A/N: The scene in which Shrek overhears Fiona talking about princess and ugly is always hard to watch, because that whole misunderstanding could have been so easily avoided. If Shrek had come a little earlier or later, the entire movie would have been different. So this is my version of what may have happened had Shrek taken a bit more time and not overheard what he shouldn't have.

Disclaimer: I own nothing, Dreamworks owns all.

Try as he might, Shrek couldn't help feeling like a blasted fool. He'd gotten on just fine all these years, keeping others at a good, long distance. Why fix what isn't broken? If anything, his first attempt at letting someone to get to know him had only given him grief, in the form of a small talking beast of burden.

Though, on the other hand, what would be so horrible about just trying? It's not like he'd let her affect him already or anything. Of course not. Pfffft. What's the worst that could happen? She says no? Not like he'd care.

But… what if she did?

He pushed the thought from his mind, and focused on what he would actually say to her. In his frustration, he'd accidentally destroyed the giant sunflower he'd picked as a gift, forcing him to go back and get another… two times over. Third time's the charm. Right?

He wasn't even sure what time it was, or how long he'd been gone. He'd sat on the hill watching Lord Farquaad's castle slowly fall under night, contemplating his plight. The amount of time it took him to even go and pick the flower, not to mention all his failed attempts at deciding what to say… it was late, to say that least. Maybe she'd already be asleep! Maybe this whole thing could wait till morning. Or the next day. Or-

As Shrek rounded the windmill from the backside, he noticed a grey lump huddled next to the dying embers of their fire, its legs pointed upward and twitching randomly. He smirked and rolled his eyes. At least one positive thing came'a tonight, he thought. He ascended the steps quietly. The door was open slightly, but no light could be seen. Maybe she really was asleep. Shrek sighed, and began to head back down. He all at once felt ashamed - how could he, an ogre, even dare to ask a princess to give up everything, for him? How preposterous. How-

Suddenly, from inside, he heard a faint sound of water splashing, followed by… crying?

"Uh… Princess? Are… are ye al'righ' in there?" Real smooth.

The sound of wood clattering to the floor from within startled him. What was going on in there? There was a loud sniffle, and then in a panicked tone, Fiona said, "Oh! Um- Shrek! Uh, yes, I'm-I'm fine! I just, ah- don-don't come in! Please, I, I- I'm not decent!" More sounds of commotion followed.

Shrek flushed and his ears drooped, embarrassed for interrupting… whatever it was he interrupted.

"Oh, no, ah- I was just, uh… concerned, because I, uh… yah! An' uh, well, if ye need anything… uh, yah." He cringed at himself.

"Oh, um, yes! Well… yes, um… thank you, Shrek." Her voice had softened slightly.

"Allrigh' then. Ah… well, g'nigh', there, Princess." He took a step backward toward the steps, sunflower still in hand. Yer blowing it!

"Goodnight, Shrek." Fiona sniffed again, softer than before.

Just do it!

"Ah, Princess," Shrek exclaimed suddenly, "I, ah, I- I picked this, this flower here, an' it's… it's big an' bright an'… hereit'sferyou." He impulsively threw it through the narrow door opening, clipping a few petals off in the process.

A second passed, and realizing what he just did, he smacked his forehead. Nice. Going. He listened for several excruciating seconds. Silence. Mortified, he dragged his giant hands down his face and descended the steps, defeated.

Just as his foot landed on the grass, he heard the door creak.

"Shrek?"

His heart bounced and got lodged at the back of his throat, and before he knew it he had bounded back to the doorstep. It was still closed, although the opening had grown a tad. But he respected the princess's wishes and still did not enter.

"Yes?" He attempted to sound as calm and collected as possible, with indeterminate results.

"Thank you… thank you for the flower. No one's ever done such a thing for me, and… I…" She paused, and Shrek heard her take a deep breath, followed suddenly by quick footsteps trailing away. "Could you come in, please?" Her voice echoed, much farther away than before.

Shrek's chest tightened and his hands went numb. He took a deep breath, and pushed the door open with a loud creak. Even with the moonlight from the open roof, it was nearly pitch-black inside. Shrek felt around the walls, hoping to come across a torch, but no such luck. He took a deliberate step forward.

"Fio- ah, I mean, Princess?"

"I'm over here." Shrek made his way in the direction of her voice, towards the very back. He then heard a familiar sound - a sniffle - from behind a tall stack of barrels in the corner. He pushed them out of the way, revealing a shadowy form huddled on the floor. The glint of her tiara was all Shrek could make out in the darkness.

"Princess?"

The tiara moved and Fiona opened her eyes, catching the moonlight in them.

"Um… what seems ta' be troublin' ye?" He inwardly kicked himself.

"Well… a lot, actually." She tried to laugh, but it came out as more of a sputter.

"Oh." Shrek paused. 'Oh'? All ye have t'say is 'OH'? "Ah… would ye' like to talk about it?"

Fiona was silent for a moment, then sighed, "I wouldn't know where to begin!" Her voice began to tremble again.

Shrek was at a complete loss at what to say next. His ears drooped in discouragement. "Well- I'm all ears, if ye'd like ta'." Fiona managed a chuckle, and his ears perked up again momentarily. Shrek began to kneel down in front of her, but as he neared she shrank further against the wall.

"What's wrong, Princess?" He was no longer concerned with his own fears.

Fiona burst into tears. "Oh, everything! Nothing is as it's supposed to be!" She buried her face in her knees and covered her head, completely vanishing in the shadows. Shrek was not sure what to do or say next, so he just knelt and listened. Fiona cried for several minutes more, and Shrek just sat.

Her breathing gradually regulated again, and she opened her eyes.

"Shrek?"

"Aye?"

"Why did you give me that flower?"

Shrek's voice caught in his throat before he could say anything. This IS what ye came here fer, after all. He swallowed hard.

"Well, ah- jus', ya know, over tha' las' couple days, gettin' t'know ye 'n all, I jus'- well, yer jus' so… I-" He exhaled. Just say it, ye stupid git! "I love you." As he said those words, he felt a great weight lifted from his heart, and he couldn't help but sigh in relief.

The words hung in the air for a long moment, in total silence, and that feeling of relief started to deteriorate as doubt began to-

"Really?" It was as if Fiona had just heard the first true thing in her life.

"Really, really." He smiled. No turning back now. But why would he want to?

More silence. But he saw her eyes open, and he could tell she was smiling.

"I love you, too." As she said those words, Shrek saw a change in her eyes, as if something long since dead had been brought back to life.

Shrek laughed; it was all he could do. Fiona did as well. The pair laughed together, unable to say anything. He finally offered his hand into the shadow. Fiona paused, and Shrek sensed a fleeting uncertainty. But at last she placed her hand in his. As overcome with emotion as he was, at the back of his mind Shrek ors couldn't help but note that her hand felt much more… substantial than he remembered from earlier.

"There is one thing though, Shrek, that you should know." Still holding his hand, Fiona stepped out of the shadow and into the moonlight.

It had been so long since he'd seen another ogre besides himself. He stood there for several moments, just staring, unable to fully process a reaction. Green skin, protruding ears, pudgy nose - and yet that red hair, that tentative smile, and of course those eyes. It was Fiona, there was no doubt. But… the words to express all his feelings and questions still escaped him. Perhaps he'd left them all in the sunflower field.

Fiona looked down, and her hand tensed in Shrek's. He reeled back to reality, realizing he'd been staring in silence at her, and she likely felt as he had earlier, if not worse. He stammered, just to break the silence, and said the first thing he could manage.

"Well… that explains a lot." He chuckled again, at himself, thankful he'd said something somewhat acceptable. He gently squeezed her hand, and she looked up at him again. As soon as she saw his unabashed toothy grin, her hand relaxed in his again, and she took a step forward, smiling herself.

The two ogres leaned in towards the other, any feelings of embarrassment or awkwardness lifted for that moment, and their lips met. Shrek had never felt so completely in place before. His hand rested comfortably on Fiona's side, and she in turn touched his chest.

Shrek felt Fiona's lips move away from his, and he quickly opened his eyes to see what was wrong. He closed them immediately, as a blinding gold-white light began to swirl around Fiona, apparently lifting her into the air. A supernatural wind blew through the tiny windmill, over which Shrek thought he heard a familiar voice chanting a poem of sorts. All he could do was watch.

As Fiona rotated slowly in the air, she looked down at her hands, almost expectantly. But she was not afraid, Shrek could tell. Suddenly, the most brilliant gold light - no, energy - shot from her every limb, shattering the barrels and boxes and exploding the bags of flour it hit. Shrek ducked, but kept looking up at her.

The wind began to calm, and Shrek watched Fiona's form lower back to Earth. As the light dimmed, her feet touched the ground and, gently, she fell limp to the floor, the gold dust evaporating around her. Completely bewildered by all he had just witnessed and fearing the worst, he rushed to her side.

"Fiona? Fiona…?" He touched her arm. It was warm, he noted with relief. Fiona furrowed her brow and groaned lightly, then sat up. She first looked at Shrek, still smiling. But as she noticed his still-concerned expression and drew her own conclusions, she quickly looked down at herself. She looked at her hands, front and back, then felt her torso, her face, and reached up to touch her still-elongated ears. Her eyes revealed panic. She quickly got to her feet, and Shrek rose with her, still not entirely sure how to react to all that just happened.

"I don't understand! I'm supposed to be beautiful!" She looked at Shrek again, her worried expression mimicking his. But Shrek was no longer worried. Without thinking, and without taking his eyes off of her, he said simply, "But you are beautiful." He smiled at her, earnest and simple, and took both of her hands in his. Fiona's eyes, still troubled, searched his for a moment. Finally, they softened, and regained that life from before Shrek had enjoyed so. She smiled back, a similarly toothy grin, for once unashamed of all that she was. The two giggled again, at long last whole with each other. They leaned in for another kiss, when-

"PRINCESS! PRINCESS, YOU OKAY? Thought it was a dream or somethin', then I woke up sneezin' 'n covered in gold dust-" Donkey came scampering through the dark maze of the windmill, tripping over fallen and destroyed items. "…by the way, did ya ever see where Shre-" He skidded to a halt in front of the couple. He sat on his back legs, alert, his eyes shifting between Shrek and Fiona.

"…Man, I always sleep through the good parts! What'd I miss now?!"

THE END