Featuring the voices of Mike Myers, Cameron Diaz, Eddie Murphy, Antonio Banderas, John Cleese, and Jennifer Saunders. Rated general.

"The position of annoying talking animal has already been filled!" So claims Donkey (Eddie Murphy) in this riotously funny follow-up to 2001's Shrek, but this time around he has little choice but to make room for Antonio Banderas, impishly sending up his Zorro persona as the equally dashing Puss-in-Boots: a dangerous wielder of swords, and even more deadly with those sad-kitty eyes.

Puss is just one of the many storybook characters swinging, jumping, and drifting through Shrek 2, which manages to be the rare sequel that equals the energy (if not quite the ingenuity) of its prototype.

Partially, this success is due to the cast, which--felines aside--is mostly of the British persuasion. This serves to underline Mike Myers's odd-man-out Scottishisms for the 10-foot ogre, while Cameron Diaz (with much less to do than before), as Fiona, continues to sound out of place with her Marina del Rey accent. John Cleese and Julie Andrews provide the voices for Fiona's parents, the king and queen of Far, Far Away, a place that seems awfully close to the theme parks of Southern California.

FFA, it turns out, is really run by the Fairy Godmother (Absolutely Fabulous's Jennifer Saunders), who is rather more wicked than most winged-granny types, particularly when it comes to her son, the blow-dried and pea-brained Prince Charming (Rupert Everett, at his most droll--and that's saying something). The charmless prince was, in fact, intended for Fiona, although with her being locked away in that dragon-protected tower and all, it's not like he ever got a gander at her. Neither have the king's denizens, who are a bit nonplussed when the disenchanted princess shows up with her oversize, trumpet-eared groom.

The bulk of the story, which grows more jaggedly episodic as it goes along, has to do with the pair's not-so-unusual postnuptial depression. Did they make the right choice? Can they ever get along with the in-laws? And which colour stockings look best with chartreuse skin? What kicks things into high gear are the intermittent intrusions from that damned godmother--who is as likely to break into song as to cast a confusing spell (the extent of her powers is never quite clear)--and the relentless stream of pop-culture nods that will have the moms and dads slapping their knees, much to consternation of their children, who are more likely hanging in to see if the Gingerbread Man will finally get eaten. Here are just a few of the movies referenced: Flashdance, From Here to Eternity, Aliens, and Apocalypse Now. In this context, the pokes at Disney and Michael Jackson look downright wholesome. (And, oh yeah, Pinocchio wears a thong.)

I've mostly talked about content, but a word should be spared about technique. The new DreamWorks film, again directed by Andrew Adamson but with some new codirectors and writers, is, if anything, even more polished-looking. That shows how fast things move in the world of computer animation; we expect constant improvements and barely even notice when they happen.