Take one large, green ogre. Throw in a donkey that sings at the drop of a hat. Add a jealous prince and an unsuspecting heir to the throne and what do you get? The best "Shrek" of them all!

The story begins with the spurned Prince Charming (Rupert Everett) performing, badly, in a local dinner theatre production. After the show, Charming decides to drown his sorrows at the local watering hole preferred by the dregs of the fairy tale world. While in his cups Charming convinces such "losers" as Captain Hook, the Headless Horseman and an assortment of wicked witches that they all have one thing in common: they've never had the "happy ending" which their counterparts seem to acquire so easily.

Meanwhile, in the land of Far, Far Away, Shrek (Myers) and his bride, Fiona (Diaz) are summoned to the bedside of the dying Frog King (John Cleese). The king asks Shrek to assume the throne but, when pressed, discloses that there is another family member, a young man named Artie (Timberlake) that is next in line. While Shrek sails to the land of Worcestershire to bring Artie to Far, Far Away, Charming and his followers invade the kingdom and stage a new production entitled "Happily Ever After After All!" Will Charming and his minions destroy the kingdom? Will Shrek return with Artie in time to stop them? What do you think?

Director Miller was one of the writers of the first two "Shrek" films and his familiarity with the characters is an obvious help in his directing debut. The series, like the two "Toy Story" films, has always been a perfect blend of story and performance and both are done justice here. The script, credited to no less then seven different writers, is a witty combination of humor and pop culture, which other recent animated films have tried to duplicate, often with terrible results. The idea of an almost "reverse fairy tale" is brilliant and helps give a glimpse at the lives of the characters we don't root for normally. As well done as the story portion of the film is, the performances are what make "Shrek the Third" an instant classic. The three leads (Myers, Murphy and Diaz) have grown with their characters and their voices interact like old friends. Other veterans like Cleese, Everett, Antonio Banderas and Julie Andrews breathe life into their characters, giving them not only a voice but a life. Timberlake, who earned raves last year with his performance in "Alpha Dog," is a great addition to the ensemble, as are Eric Idle and Ian McShane. The animation is, as in all Dreamworks productions, outstanding, with each character given their own recognizable traits. The soundtrack is full of familiar tunes that will make you sing along in your seat.

With "Spider-Man 3" already in theatres, and "Pirates of the Caribbean: At World's End" due next week, "Shrek the Third" could be the best part of a great summer treat. Think of it as the cream filling in an Oreo!

On a scale of zero to four stars, I give "Shrek the Third"