One of the many treasures of the original Shrek film was that its parody played to us, not above us; it had the courtesy to make us feel as though we were in on the joke. If one knew their basic fairy tales they were set for the ride, and what a witty, original, exciting, funny, enjoyable ride it was. Shrek the Third has no such conviction; it dances to the beat of its own self-indulgence, which sounds faintly like the thud of patting oneself on the back. In the original Shrek we laughed when the seven dwarfs put a lady in a glass case on Shrek’s kitchen table because we knew it was Snow White and then we laughed at the payoff: “Alright, broad off the table.” Oh Shrek.

This new film plays more like a tired game of spot the reference, but when Arthur tells a gym full of classmates that he will build a city on rock and roll, or when a drunken Rumpelstilskin is almost hit by a carriage and yells, “Hey, I’m walking here,” such references are not funny or witty and serve only those who are well versed enough to catch them: how many of Shrek’s young to preteen audience will have listened to Jefferson Starship or seen Midnight Cowboy? In order for comedy like this to work, the reference must be the staring point of a joke, not the end. We spot it and the payoff comes when, from this, the joke becomes something original and clever. Shrek the Third is all reference and no payoff. By the time Led Zepplin’s Immigrant Song began to play, I was tired of hide and seek and wanted the movie to get on with itself.

If you are wondering about the plot, uninspired as it is, it revolves around the deathbed of the king of Far Far Away, who, before dying three times, passes on the reigns of king to his son-in-law Shrek. Not wanting the responsibility, Shrek pleads; surely there must be someone else. There is. His name is Arthur, who is a nephew to the king and is the laughing stock of his high school, which leads to a forced scene in which contemporary high school clichés are mocked in not so contemporary ways.

In the meantime, while Shrek, Donkey and Puss in Boots journey to find Arthur, Prince Charming, embarrassed by his career as a third-rate actor (the Prince’s dressing room gets one of the films well deserved laughs), gathers together a band of fairy tale villains and vows to take over Far Far Away, becoming the new king. There is also some goings on about Princess Fiona becoming pregnant and Shrek fretting that his ogre qualities will not make for a good parent.

As always, the animation is as good as any of the previous films and the voice work is top notch. Mike Meyes as Shrek has become so good that we accept Shrek as a real character and not simply Meyers making funny voices, Cameron Diaz as Fiona is charming, Eddie Murphy as Donkey and Antonio Banderas as Puss in Boot are fine, but their characters are forced into the tired role of tag along, and Eric Idle phones in a funny bit of business as Merlin, who taught high school magic until suffering a nervous breakdown. There is also Justin Timberlake as Arthur, who shocked many by creating the only fully developed character in the mismatched Alpha Dog, and who seems to have a decent film career in his not too distant future.

Many will tell me that I’ve been too hard on Shrek the Third; that I have missed my mark, and yet I don’t think so. Where Shrek was a wonderful, inventive and original film, this third entry never really seems to be trying to reach liftoff. Instead the filmmakers put much wasted trust in the belief that anything involving Shrek must be funny, making the film seem like a mere spoof of itself: using a threadbare plot to hang a never-ending onslaught of sight gags, tried and forced spoofs, uninspired cultural references, and inside jokes.

The truth of the matter is though, that no matter what I say here, people will still flock to the theaters and rental stores to see Shrek the Third, and who could blame them? The animation is stunning, the vocal cast is appealing, and kids will be entertained once more by characters they have grown to love. That is why I am allotting Shrek the Third with a marginal two and a half stars and going about my way. It seems that Dreamworks could make a Shrek film while blindfolded and it would still make a killing at the box office, which seems to have been, more or less, the approach taken here.