By TODD MCCARTHY

Voices:
Shrek - Mike Myers
Donkey - Eddie Murphy
Princess Fiona - Cameron Diaz
Puss in Boots - Antonio Banderas
Queen - Julie Andrews
King - John Cleese
Prince Charming - Rupert Everett
Merlin - Eric Idle
Artie - Justin Timberlake

While still mirthful and eccentric enough to amuse his hordes of admirers, the irascible green ogre begins to show signs of encroaching middle age in "Shrek the Third." After a buoyantly funny first half-hour, stylish animated comedy takes a breather before ramping it up again for a rambunctious, girrrl-power finale that provides a convenient springboard for further adventures to come. As the $920 million in worldwide B.O. for "Shrek 2" three years ago nearly doubled the take of the 2001 original, there can be little doubt about similarly monstrous results this time around.
The "Shrek" industry continues to expand beyond the feature films themselves. The short "Shrek 4-D" bridged the gap between the first two pictures, a "Shrek the Halls" holiday TV spec looms later this year, and "Shrek: The Musical" will head for Broadway next season.

Shrek and his bride Fiona prove similarly fertile in the new outing. With the death -- in a hilariously protracted scene -- of the Frog King (voiced by John Cleese), the crown of Far Far Away is Shrek's to refuse, and refuse it he must, given the oafishness with which he performs the most menial royal functions. "I am an ogre. I'm not cut out for this," he complains to his wife, unaware she's got a wee one growing in her belly.

Pic peaks with a resultant fatherhood nightmare in which panicked Shrek is engulfed in a flood of demanding ogre tykes from whom there can be no escape. But before he is forced to cope with fatherhood, Shrek must tend to the business of finding a replacement for himself on the throne.

Prime suspect in this line is Artie (Justin Timberlake), Fiona's half-brother, who lives in another land far far away reached by Shrek, Donkey and Puss in Boots after a lengthy sea voyage. Although the region is called Worcestershire, it bears more than a passing resemblance to the OC, given the American-accented layabouts who lard their speech with "like" and "whatever." What may have been the filmmakers' idea of an amusing gag in fact comes off as pandering to young Yank viewers.

Artie is a good-looking but dweeby outcast, the butt of fun for rival Lancelot's crew, and dismissive of Shrek's entreaties even as they travel together toward Far Far Away. Film itself is becalmed when their ship runs aground and the action is briefly dominated by a broken-down, New Agey Merlin (Eric Idle) whose magical powers aren't what they once were.

Providing more fun is Prince Charming (Rupert Everett), who, after a failed career in dinner theater, convinces a tavern full of villains (Captain Hook, Cyclops, et al.) to join him in conquering Far Far Away and enjoy their own happy ending for once. Ultimately opposing them is a band of heretofore sweet young things (Cinderella, Sleeping Beauty, Snow White and Rapunzel among them), who take matters into their own hands while Shrek, Artie and Fiona are sorting out their futures.

Having moved on to "The Chronicles of Narnia" franchise, Andrew Adamson, director of the first two "Shrek" entries, has handed the reins to Chris Miller, who worked as a story artist and provided vocals on the earlier installments. From a visual and storytelling p.o.v., transition is seamless. Notable details this time include the attention to facial and physical nuance in Shrek's characterization, and the evident delight Miller and the artists have taken in the design and minutiae of the stage productions rendered in the opening and closing sequences.

Franchise stars Mike Myers, Cameron Diaz, Eddie Murphy and Antonio Banderas continue their stellar voice work, and the latter two have some choice moments in the late going thanks to a clever gag involving the Donkey and Puss in Boots characters. Musical elements are bright as usual.