You know, three years ago, I reviewed Shrek 2 and it was almost a rave. Okay, it WAS a rave and while my love of Shrek 2 has waned with time, I still believe it to be an funny film that improved upon an already good enough first film. It’s a shame that can’t be said for the third film in the series, Shrek the Third. Much like this summer’s Spider-Man 3, we’re hit with another second sequel disappointment.

In Shrek the Third, the King of Far, Far Away (played again by John Cleese) is headed to that big lily pad in the sky and he wants Shrek (Mike Myers) to take his place on the throne. Shrek, because he’s an ogre (and we’re reminded of this fact about... 80,000 times throughout the movie) hates the idea of being king and he, along with Puss in Boots (Antonio Banderas) and Donkey (Eddie Murphy) set off on a journey to find another heir to the throne, namely Fiona’s cousin, Artie (Justin Timberlake). Meanwhile, Prince Charming (Rupert Everett) tired of being humiliated by Shrek and company decides to finally get his revenge on the Ogre crew by gathering up all of the villains of Far, Far Away and taking over the castle. All of that and Fiona (Cameron Diaz) hangs out with a bunch of other princesses (Maya Rudolph, Cheri O’ Terri, Amy Sedaris and Amy Poehler) and her mom (Julie Andrews) who try to defend the castle from Charming’s Coup.

Now, that’s a lot going on for one movie but I’ll give it this, it balances the film well. Unlike other recent blockbusters, I can’t swipe at Shrek for having too much going on since it knows how to handle it. The story’s subplots all weave organically and one part never really overshadows the other. Another great thing about the film is it’s just as beautiful looking as the first two films. Yes, no longer as fresh because audiences are now used to seeing tons of CGI films, but beautiful still.

So why is this film still somewhat of a disappointment? Because there’s no reason for this film to have been made other than money to start off with. All of the characters’ archs, I felt, had reached their conclusions by the end of the second film and here it shows it in spades. Donkey and Puss have nothing to do and are here simply because they were in the last one. Yes, both still crack a couple of jokes but they’re few and far between and feel kind of forced. And it’s the same with most of the other characters. Shrek going on about he’s an ogre and therefore can’t do this or shouldn’t do that feels like a regression of the character and by the third film, he shouldn’t still be talking like this. Fiona’s character advances a bit with her newfound interest in having a baby but it all feels very un-involving. It’s like the writers just needed SOMETHING to throw in here for her to do and it shows.

Then there’s the villain plot which would’ve been fine for a portion of the film but it’s far too lighthearted and thin for the entire film. Charming was never supposed to be more than a joke and trying to make him the big Bad isn’t believable. Don’t even get me started on the kung-fu princesses with the Kill Bill music in the background. That felt old 3 years ago! Then there’s Timberlake’s uninspired Artie who doesn’t do anything other than whine and cower until he’s predictably written to do otherwise. The whole film is just really mediocre.

Don’t get me wrong, I didn’t dislike it and I was never bored. It moves at a pretty good pace and there are some really funny gags in here. I loved Gingerbread man’s “life flashing before his eyes” scene and there was a really cool bit that pokes fun of Snow White’s singing to animals in the old Disney flick that made me giggle but there’s not a whole lot else here. My expectations weren’t very high to begin with so I’m not that disappointed but considering how good Shrek 2 was, Shrek the Third was kind of stinky.