Nice Pussy

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 . A From Here to Eternityjoke quickly becomes a Little Mermaidpunch line that immediately gives way to a Lord of the Ringsnod that rapidly evolves into a Spider-Man gag. It's delightful and delirious but at first a little troubling considering that the first Shrekamounted to little more than the sum of its pop-culture references and was about as slight as an issue of Entertainment Weekly.

But soon 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 Shrekis funnier, warmer and better looking than its predecessor. 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 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, again hounded by Eddie Murphy's pain-in-the-ass ass, when word is sent that the Fiona's 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. (It's a fine line indeed between parody and product placement.) The king can't stomach his once-beautiful daughter's marriage to an ogre. Over dinner, father and son-in-law brilliantly stage their own kind of food fight, a culinary kung fu ballet; the ogre's not the only one with bad table manners.

Also conspiring against the marriage is Fiona's fairy godmother, voiced by Jennifer Saunders (Absolutely Fabulous), who wants Fiona to marry her son instead, a Prince Charming (Rupert Everett) who's more like a preening princess in love with his own golden hair.

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 cuddly the next, renders Myers, Diaz and Murphy supporting players in their own feature. King Harold hires Puss to off Shrek, but he's too much of a pussy to do the job. (Maybe it's hard to kill anyone when you're licking yourself and coughing up hairballs and venomous one-liners.)

Every frame contains a fleeting gag -- a piano-playing Captain Hook who sings like Tom Waits, a bush "shaped like Shirley Bassey," a Copsparody in which knights plant catnip on Puss in Boots, a line of dialogue from Sanford and Son. But the jokes aren't mere distractions; they add to the story. Yes, they may date the movie like bell-bottoms tomorrow, but that doesn't stop Shrek 2from being wonderful today.