Bucking the odds against a 2nd sequel delivering the excitement and discovery of a hugely successful original, and after a first sequel ("Shrek 2") that outdid its predecessor by $hundreds of millions and critical approval, Shrek the Third holds onto the cast of characters and the animated expressiveness that marks the series. Warmth, good humor, never crossing into "R" rating territory or scariness for the young 'uns, the continuing storyline may not be plowing new fields but it proves itself worthy of its inheritance even though a key character had to be put away in order to achieve it.

Harold (John Cleese), the king of Far, Far Away, now a frog, is on his deathbed, surrounded by Shrek (Mike Myers), his daughter Princess Fiona (Cameron Diaz) and wife Queen Lillian (Julie Andrews). As he gasps his last breaths he attempts to appoint Shrek as his preferred royal replacement. But Shrek doesn't see himself as "his Ogreness" and pleads for an alternative. Between spasms of death-like silences before he croaks, the king ekes out the name of a last-living relative who could be a candidate: Arthur, aka Artie (Justin Timberlake), Fiona's half-brother.

Now a student in a remote region known as Worcestershire, an institution for elite snobs, Shrek and posse, consisting of our old friends Puss in Boots (Antonio Banderas) and Donkey (Eddie Murphy), take off to find the lad. What they find is a bullied one who feels himself far too much a loser to consider a position as royal head of anything, let alone a kingdom. But Shrek gives him no choice in the matter and all but carts him home.

Meanwhile, Prince Charming (Rupert Everett), a failed stage actor in dinner theatre, is plotting a takeover of the kingdom. For this enterprise, he exploits the inferiority complexes of a bar-full of local miscreants and low-achievers feeling sorry for themselves. Promising them their own happy ending for once, he forms his own little army with the likes of Captain Hook (Ian McShane), Cyclops (Mark Valley), the Headless Horseman (Conrad Vernon), the Evil Dwarf (David P. Smith), Evil Trees 1 & 2 (Andrew Birch & Christopher Knights), a flying witch or two, and more. Charming's chief rival and nemesis, now, is Shrek who must be permanently dealt with if his plan to rule the kingdom is to be achieved.

Awaiting us on this trip are a few new characters (Merlin the magician by Eric Idle, Pinochio by Cody Cameron, Mabel by Regis Philbin), and Fiona's own posse of royal gal-pals, bringing in more than a hint of the feminist element: Snow White (Amy Poehler), Sleeping Beauty (Cheri Oteri), Rapunzel (Maya Rudolph), Cinderella (Amy Sedaris), aka, "Cindy" and transgender toughie Doris (Larry King). Oh, you don't want to stir up the wrath of this group, especially with the princess's pregnancy.

Rarely in the world of animation have principal characters been so humanly animated. The subtleties and shadings of expression are rendered so well that facial reactions are the source of much good humor and levels of understanding. Besides Shrek, himself, Fiona's reactive complexity gives her a personality that makes you want to put your arms around her and hug. (Doing that to her voice actress will do just fine, as well.) While no cinematographer is credited since lighting is part of the animation, a signature of the amazing talent involved is the absolutely correct and emotionally supportive feeling of light that pervades every frame.

Which amounts to technical mastery. The animation team, from head of character animation Tim Cheung to head of story Rejean Bourdages are leaders of digital artists that are at the apex of their craft and whose work establishes the state of the art. The beneficiary of it is director Chris Miller who makes use of Jeffrey Price, Peter S. Seaman and John Zack's tight screenplay to draw a slightly agonizing moral at the end.

As per every 2nd sequel, there'll be much discussion about how well it stacks up against its origins. Commercially, I'd expect this installment of the franchise to do well but fall short of the $920 million worldwide take for "Shrek 2." Still, any sizable profit will undoubtedly inspire more. Just as comic books don't stop at two but go on for years with new stories and characters, one gets the distinct feeling of Shrek the Third as a continuing presence.

If the story doesn't seem as adventurous or if the characters not as fresh, it may be simply because too much is expected every time out. However, there's so much to marvel at here that adapting to this reality isn't all that difficult. This sequel is more justified than many another "third."

In the basic mold of buddy sidekicks, Donkey and Puss In Boots have no standout moments. The blow-your-socks-off originality of these two when they were introduced has fizzled into functional roles that serve to expose their big pal's state of mind and not much more. They're still terrific creations, however, that could be mined for rich humor and occasional hilarity in future episodes.

Though familiarity fills in for originality, that's not the stuff big tentpole series should depend on for long futures. But, sustaining the franchise is the fact that parents can take their kids to this 3rd Shrek for a safe and solid good time. Adults, if not too demanding about each sequel topping its predecessor and not too hardened against the goodie-goodie nature of it, can come out of the theatre with the same sense of fun.

                                      ~~  Jules Brenner