Love Conquers 

A killer cat steals a wonderful movie.

The first few minutes of Shrek 2 are cluttered with more references to the movies than David Thomson's thick, rich history text The New Biographical Dictionary of Film. Watching it is like sitting next to an ADD patient with access to a remote control and a hundred premium cable channels; you could try to keep count as the images flicker by, but ultimately it's a pointless exercise. They're piled one on top of the other -- the From Here to Eternity joke just as quickly becomes a Little Mermaid punch line that immediately gives way to a Lord of the Rings nod that rapidly evolves into a Spider-Man gag. It's delightful and delirious, but at first a little troubling, considering that the first Shrek amounted to little more than the sum of its pop-culture references and was about as slight as an issue of Entertainment Weekly. The cynic begins to wonder if the sequel isn't just more of the same -- Airplane! for the grown-ups who get the joke and another afternoon spent watching Nickelodeon for their more cinematically challenged children.

But soon enough the gags relent, and the story emerges as the main focus -- a story with spirit and soul enough to withstand the barrage of in-jokes and wink-wink-nudge-nudges, which are no longer the only thing in sight. This Shrek is funnier and warmer than its predecessor; it's better looking, too, no longer as clunky and junky as video-game graphics. It's as though the 2001 original was a demo reel for the latest installment in DreamWorks' lucrative franchise, based on William Steig's kiddie book. All the kinks have been worked out, and what emerges is a languidly paced, beautifully made, and amusingly told tale in which, duh, love conquers all with the assistance of a kitty cat who winds up the top dog.

The movie picks up immediately after the original's finale: Shrek (Mike Myers) and Fiona (Cameron Diaz) are on their honeymoon, and again hounded by Eddie Murphy's pain-in-the-ass ass, when word is sent that the princess' parents want to meet their daughter's new husband. King Harold (John Cleese), suffering from "an old Crusade wound," and kindly Queen Lillian (Julie Andrews) rule the land of Far, Far Away, a sort of combination Paramount Pictures lot, Disneyland, and strip mall dotted by such retailers as Tower of London Records, Burger Prince, Farbucks, and Gap Queen; yes, yes, 'tis a fine line indeed between parody and product placement. The king can't stomach his once-beautiful daughter's marriage to an ogre; the queen, echoing the famous Seinfeld episode, half-heartedly insists, "Not that there's anything wrong with it." (Shrek 2 is not a Guess Who's Coming to Dinner redux so much as a commingling of everything currently airing on TNT.) Over dinner, father and son-in-law brilliantly stage their own kind of food fight, a culinary kung-fu-ballet; the ogre isn't the only one with bad table manners.

There are others conspiring against the marriage, too. Fiona's Fairy Godmother, for one, voiced by Absolutely Fabulous' Jennifer Saunders, who plays the old witch more like Brando's Godfather. She's a blackmailer and tyrant, running a potion manufacturing plant out of "the old Keebler place" (says Eddie Murphy's Donkey) that's actually a sweatshop populated by elves in hazmat uniforms. Accompanied by bald, muscle-bound bodyguards in her pink stretch carriage, the Godmother wants Fiona to marry her son instead, a Prince Charming (Rupert Everett) who is more like a preening princess in love with only his golden hair. It's indicative of Fairy Godmother's sensibilities that her idea of a perfect fairy tale is Pretty Woman.

One day, perhaps, DreamWorks will allow Puss in Boots, a brilliant addition voiced by Antonio Banderas, his own feature film. The cat, feisty one moment and purringly cuddly the next, renders Myers, Diaz, and Murphy supporting players in their own feature. Puss is initially hired by King Harold to off his son-in-law; the cat, says the bartending Ugly Stepsister (Larry King), is "the only man who can kill an ogre." But he's too much of a pussy to do the job -- or maybe it's hard to kill anyone when you're licking yourself and coughing up hairballs and venomous one-liners. Among the newcomers, he's the most welcome.

This time around, the screenwriters (including one who penned Beavis and Butt-head Do America and two others responsible for Jimmy Neutron: Boy Genius) use the pop-culture gags as wallpaper -- literally, in the case of a Sir Justin (Timberlake) poster that hangs in Fiona's childhood bedroom, a charming little touch. Every frame contains its fleeting gag, be it a piano-playing Captain Hook who sings like Tom Waits and Nick Cave, a bush "shaped like Shirley Bassey," a Raiders of the Lost Ark homage scored to Pete Yorn's remake of the Buzzcocks' "Ever Fallen in Love," a Cops parody in which knights plant catnip on Puss in Boots, a line of dialogue from Sanford and Son, and Joan Rivers as Joan Rivers on the red carpet. But this time they add to the story, not detract from it -- or distract from it, to be more precise. Yes, they may date the movie like bell-bottoms tomorrow, but that doesn't stop Shrek 2 from being wonderful today.


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