The Shrek franchise has become a global phenomenon, with four feature-length movies, a fifth on the way, two spinoffs, plus multiple shorts and interactive specials; so it’s easy to forget the series’ raunchy roots. Loosely based on the 1990 children’s book Shrek!, this was one of the first projects developed by DreamWorks Pictures after it was founded by Jeffrey Katzenberg is 1994. At the time, Katzenberg had just resigned from his job as the head of Walt Disney Studios, and in many ways, Shrek‘s mockery of the fairy tale genre was also meant to tease Katzenberg’s former employers. That meant a lot of crass jokes went into the movies, but they were subtle enough for young viewers to miss.
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The saga of Katzenberg and Disney โ including the significance of certain jokes in Shrek โ was laid out in detail in James B. Stewart’s 2005 book Disney War. For the purposes of this list, we only need to know that the DreamWorks team was motivated to poke fun at Disney and its then-CEO Michael Eisner. The movie was still meant to appeal to family audiences, but it differentiated itself from Disney by including some sly jokes that would go over most kids’ heads.
The result was incredibly successful, and the Shrek franchise persists to this day. The dubious jokes petered off as the series went on, which is why you’ll notice that half of the gags on this list from the first movie. Still, double entendre is a part of Shrek‘s DNA, and it will definitely be a part of Shrek 5. In the meantime, here’s a look back at 10 of the series’ most outrageous jokes that went over your head when you were growing up.
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‘Lord Farquaad’

The villain of Shrek, Lord Farquaad, is supposedly a caricature of Eisner himself, and his name is no coincidence. Spoken out loud, it sounds an awful lot like the insult “fโk wad,” and the characters themselves even pause and enunciate it carefully a few times to avoid any confusion.
Duloc Castle

When Shrek and Donkey make it to Farquaad’s home, Shrek looks up at Duloc Castle and wonders aloud, “Do you think maybe he’s compensating for something?” Once we see Farquaad’s diminutive height, it seems like that was the point of Shrek’s joke, but adults would have recognized a double-meaning here. The castle is decidedly phallic in shape, and there are several other jokes about size that can be read this way throughout the movie.
Height was apparently a common line of attack in the feud between Eisner and Katzenberg in real life, though in that case, Katzenberg was shorter than Eisner. Eisner reportedly referred to Katzenberg as a “midget” in an official company memo towards the end of their time working together.
Robin Hood Song

As a child, Robin Hood and the Merry Men seem like just another foil to Shrek when they enter the story โ arrogant, with all the stereotypical hallmarks of fairy tale heroes, and ready to presume that Shrek is an enemy. However, to an adult’s ears, their song about “saving” Fiona from Shrek is more threatening than reassuring. Monsieur Hood himself sings “I like an honest fight and a saucy little maid,” while his chorus of Merry Men add: “What he’s basically saying is he likes to getโฆ”
“Paid!” Hood chimes in, as if interrupting them. We now know that they were probably going to say “laid,” but to an impressionable young millennial in 2001, this wordplay would have been inscrutable.
Dragon and Donkey

The development of Donkey and Dragon’s romance is probably more graphic and lustful than you remember if you haven’t seen the first Shrek movie since childhood. It’s pretty overt โ Donkey tells Dragon that he doesn’t want to get into a “physical relationship” too fast, as she coils herself around him. A few camera cuts later, there’s even a shot that makes it look as though Dragon might be performing oral sex on Donkey, complete with slurping sounds. Donkey cries out “Hey, hey, don’t do that! That’s my personal tail! You’re going to tear it off!”
Farquaad’s Magic Mirror

Early on in the movie, the “magic mirror” from Snow White present Farquaad with all of the princesses he could marry in a parody of reality TV dating shows. When it shows Snow White, the mirror says, “Although she lives with seven other men, she’s not easy.”
Later on, we see Farquaad looking at the mirror again โ this time in his bed, where he sits shirtless, drinking a martini. He asks the mirror to show him Princess Fiona, and the mirror grimaces as though he doesn’t want to be part of this intimate moment. To really drive the joke home, Farquaad even peeks under his covers with an odd expression on his face.
‘Pork Illustrated’

Moving onto Shrek 2, there’s another masturbation joke early on when Prince Charming walks in on the Big Bad Wolf reading a magazine. If you take a look at the cover, it’s titled “Pork Illustrated” and it shows a pig in a bikini. The wolf’s guilty grin in this scene even made it into the movie trailer, reminding parents that there would be some jokes for them if they took their kids to the theater.
Fairy Godmother’s Apothecary

The Fairy Godmother makes a lot of blunt, crass jokes in this movie, but one of her most startling ones is an easy-to-miss visual gag. We see that her cottage is actually a factory for magical potions, but if you look closely at the conveyor belt as it passes by, one bottle is clearly labeled “Viagra.” Maybe children in 2004 wouldn’t have registered what that meant, but some parents surely did.
K.N.I.G.H.T.S.

Perhaps the most surprising bit in Shrek 2 is K.N.I.G.H.T.S., which explicitly compares the knights in the kingdom of Far, Far Away to police in the real world. This joke gets a lot of screentime and actually gets fleshed out in several ways โ there’s a parody of the reality show COPS that portrays the knights as corrupt and violent, and the knights actually plant a bag of “catnip” on Puss in Boots, only to arrest him for possessing it.
The joke carries on when Donkey is transformed into a white-furred horse, and he and Shrek are chased by the knights. They describe Shrek as “riding a white bronco” โ a clear allusion to the infamous televised police chase that led to the arrest of O.J. Simpson.
Smoky Carriage

As noted above, the jokes become more tame as the series goes on, but younger viewers still might have missed a few wisecracks in Shrek the Third. In one scene at Worcestershire Academy, Shrek, Donkey, and Puss witness two students coming out of a closed carriage that is completely filled with smoke. One of them is carrying a church censer, and the whole thing seems to be a medieval parody of college cannabis use.
Gingerbread Man

Finally, Shrek Forever After is pretty family friendly, but children may not have caught the line where Donkey calls Gingerbread Man a “cracker.” At face value, this might have seemed like a demotion from a cookie to a lesser snack, but in hindsight it’s a pretty clever double-meaning.
The first three Shrek are streaming now on Peacock, while Shrek Forever After is currently streaming on Max. The spinoff Puss in Boots is not on any subscription-based streaming platforms, but the most recent movie, Puss in Boots: The Last Wish, is currently available to Prime Video subscribers.