Once upon a time, in a studio far far away, a producer took a chance on an animated film called Shrek. Despite some troubles getting to the screen, the people loved this movie, so much that the producer thought there should be another. In the deep dark woods of direct-to-video, successful cartoons got sequels that were devoid of artistry and sometimes even heart. But the mighty Shrek deserved better, thought the producer, especially since the licensing deals the first time around weren't that great.

(Notice how the lovable ogre has moved up in the world? Only Fanboys might catch this, but the first time around, the few Shrek toys were made by Todd McFarlane; now there's a full line from Hasbro. Guess Dreamworks didn't like their characters rubbing shoulders with Spawn after all.)

So movie-going audiences got Shrek 2, and it reminded them of the first movie that they had loved so much. Introducing new characters masks the basic sameness. Instead of really moving the plot forward, the Shrek franchise has already developed a formula, and hopes that nobody notices.

Well, it's pretty noticeable, but Jeffrey Katzenberg and the people at Dreamworks and PDI have made the formula awfully sparkly. If their aim is more "keep the franchise alive" than "be original," most of Shrek 2 makes up for it in sheer entertainment.

It starts out with a nice enough twist. Once more the pages turn through the story of Princess Fiona (Cameron Diaz). Instead of Shrek (Mike Myers) reading it, our narrator is Prince Charming (Rupert Everett), evidently a little late getting to his quest. The events of the first movie turn out to have been not just improbable but thumbing a nose at fate, and Charming can't take that lying down. For one thing, lying down might ruin his fantastic coif.

The only thing more dangerous than a scorned charming prince is, of course, in-laws. Shrek, Fiona and a shoe-horned Donkey (Eddie Murphy) travel to the Kingdom of Far, Far Away to admit their marriage to her parents, played in an inspired casting by John Cleese and Julie Andrews.

It's here that the cracks start to show a bit. Far, Far Away appears to be home to all the upper crust of fairy tale land, the better to pile on the jokes. But if that's true, you have to wonder why the storybook characters in the first movie didn't just go there when exiled by Lord Farquad. Perhaps they simply couldn't afford the shopping, as Far, Far Away clearly influenced Rodeo Drive.

Again, the digs at Disney and popular culture run rampant through the movie. They're also a lot more specific, stopping just short of being uncomfortable. Though The Little Mermaid's cameo is actually pretty funny, it somehow feels like we're being sold out when a computer-generated Joan Rivers look-alike appears, played by Rivers herself. The first Shrek was like a child's introduction to post-modernism with its knowing winks; Shrek 2 has moved on to simple commercialism. (On the other hand, Rivers might want to consider computer generation for all her public appearances.)

Despite the dead-on accuracy of Rivers, the rest of the characterizations actually stretch what animation can do for an actor. Counter to the usual scheme, the new characters don't look much like the people playing them, though the personalities fit perfectly. Fiona's father looks much more like Don Rickles than Cleese, for reasons the plot actually makes clear. Little of Antonio Banderas shows through the mask of Puss In Boots, other than a swashbuckling spirit and the wish that he would do more comedy. However, animators and actor have combined to create an extremely funny character. Just as Donkey turned out to be a great vehicle for Murphy, Puss In Boots fits Banderas like a glove.

Technologically, Shrek 2 sets a new bar for what computer animation can do, though still its more interested in making the unreal look real than giving us something we haven't seen before. Charming's hair looks real enough to touch (this is not fetish, merely observation). And directors Andrew Adamson, Conrad Vernon and Kelly Asbury have a flair for using intriguing camera angles to tell the story.

It all comes back down to story, and there the details just keep falling by the wayside. The evil scheme of the Fairy Godmother (Jennifer Saunders) doesn't stand up to much scrutiny, though at least it provides conflict and an excuse to skewer the musical numbers that usually show up in storybook animation.

For the sake of camaraderie, Puss changes sides for the flimsiest of reasons, setting up a pretty funny rivalry between the cat and the donkey for role of talking animal sidekick. When the chips are down, though, it dissipates instantly without any real acknowledgement.

In a momentary brilliant touch, Tom Waits appears to cameo as Captain Hook in a seedy piano bar called The Poisoned Apple, but it turns out to be just for the sake of a throwaway joke; later the evil pirate sings with a much better soundtrack-selling voice. Shrek 2 wants to appear subversive, but again, dang it, we have product to move.

Yet the movie itself does move, and if you'll pardon the pun, Shrek 2 is still charming. The theme remains the same as the first, and as the story beats also vary little, Dreamworks had best figure out somewhere else to take Shrek and Fiona as characters. Already Shrek 3 and Shrek 4 are on the docket, and guys, we get it: it's what's inside that counts. Now teach us something else.

And please include the cat in that lesson, because man, he's hilarious.

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Derek McCaw