1984 supernatural comedy smash. While still others insist that the gingerbread man’s trashing of downtown Far Far Away is actually an affectionate reference to Japan’s biggest movie star, Gojira AKA Godzilla.
  • “Jaws” — See the “From Here to Eternity / Little Mermaid / Jaws” three-fer gag mentioned in this article’s introduction.
  • “Lord of the Rings” – I’m certain that Peter Jackson would approve of this particular gag in “Shrek 2.” Where the wedding ring that Shrek has the elves fashion for Fiona glows from within. Just as the One Ring did in Jackson’s three part epic. Though – this time around – the lettering on the ring reads “I love you,” rather than some Tolkien-esque dark curse.
  • “The Mask of Zorro” – Puss in Boots’ entire performance in “Shrek 2” is pretty much an affectionate spoof of Antonio Banderas’ performance in that 1998 Tristar release. (Here’s an additional bit of “Zorro” related trivia for you: Ted Elliot & Terry Rossio – the screenwriters of “The Mask of Zorro” – also wrote the screenplay for the first “Shrek” film as well as serving as story consultants on “Shrek 2.”
  • “Mission: Impossible” – When Shrek & Donkey’s fairy tale friends are trying to bust them out of prison, look for Pinocchio to pull a Tom Cruise. As the puppet uses his strings to lower himself down from above, aping Cruise’s wirework in Brian DePalma’s 1996 big screen suspense thriller. Which was – of course – based on the classic 1960s television series.
  • “Raiders of the Lost Ark” – As Shrek, Donkey & Puss in Boots are trying to escape from the Potions storeroom at the Fairy Godmother’s factory, look for a quick tribute to this 1981 action-adventure. As Puss quickly reaches under the door to rescue his hat. Just as Indiana Jones (Harrison Ford) did in the opening sequence of this Steve Spielberg blockbuster.
  • “The Seven Year Itch” – Look for Fiona’s dress to pull a Marilyn Monroe (I.E. To suddenly have her skirt fly up in the air. Just as Marilyn’s did as she was standing over that subway grate in Billy Wilder’s 1955 sex farce) during the Fairy Godmother’s introductory musical number.
  • “Spiderman” – The moment in the beginning of “Shrek 2” — where the ogre is hanging upside down in that trap with mud on his face, and his bride comes along and (after wiping away some of the mud) gives her husband a kiss – is clearly inspired by Tobey Maguire’s upside smooch with Kristen Dunst in Sony Pictures’ Summer 2002 smash, “Spiderman.”
  • Swashbuckler gag – It’s been a cliché for decades now in Hollywood that – as the heroes storm the castle – the villain pours boiling oil down on them from above. Well, in “Shrek 2,” the crew at Dreamworks Animation put a Starbucks-inspired spin on that hoary old movie cliché. So – instead of using boiling oil to repel Mongo & Co. – they use steamed milk.
  • “The Wizard of Oz” – Actually, “Shrek 2” makes a number of references to this 1939 MGM classic:
    • As Shrek steps out of the carriage in Far Far Away, he says: “We’re definitely not in the swamp anymore.” Which is a bit of riff on Dorothy’s comments to her dog when they first arrive in Munchkinland: “Toto, I’ve a feeling that we’re not in Kansas anymore.”
    • The Fairy Godmother makes her entrance in “Shrek 2” encased in a bubble. Which is also the way that Glinda the Good Witch made her entrance in “The Wizard of Oz.”
    • In the background at “The Poison Apple,” you’ll see the talking apple trees that hassled Dorothy & the Scarecrow on their way to Oz arm-wrestling.
    • When Donkey’s caught out in the rain, he mutters “I’m melting! I’m melting.” Just as the Wicked Witch does as she meets her demise in the MGM movie.

LA / Hollywood references

Once Shrek, Fiona and Donkey arrive in Far Far Away, “Shrek 2” ‘s satire level shoots into the stratosphere. With numerous Southern California landmarks and/or familiar pieces of that Californian lifestyle popping up in the picture. These include:

  • Angelyne Billboard – That large “Fairy Godmother” billboard that the trio ride past mimics the exact look & pose of one of those Hollywood’s infamous “Angelyne” advertisements. Angelyne – for those of you who don’t know – is a Tinseltown legend in her own mind. A bosomy blonde who paid out a small fortune a few years back for a series of billboards. With the hope that this elaborate PR effort would somehow kick-start her career. It didn’t.
  • Beverly Hills Sign – Dreamworks Animation actually had to ask Beverly Hills for its permission to spoof that city’s all-too-familiar shield shaped sign. Which is why “Shrek 2” actually features an end credit that reads: “The BEVERLY HILLS SHIELF DESIGN is a registered trademark of the City of Beverly Hills.”
  • Bob’s Big Boy – In “Shrek 2,” Dreamworks Animation pays tribute to this much beloved Burbank eatery by slightly redressing the exterior of the restaurant as well as renaming the place: Friar Fat Boy’s.
  • Hollywood Bowl – Look for this historic piece of Southern California architecture to pop up in the background of the Fairy Godmother’s big musical number (“Holding Out For A Hero”) in “Shrek 2” ‘s Royal Ball sequence.
  • Hollywood Sign – Seen ‘way off in the distance, high on a hillside above King Harold & Queen Lillian’s castle, the enormous “Far Far Away” since is obviously an affectionate nod toward the “Hollywood” sign. But – given that this is also a trademarked image – this is why you see this particular piece of language buried down deep in “Shrek 2” ‘s credits: “The Hollywood Sign” is used with the permission of the Hollywood Chamber of Commerce.
  • Rodeo Drive – Beverly Hills’ hoity-toity shopping district served as the inspiration for Far Far Away’s main drag. Pay particularly close attention in this spin and you’ll see spoofs of such Hollywood icons as:
  • Maps to the Stars Homes – In the world of “Shrek 2,” you can buy a map to the Fairy Tale Stars Homes. Which will give you exact directions to where Cinderella & Rapunzel’s mansions are located.
  • Sacks Fifth Avenue – becomes Saxxon Fifth Avenue. Where everyone who’s anyone goes to their clothes before heading off on a crusade.
  • Starbucks – becomes Farbucks. The place where Fairy Tale folks go to load up on lattes.
  • Stretch Limos – become stretch carriages. Oversized horse-drawn vehicles that allows the celebrity set in Far Far Away to always arrive in style
  • Versachi – becomes Verachery. A shop when only the very best in archery gear & clothing is sold.

TV commercial references

Even old television ads provided fodder for gags in “Shrek 2.” Among the sort of commercials that got spoofed were:

  • Car Commercials – As Shrek is trying to sneak his two animal friends into the Potion storage room at the Fairy Godmother’s factory, Donkey says to Puss in Boots: “You want to get your fine Corinthian footwear out of my face?” That “fine Corinthian” reference comes from a old Chrysler Cordoba commercial, where Ricardo Montalban uses to enthuse about the “fine Corinthian leather” that was used to decorate this luxury car’s interior.
  • Cookie Commercials – When Donkey first spies the Fairy Godmother’s cottage / factory complex, he says: “The Old Keebler Place? I ain’t going in there!” This – of course – is a reference to the TV commercials that the United Biscuit Company runs for its Keebler Cookie brand. This series of ads were (and still are) built around the premise that all of Keebler’s cookies are baked by elves who live in a hollow tree.
  • Mail Order Ads – When Shrek, Donkey and Fiona first arrive in Far Far Away, the little hairy ass is so impressed by one beautiful babe that he sees that Donkey cries out: “Hey, good lookin’. We’ll be back to pick you up later.” This line is a direct lift from a particular awful TV ad from the 1970s for a product called “Mister Microphone.” A device that would allow you to turn any stereo speaker into your own public address system.
  • Shampoo Commercials – “Shrek 2” actually has two quick tributes to the way hair care products are sold on television:
    • Slow Motion Hair Flip – In “Shrek 2” ‘s opening scene, Prince Charming removes his helmet as he enters the castle where Princess Fiona used to be imprisoned. As he does this, the film slows down – for just a second – to allow the extremely vain royal to do a slow motion hair flip. Which is a film technique that’s been used in hundreds of shampoo commercials over the uses, to show that use of a particular hair product promotes more body and/or silkier strands.
    • Slow Motion Running-Through-Fields –Again in the beginning of this sequel, Shrek & Fiona are seen running in slow motion toward each other through a field of flowers. This scene too is a cliché from shampoo commercials for the 1960s & 1970s. Of course, in those commercials, those models were rarely ever pursued by angry mobs waving pitchforks.

Late night television fairy tale friends are trying to bust them out of prison, look for Pinocchio to pull a Tom Cruise. As the puppet uses his strings to lower himself down from above, aping Cruise’s wirework in Brian DePalma’s 1996 big screen suspense thriller. Which was – of course – based on the classic 1960s television series.

Pop Culture references

Given that “Shrek 2” already makes fun of movies, TV shows and commercials, it only stands to reason that the animators at Dreamworks would also try to sneak in a few pokes at pop culture. Among the celebrities and/or significant events that this film sends up are:

  • Shirley Bassey – When Shrek & Donkey are wandering through the woods, the little donkey mentions that they’ve passed “that bush shaped like Shirley Bassey” three times. Bassey (for those of you who don’t know) is a vocalist probably best known for singing the title tune of the 1964 James Bond film, “Goldfinger.”
  • Michael Jackson – Watch Pinocchio carefully during “Shrek 2” ‘s big musical finale, and you’ll see the little wooden boy moonwalk & grab his crotch – just like the King of Pop. And – yes – it’s just as disturbing to watch a puppet do this as it is to see Mr. Jackson touch himself.
  • Klee Painting – When Puss in Boots looks at Shrek with those really big sad eyes, that’s actually sort of a back-handed tribute to the paintings of Paul Klee. Who was famous for painting waif-like children with big sad eyes.
  • Larry King – Long thought to be one of the most unattractive people in broadcasting, King was said to be Dreamworks Animation’s first choice to play the role of the Ugly Stepsister. Both for his distinctly raspy voice as well as Larry’s … er … unique visage.
  • McDonalds Happy Meals – When the Fairy Godmother stops off at Friar Fat Boy’s for a snack, she orders a Medieval Meal for Prince Charming. Which – just like any kids meal that you order at McDonalds – comes with a toy. However – in this case – it’s a battle axe.
  • Sgt. Pepper’s Lonely Hearts Club Band – When Shrek is making fun of the honor guard that King Harold & Queen Lillian have sent to the swamp, he refers to them (dismissively) as “Sgt. Pompous and his Fancy Pants Band.” Which (of course) is a riff on the title of the Beatles’ best selling LP, “Sgt. Pepper’s Lonely Hearts Club Band.”
  • Joan Rivers – Who better to host the red carpet segment of the “Shrek 2” ‘s Royal Ball than Miss “Can We Talk?,” Joan Rivers. Though – to be honest — the animators at Dreamworks may have done too good a job on Joan. The E! Television vet just looks too lifelike, too human in the “Shrek” sequel. Given all the plastic surgery that Ms. Rivers has had over the years, shouldn’t the computer animated version of this annoying comedienne looked more … Well … plastic?
  • Justin Timberlake – The poster directly over Fiona’s childhood bed (which reads “Sir Justin”) was intended as a tribute to this former Nsync member.
  • White Bronco – As part of the “Knights” / “Cops” parody TV program, the constables refer to a chase involving “a white Bronco.” Which – in “Shrek 2” – refers to the transformed orge riding on the back of Donkey. But – back in the Summer of 1994 – the term “White Bronco” had a very different meaning. It referred to O.J. Simpson and his infamous low speed car chase on the LA Freeways.

The Same, Only Different

In the world of “Shrek 2,” things like slang and/or product names are somewhat familiar. Or at least they’re familiar sounding. Here are a few examples from the film:

  • Alka Selzter – There’s a sound-alike potion for this popular ant-acid at the Fairy Godmother’s factory called Elf Kaseltzer.
  • “He croaked” – In the human world, this is slang for “He died.” In the world of “Shrek 2,” it means that “He got turned back into a frog.”
  • Ex-Lax – There’s also a sound-alike potion for this powerful laxative at the Fairy Godmother’s factory called Hex-Lax.
  • “He’s got a piece !” – In human vernacular, this means that someone’s got a gun. When Donkey says this in “Shrek 2,” this means that Puss in Boots is armed with a dueling foil.
  • Niquel – A common cold remedy here in the real world. In Far Far Away, this is the name of a sound-alike potion found at the Fairy Godmother’s factory: Knight Quill.
  • “Pigs in a Blanket” – A somewhat tasty breakfast treat (Usually involving sausages baked inside of pancakes) in human terms. In the world of “Shrek 2,” it’s a fighting technique used by the Three Little Pigs in an effort to rid the Fairy Godmother of her magic wand.
  • Stool Softener – In the real world, this is a form of medicine used to help people with bowel problems. In Far Far Away, there’s a potion available at the Fairy Godmother’s factory that sort of sounds like this: Toad Stool Softener.

Police related references

In the word of “Shrek 2,” the knights that you see strolling about are pretty much Far Far Away’s police force. Which is why the artists at DreamWorks thought that they might have a bit of fun at the boys-in-blue’s expense. Which is why:

  • Doughnuts – In the real world, it’s a comedy cliché that policeman like to eat doughnuts. Lots & lots of doughnuts. Which is why – when you see those knights hanging out in “The Poison Apple” – DreamWorks’ animators had these peace officers clearly downing a few doughnuts.
  • Pepper Spray – Is the chemical-based device that police officers in the real world use to subdue criminals. In “Shrek 2,” the knights use pepper mills to bring Shrek, Donkey and Puss in Boots under control. Grinding fresh pepper straight into these Fairy Tale characters’ eyes until they beg for mercy.
  • Pot – And where would a “Cops” parody show be without someone getting busted for drugs. In “Knights,” we see the peace officer frisking Puss in Boots and discovering a bag of catnip in Puss’s pocket. Given that catnip appears to be an illegal controlled substance in Far Far Away, the cat immediately replies: “That’s not mine.”

And there you have it. Skwigly’s semi-official somewhat-complete listing of the in-jokes and cultural references to be found in “Shrek 2.” Of course, if you spot even more of these types of gags in the movie and would like to make our readers aware of them, feel free to pass them along. Once we confirm that this joke actually does appear in this DreamWorks animated feature, we’ll be happy to add your contribution to our list.

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