Shrek 2
dir. Andrew Adamson
Dreamworks Pictures

The first Shrek film is like the green guy himself: a big, ugly, mean-spirited ogre. The movie's vile sense of humor (Snow White as a slut who sleeps with all seven dwarves and a gingerbread man who says "eat me") was marketed and received as "hip" entertainment, when the film is simply raunch masquerading as a children's movie. To accept the original Shrek as children's entertainment is to accept the premise that kids "just don't get it," or that they don't repeat the things they hear and process it as acceptable behavior. Because kids are innately impressionable, it's immoral to directly market over-the-top vulgarity to 6-year- olds.

Look at what's going on in that film: Shrek's nemesis, King Farquaad (an unusual name that suspiciously sounds like a slant rhyme of "fuckwad"), has a castle is clearly modeled on Disney World, and his stewarding of fairytale characters places him in the Michael Eisner role. Dreamworks producer Jeffrey Katzenberg, famously slighted by Disney's head man, used this Shrek character to, among other crimes, state that he think Eisner has a small penis — or, as the ogre tells us, "is compensating for something." Katzenberg, clearly bitter about his Disney experience, wants to pulverize the Disney fairytale factory; his method is to smut up a paper-thin plot with thinly veiled hard-on jokes about Pinocchio's nose. Contrast this with Pixar and Disney's Toy Story movies, which contained rather "adult" themes like Buzz Lightyear's identity crisis and Woody's quest for immortality, without a single poop joke or penis reference. Katzenberg's bitterness might have made for good box office, but from a sheer storytelling perspective, the first Shrek is undeniably hypocritical: Shrek assumes that the audience is too hip for all that fairytale nonsense, and then turns itself into just that in its conclusion.

Thus it comes as a great relief that Shrek 2 is far less mean-spirited and offensive, while retaining enough of its irreverent tone to keep its characters fresh. In the first film, Shrek was a curmudgeon with an agenda of peace and quiet, with all the subtlety and sensitivity of Jack Nicholson in As Good As It Gets. Here, Shrek is a partially reformed husband trying to make good with Fiona's royal parents, which proves difficult, considering that their beautiful daughter now strolls the red carpet as a giant green ogre. Complicating matters, Fiona's father is in league with the Fairy Godmother, who is grooming her Maxim-chic son Prince Charming to take Fiona as a prize. In contrast with the first film, much more of the plot is grounded in multiple relationships — the sequel understands that "adult" can mean "complex," not just "with persistent smutty undertones." Kids will enjoy Shrek and Donkey's antics; adults can laugh as Shrek invades the town of Far Far Away, which has a Hollywood-like sign and houses giant factories that produce magic potions. That's a far better — and more adult — critique of the fairy tale than Shrek commenting on Farquaad's "compensation."

Sure, there's still a disconcerting amount of toilet humor (words spelled in pigeon poop, something called "toadstool softener," Shrek and Fiona making fart bubbles in a hot tub full of mud), but Dreamworks' digital animation has evolved considerably since the original. That movie featured very little in the way of action, and what action it had was far less fluid and exhilerating than Finding Nemo's ocean current or Monsters, Inc.'s trapdoor chase. In fact, the first Shrek relied so heavily on smut that there was more drama in Fox's trailer for Ice Age (featuring a prehistoric squirrel chasing a nut across what seems like the whole Arctic ice shelf) than in the whole 90 minutes of Shrek. But the sequel has clearly devoted more time to weaving together the script and the animation; for example, the big meeting between Shrek and Fiona's father is built by a clever rotating, overlapping dialogue sequence that shows us how their anxieties are in proportion to their love for Fiona. It's a mundane plot point that a lazier film would have just trudged through, but Shrek 2 takes the time to create a sense of anticipation in the editing of the sequence.

Most important, Shrek 2 features the most bizarre and intriguing supporting character in the short history of digital animation: Antonio Banderas as the ambiguously gay Zorro tabby cat, Puss In Boots. Puss is sent by the Fairy Godmother to slay Shrek (Mike Myers) and Donkey (Eddie Murphy), but ends up joining their quest — helpful to the duo as a companion and to take screen time away from the overbearing Donkey. A swashbuckler, Puss swishes around the forest like Johnny Depp in Pirates of the Caribbean, strutting and posing in his fabulous boots and feathered hat, paralyzing enemies with his pathetic, giant kitty doe-eyes. Banderas voices Puss with the sort of camp that would have enlivened his The Mask of Zorro the way Depp did Pirates. In fact, Banderas and Puss steal the movie right from Myers and Murphy, like when Puss prepares for Shrek and Fiona's ball ("Now … we are … sexy!" in a voice that might be a parody of Chris Kattan's Antonio impression on "Saturday Night Live") or gets busted for possession of catnip in a parody of "COPS" ("Capitalist pigs!" he screams at the guards). You get anxious for the film to dispense of whatever plot it needs to get back to Puss. In a total coup, Puss upstages Donkey in a duet of "Living La Vida Loca" over the final credits. The tabby even takes a pre-emptive shot at Garfield: Puss says "I hate Mondays" as if he's a melancholy lover on a Latino daytime soap opera.

Though Shrek 2 is a vast improvement on the first film, the action-filled last act reveals that Dreamworks has yet to elevate its digital animation to the level of Pixar. There's an amusing sequence in which Pinocchio drops in to rescue Shrek, filmed as a parody of the famous Mission: Impossible scene. It's a clever premise, but as if aware of how weak the execution is, the movie resorts to showing Pinocchio getting a wedgie from thong underwear. Pixar's equivalent scenes — Woody's escape from the bedroom, or Buzz Lightyear's dramatic rescues — are individually creative works, sustained sequences of action that have self-contained dramatic arcs. Here, the action scenes are overwrought with slow-motion and liberally borrowed from other films: In addition to the Mission: Impossible and "COPS" parodies, the "Eat Me" Gingerbread Man enlargens into a Stay-Puft Marshmallow Man figure from Ghostbusters, and there's a dance sequence eerily reminiscent of the "Roxanne" set piece from Moulin Rouge. Still, Shrek 2 shows Dreamworks is finding its own voice in digital animation, a welcome development with Pixar's uncertain future. Perhaps Shrek was right about Eisner's — oops, I mean Farquaad's — shortcomings, but parents and fans of children's movies should welcome this kinder, gentler Shrek.

— Stephen Himes (stephenhimes@hotmail.com)