DREAMWORKS.

SHReK the THlRDS C H O L A S T I C

puss In Boots

Arthur

Donkey

Donkey and Puss In Bootsare Shrek's friends.

Prince Charming wants to be King of Far Far Away.

Shrek and Princess Fiona are ogres.

Arthur is heir to the King's throne.

Shrek

Prince Charming

Meet ...everyone from

D r e a m W o r k s

S h r e k

the THlRD

Princess Fiona

The King and Queen of Far Far Away are Fiona's mother and father. The King is a frog now. Queen

The Fairy Tale Characters

Some of the fairy tale characters are good. They help Shrek.

The fairy tale princesses are friends with Princess Fiona.

Some of the fairy tale characters are bad. They are the villains.

Before you read...Who do you like from this story?

F rog Kin g

What do these new wordsmean?Ask your teacher

or use your dictionary.

castle

The King died.

This is a castle.

The car crashed into a bus.

die

crash heir

She likes sitting next to the fire.

fire

The King's child was his heir.

New Words

hurt

The girl's foot hurts.

land

Some animals live on the land and some live in the sea.

magic / magician

This is a magician. He does magic.

ship

They went on a ship.

show

Everyone loved the show.

'No way!'No way!

VerbsPresent Pastbreak brokeget off got off

D r e a m W o r k sShrek the Third

CHAPTER ONE'I want to be King!'

Prince Charming was a handsome man but he

was horrible!

'I want to be King of Far Far Away,' he thought.

But he needed help to be King. So he went

to see some fairy tale villains. They weren't nice

people! They didn't like Prince Charming.

'My friends, listen to me!' said Prince Charming

to the fairy tale villains.

'What do you want? We're not your friends!'

they all shouted.

But Prince Charming needed their help. He

had an idea!

Shrek and Fiona were with the Queen of

Far Far Away.

'The King is not well,' the Queen said to

them. 'You two must do the King's work.'

So they did the King's work. Shrek was not good at it!

Shrek had to wear the King's shirt and trousers. 'I don't like this, Fiona,' he said.

Shrek started a fire in the castle.'Oh no, Shrek!' said Fiona.'Sorry,' said Shrek.

Shrek and Fiona went to see the King. 'I'm dying,' the King said.

Fiona started to cry.'Shrek, can you be the new King?' asked the

King.'Oh no!' thought Shrek. 'Ogres aren't good

kings!' he said. 'Do you have an heir?''Yes. His name's Arthur,' said the King and then

he died.

CHAPTER TWOThe next heir

The Queen and Fiona were very sad.

Shrek talked to his friends, Donkey and Puss In

Boots. 'We must find Arthur,' he said. 'He's going

to be King of Far Far Away.'

So the three friends went to find Arthur.

'Bye!' shouted Shrek from the ship.

'You're going to be a father, Shrek!' shouted

Fiona.

'A father!' thought Shrek.

'Don't be frightened,' said Donkey to Shrek.

'I love my children and I'm a good father. You'

going to be a great father too, Shrek!'

But Shrek was frightened.

'Me? A father? No way!' he thought.

At the same time, in Far Far Away, Prince

Charming talked to the villains.

'No one understands us,' he said. 'The good

fairy tale characters have the best of everything.

Is that OK?'

'No!' they all shouted.

'Then come with me,' said Prince Charming.

'We're going to Far Far Away!'

'Yes!' they all shouted.

In Far Far Away, the villains broke things and

people were very frightened.

'Let's go to the castle!' shouted Prince

Charming .

At the castle, Princess Fiona was with her

friends - the princesses, Dragon and the fairy

tale characters.

Suddenly, the friends stopped talking.

BANC!

Prince Charming and the fairy tale villains were

inside the castle.

BANC!

'You go!' said the fairy tale characters to

Fiona. 'We're going to stop them.'

'Quick!' said Princess Fiona to the princesses.

'Let's go!'

Prince Charming and the fairy tale villains ran in.'I am the new King of Far Far Away!' shouted

Prince Charming. 'Where are Shrek and Fiona?'No one said anything.'WHERE ARE THEY?' shouted Prince Charming

to Pinocchio.Pinocchio was very frightened. 'Shrek went to

find the heir to Far Far Away,' he said.'The next heir,' said Prince Charming. 'We must

find him!'

CHAPTER THREEIt's magic!

Shrek, Donkey and Puss In Boots were at sea. They saw a school.

'Stop the ship,' shouted Shrek.They got off the ship and walked into the

school.'I think that Arthur is a school boy!' said Shrek. They found Arthur.'Arthur, you are the King's heir,' said Shrek.

'Come to Far Far Away.''Me, a king!' said Arthur. 'Wow!'

They jumped on the ship with Arthur.

BANG!

Arthur crashed the ship. The ship had water

in it. They went onto the land.

They saw an old man. He was Merlin the

magician!

'Please help us!' said Arthur. 'Please do your

magic. We must go to Far Far Away.'

'I don't know. I don't do much magic now/ said

Merlin.

Arthur started crying. 'Please!' he said.

Suddenly, there was a 'BANG!' and a 'CRASH!'

Shrek, Donkey, Puss In Boots and Arthur were in

Far Far Away! 'Wow!'they said.

Fiona, the Queen and the princesses were

outside the castle.

'What's Prince Charming doing? We must find

out,' said Fiona.

'I know! Quick! Let's go into the castle!' said

Rapunzel.

They went after her and there was Prince

Charming. Rapunzel ran into his arms.

'This is the new Queen of Far Far Away,' said

Prince Charming.

'Shrek is coming back!' shouted Fiona.

'Good,' said Prince Charming, 'but first you're

all going to prison!'

Now in Far Far Away there were villains

everywhere.

'This is horrible!' said Shrek.

They found Pinocchio.

'Where's Fiona?' asked Shrek.

'She's in prison. Help her!' said Pinocchio.

'There's going to be a show and Prince Charming

is going to hurt you.'

"Oh no!" said Shrek.

CHAPTER FOURThe horrible show!

Prince Charming thought about the show. He was very happy. 'No more Shrek!' he said with a horrible laugh.

Shrek, Donkey, Puss In Boots and Arthur found Prince Charming inside the castle.

'Where's Fiona?' shouted Shrek.'Oh good, Shrek! You're here! And here's the

new King - Arthur! Ha ha!' Prince Charming laughed. His face was close to Arthur's. 'I'M going to be King.'

'No, stop!' Shrek shouted. 'He's not the heir. I

am, OK?'

Arthur looked at him. 'But you said ...'

'I didn't want to be King. I had to find

someone. And I found you,' Shrek said.

'OK, then,' said Prince Charming. 'Arthur, you

can go.'

So Arthur went. He was very sad. 'Shrek never

liked me,' he thought.

The fairy tale villains put Donkey and Puss In

Boots in prison with Fiona and the princesses.

'Donkey! Puss! Where's Shrek?' asked Fiona.

'Prince Charming's going to kill him in his show,'

Donkey said sadly.

The Queen was very angry. She was very

strong when she was angry. 'I can break the

prison,' she said. And she did it!

'Wow!' said Donkey.

'Let's help Shrek!' said Fiona.

Everyone ran out of the prison.

Prince Charming and the villains started the show. Shrek was very sad.

Fiona, the princesses, Donkey, Puss In Boots and the fairy tale characters ran to the castle.

Suddenly, Donkey saw Arthur. 'Don't go!' shouted Donkey. 'Prince Charming wanted to hurt you. Shrek helped you!'

'I'm coming with you!' Arthur said.At the show, things were bad for Shrek. His

friends wanted to help but it wasn't easy.

Suddenly, Arthur shouted, 'Stop the show!You don't have to be villains. Look at Prince Charming. He's horrible and he's never happy!Do you want to be like him?'

'No!' said the villains.'Wait! Don't listen to him. I'm the King!' shouted

Prince Charming.'No,' said the villains. 'Arthur is our King.' 'Ar-thur! Ar-thur!' everyone shouted. They were

very happy with the new King.Shrek and Fiona were happy again too!'Arthur is going to be a great king,' said Shrek. 'And you're going to be a great father,' said

Fiona.

THE END

R e a l W o r l d

mast

J O U R N E Y S B Y S E ADo you like travelling by sea? We look at journeys by sea from a long time ago until now.

8200 - 7600 BCPeople used boats a long time ago. First they made boats from trees. They made short journeys in these boats.

1550 - 1600People made bigger boats. They made ships with sails and three or four masts. Sir Francis Drake, Vasco da Gama and Christopher Columbus used these ships. They made journeys to look for new places.

boat

sail

1818 - 1970Then people stopped using sails on ships. Ships had engines. They were bigger and faster. From 1818 ships went over the Atlantic. People travelled between New York and Liverpool.

The Titanic was a famous ship. It started sailing from Liverpool to New York in April 1912. It crashed into an iceberg. Many people died.

The Titanic

TodayToday some people like holidays on a ship. This is a 'cruise'. Cruise ships are very big. A journey on a cruise ship can be short or long.

Would you like to go on a cruise? Where would you

like to go?

What do these words mean? Find out.use journey engine iceberg holidays

After you read1 True (v ) or False (X) ? Write in the box.

a) Prince Charming wanted Shrek to be King.

b) The villains were nice people.

c) Shrek didn't like being King.

d) The King had an heir.

e) Donkey has children.

f) Snow White helped Prince Charming.

2 Match the questions and answers.a) Where did Shrek find Arthur?

b) Did the villains help Prince Charming?

c) Who can do magic?

d) How did Shrek go over the sea?

e) What frightens Shrek?

f) What happened to Fiona's dad?

i) By ship.

ii) In the school.

iii) He is going to be a father.

iv) He died.

v) Yes, they did.

vi) Merlin can.

Where's the popcorn?Look in your book. Can you find it?

Puzzle time!1 Write the words in the crossword.

FARFARAWAY

Across

2) Shrek is going to die in Prince Charming's horrible

3) The magician used ..................

4) The ship h a s .................. in it.

5) Shrek thought:'Me? A father?........................ '(2 words)

Down

1) Arthur was King o f ......................................

2) They went over the water in a ..............

3) Who can do m ag ic?......................

2a How tall are Shrek and his friends? Match the characters with their heights.

Gingerbread Man Shrek Donkey Fiona Puss in Boots

tallest

Gingerbread Mansmallest

2.06 metres 1.75 metres 1 metre 75 centimetres 10 centimetres

b How tall are you?

3 Who is it? Match the description with the picture.

i) He's green. He isn't welt He is a frog.

ii) He has long hair. He's handsome. He is horrible.

i v ) She isn't a good friend. She loves Prince Charming.

iii) She's green. She's an ogre. She loves Shrek.

She has long hair.

Imagine...

1 Choose your favourite character from Shrek.Can you ...

walk like him / her?

say 'Hello' like him / her?

sing like him / her?

eat like him / her?

read a book like him / her?

2 Work in pairs. Choose a character and an action. Tell your partner what to do. Take turns.

Run like Donkey!

Sing like Shrek.

Shrek

Princess Fiona

Donkey

Merlin

Prince Charming

Chant

1 Listen and read.

Who am I?

I'm Fiona.

I am green.

I'm an ogre,

Not the Queen!

I am Shrek.

I am frightening!

I don't want

To be the King!

I am Arthur

From over the sea.

I'm the heir,

The King - that's me!

I'm Prince Charming.

I had a show.When Shrek came along,

I had to go!

2 Say the chant.

Adapted by: Annie Hughes

Publisher: Jacquie Bloese

Series consultant: Annie Hughes

Series development manager: Fiona Davis

Series designer: Dawn Wilson

Popcorn logo design: Eddie Rego

Editor: Emma Grisewood

Designer: Annette Peppis

Picture research: Emma Bree

Illustrations: Judy Brown (pages 4 and 5)

Photo credits:Pages 26 & 27: Imagebroker/Superstock; M. Gutjahr/iStockphoto; North Wind/AKG.

tm & © 2011 DreamWorks Animation LLC.All Rights Reserved.

The publishers would like to thank the following teachers for their assistance in the development of the Popcorn ELT Readers series:

Simone Horlle de Campos, Colégio Metodista Americano, Porto Alegre, Brazil; Ana Maria Zanela Monte, Yazigi Internexus Indaiatuba, São Paulo, Brazil; Dragana Jukic, Osnovna skola Stjepana Antolovica, Croatia; Caroline André-Riveccié, Collège Elsa Triolet, Venissieux, France; Karine Roudière-Lange, Collège Jules Ferry, Langon, France;Dr Grit Bergner, Staatliche Grundschule, Stadtroda, Germany; Penelope Giannopoulou, Papaeliou School-Peiraias, Athens, Greece; Shefali Kulkarni, Trivandrum, India; Maria Silvestri, SMS N.Dizonno, Triggiano, Italy; Helen Turner, International School of Como,Italy; Akio Feurawaka, SEG, Tokyo, Japan; Catherine Littlehale, Notre Dame Elementary School, Kyoto, Japan; Harumi Onimaru, Meisei Gakuin, Tokyo, Japan; Rory Rosszell, Meiji University, Tokyo, Japan; Daniel Stewart, Kaisei Academy, Tokyo, Japan; Atsuko Takase, Kinki University, Osaka, Japan; Jake Tobiyama, Osaka Gakuin University Senior High School, Japan; Vitalija Meilune, National M.K. Ciurlionis School of Arts, Vilnius, Lithuania; Michelle Hughes, The English Institute, Setubal, Portugal; Tatyana Kuznetsova, School#20, Khimki, Moscow Oblast, Russia; Helen Marjan, Lorna Whiston School, Singapore; Ana Kaps, OŠ Franca Rozmana-Staneta, Slovenia; Beatriz Alonso & Lupita Mendoza, British Council, Somosaguas Teaching Centre, Spain; David Enright, Spain; Marilyn Miller, Colegio Entreolivos, Seville, Spain; Kim Ashmore & Nicole Taylor, University of York, UK.

Published by Scholastic Ltd. 2011

No part of this publication may be reproduced in whole or in part, or stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without written permission of the publisher. For information regarding permission write to:

Mary Glasgow Magazines (Scholastic Ltd.)Euston House 24 Eversholt Street London NW11DB

All rights reserved

Printed in Singapore

Download free Teacher's Notes for this reader at:

http://www.popcorneltreaders.com/

shrek3

Level 3High Beginner

dream w orks

Shrek the third

Popcorn elt Readers

Level 3

'Shrek, can you be the new King?'

The King is dying but Shrek doesn't want to be the new King. With Donkey and Puss In Boots, he goes to find Arthur, the King's heir. But Prince Charming has other ideas ...

Popcorn ELT Readers are a series of low-level graded readers for students in the early stages of learning English. Based on popular films, TV series and

classic children's literature, the range of titles is designed to motivate and engage younger learners. Each title includes a variety of fun activities, which cater for different learning styles, and is supported by online teacher's notes.

Level 1Early Beginner

For students beginning to read in English

200 headwords

Level 2Mid-Beginner

For students gaining confidence in reading in English

250 headwords

Level 3High Beginner

For students reading confidently in English

300 headwords

www.popcorneltreaders.comPopcorn elt

ReadersSTORY WORDCOUNT: 1116

ISBN 97 8- 1- 90 6-86128-5

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