The first 'Shrek' was a perfect example of a post-'Toy Story' CGI film. It had likeable characters, a whimsical plot, jokes aplenty and both parents, teenagers and young kids could take something from it. It was the reason it, and its sequel, were such crowd-pleasing hits. 'Shrek the Third', however, hits all the notes (unfortunately) its two predecessors had: mash-up of childhood fairy tales, hilarious sidekicks and a cast of bizarre characters (Merlin is an ex-teacher/hippy), it lacks all the fun of the other

films. It's a paycheck movie for all involved and all the heart is gone. Which makes it all the worse because the film could have been something really special, and instead falls by the wayside with a paper-thin plot and jokes that rarely fire on all cylinders.

    Everyone's favorite big green machine, Shrek (Mike Myers) is now married to Princess Fiona (Cameron Diaz) and things are going great, until the king falls ill and Fiona and he are forced to take over the kingly duties, something Shrek is not thrilled with. He would much rather go back to his hut in the woods and spend his days in blissful happiness. Naturally, there would not be a movie and soon enough, the Frog King (John Cleese) dies and says that besides Shrek, there is one other person who is in line for the throne, Arthur (Justin Timberlake) and sure enough, Shrek embarks on yet another journey to find the new king across the sea. Joining him, of course, are his ever faithful companions Donkey (Eddie Murphy) and Puss in Boots (Antonio Banderas), who have perhaps the best back and forths in the entire film. Meanwhile, back home, Prince Charming (Rupert Everett), along with the other villains in fairytaledom, stage a coup and take over, kidnapping Fiona and her fellow princesses.

    Originality is not the key ingredient in Shrek the Third. The villains all feel a little derived from previous installments, especially Captain Hook, who feels like a second-rate Robin Hood. The story serves mainly as a jumping off point for bizarre misadventures, such as when Donkey and Puss switch bodies, all while building to a head of some thematic, emotional climax. In this case, it is learning to accept who you are and what you have to do in life. Fiona is pregnant and Shrek, in true Ogre fashion, isn't thrilled and the journey is as much about him coming to grips with being a father than it is about finding

    The voicework is, as always, top notch, as it would be with the enormous amount of talent involved with it. Myers and Fiona are well adjusted to their roles by now, and let's face it, by now Myers IS Shrek and little else. Joining them are a slew of SNL members, both past and present: Cheri Oteri, Maya Rudolph, Amy Poehler and of course Eddie Murphy. Joining John Cleese is the completely throwaway character of Merlin, voiced by fellow Python alum Eric Idle. The newest member, Timberlake, didn't impress, whether it was because he wasn't singing (though that was not a problem in 'Alpha Dog') or because his Arthur felt so bland as to be painful, I can't be sure. Banderas, however, remains the top of Shrek voice acting. His Puss in Boots (or Donkey in Boots) is one of my favorite characters and Banderas nails the suave, sophisticated swashbuckler to a tee. Plus, the cat is adorable.

    Visually speaking, this is the best looking of the Shrek films. I know, crazy right? Amazing what a few years can do for digital technology. Every frame is beautifully rendered and the human characters, especially soon-to-be-King Arthur and some of the princesses, look almost likelike in their digital glory. It doesn't top 'Advent Children' from last year, but it is definitely the most remarkable CGI showcase thus far, and it can only get better.

    There's little more that needs to be said. Have you seen 'Shrek'? Have you seen 'Shrek 2'? Well, then you've seen 'Shrek the Third'. The jokes may be placed differently, but it's third verse, same as the first...and second. The prior two I could safely call 'date' movies. Hell, I went on a date with people to go see them both, but I can't endorse this one as one anyone over the age of 12 will enjoy the same way. Yeah, there are funny parts, but there's nothing deeper than the jokes given. The Shrek franchise was always more about wit than it was sight gags and sadly, the wit is gone, as if the writer's simply ran out of funny things to say and just went with the old standbys. Sure, it's pretty to look at, but underneath it all...lies little else. Nonetheless, after this weekend's take, I can guarantee a Shrek 4 (I believe they started on it before release, actually) and I can only wonder: well, where do they go from here? We are quickly running out of fairy tales. And I think, for once, that's a good thing.

a king to take over and "father" the country, as it were.