After their fairy tale wedding, Shrek and Fiona (voiced by Myers and Diaz) are settling down to life in the swamp with their chatty Donkey (Murphy) when they're summoned to meet Fiona's parents, the King and Queen of Far Far Away (Cleese and Andrews). But once they make the long journey, they find themselves in the middle of a power struggle involving the Fairy Godmother (Saunders), who wanted her primadonna son Prince Charming (Everett) to marry Fiona instead. Enter the sword-for-hire Puss in Boots (Banderas) ... but which side will he take?

Where the first film parodied Disney fairy tales, this one takes aim at Disneyland itself: Far Far Away is a spoofy blending of Disney's Magic Kingdom with Hollywood--ripe for picking, but not exactly difficult to make fun of. Fortunately, the writers maintain a steady stream of very smart jokes. While each frame is packed with subtle gags, the dialog and animation are full of inspired comedy--witty one-liners, pop culture references, song snippets and rapid-fire takes on other films. The opening sequence alone pokes fun at Lord of the Rings, The Little Mermaid, From Here to Eternity and Peter Pan. And animation is breathtakingly gorgeous, often looking so photo-realistic that we double-take.

Meanwhile, the endearing characters continue to grow on us, given sharp life by the actors. Myers, Diaz and Murphy continue their heroic, romantic and annoyingly hilarious work, respectively. Of the new characters, Banderas' Puss in Boots is the film-stealer, with a combination of voice and animation that are hilariously inspired--all suave machismo and kitteny coquettishness. And Saunders' Fairy Godmother is outrageously colourful, sweet and vicious in equal measure, and given the film's two funniest musical numbers. The film is full of the usual fart jokes and running gags, cross dressing (King as an Ugly Stepsister) and general romantic chaos, culminating, of course, with a kiss at midnight. Awww!