Even before 2001's ''Shrek'' started raking in the shekels (it grossed $479 million globally), DreamWorks was blue-skying a sequel with Pacific Data Images, the Redwood City, Calif.-based computer-animation shop that also made ''Antz.'' Codirector Andrew Adamson had spent nearly five years on the original and wasn't keen to re-up. ''I think Jeffrey Katzenberg was smart,'' says Adamson of his DreamWorks boss (a producer on both ''Shrek''s). ''He pitched some sequel ideas that maybe he knew I wouldn't like. I suddenly got very protective.''
Along with Adamson, the core voice cast was reeled back in: Mike Myers as the not-so-jolly green giant; Cameron Diaz as his now-ogre-size bride, Princess Fiona; and Eddie Murphy as Shrek's ass of a best friend. Reportedly, their back-end-oriented deal for the first movie eventually netted them $3 million apiece. Katzenberg has called their payday for the sequel -- $10 million a head upfront -- the ''biggest salary in the history of the [animation] business,'' and told The Wall Street Journal, ''They deserve every single penny.''
So what story to tell with that pricey talent? There was talk of having Shrek's mom and dad show up. (In fact, one of the earliest story concepts for the original ''Shrek'' had revolved around casting ''Happy Days''' mater and pater, Marion Ross and Tom Bosley, to voice the ogre's folks.) But Shrek hosting his own kin didn't spark as many ideas as having the newlyweds summoned instead to the Hollywoodesque Kingdom of Far, Far Away to meet Fiona's parents. ''Sending Shrek to the fairy-tale-world equivalent of Beverly Hills was pretty much the most uncomfortable situation we could think of for him,'' says Adamson. ''He's very un-image conscious.... It leads to a lot of humor, because there's a lot to make fun of in the most image-conscious place in the world.'' The story team also took inspiration from 1967's interracial-marriage drama ''Guess Who's Coming to Dinner.''
In addition to his shocked father-in-law, King Harold (John Cleese), Shrek has to contend with a sword-wielding pussycat assassin (Antonio Banderas, sending up his Zorro shtick), a jilted Prince Charming (Rupert Everett), and Fiona's conniving Fairy Godmother (''Ab Fab'''s Jennifer Saunders, who gets two musical numbers). Shrek's only ally is Fiona's mother, Queen Lillian, voiced by that touchstone of goody-goody sentiment Julie Andrews. At least she THINKS she played a sweetie. ''They ask you for readings all over the place,'' says Andrews. ''It's hunnndreds of little pieces, until it's very hard to know what it is you've done.... God knows what they've ended up with.''
THE GOOD NEWS They're already prepping ''Shrek 3.''
THE BAD NEWS It'll likely be three years before we get another chapter.