Grade: C-

Directed by: Chris Miller and Raman Hui

With an incredible franchise and throngs of adoring fans, you could think that Shrek, Fiona and Donkey could all pick up a copy of the telephone book and read it, then walk away with a hit movie, and it would be in theaters for months. Unfortunately, reading from the phone book is not far from what happened with Shrek the Third.

The Shrek franchise is one of my favorites. The concept is awesome. You have an adulterated fairy tale designed with a lot of crude humor meant to elicit giggles and laughter from kids, and you have plenty of subtle, adult references and jokes that keep grownups smiling. The animation is top-notch, to the point where you are simply amazed as to how far animation has come these days.

Stating that, Shrek the Third recycled some jokes from the first two installments and came up with its own original material. However, much of that original material lacked the charm and wit of the previous films. Don't get me wrong - there were some lines that were very funny - rather, they were just fewer and more far between than what would have been desired.

Shrek the Third starts off with the gang still in Far Far Away. King Harold ( John Cleese) is still a frog, but he is dying. Shrek ( Mike Myers), Fiona ( Cameron Diaz), Donkey ( Eddie Murphy), Puss in Boots ( Antonio Banderas) and Queen Lillian ( Julie Andrews) are all surrounding the king, listening to his last words. King Harold wants Shrek to rule Far Far Away, but all Shrek wants to do is to get back to his swamp. When Shrek refuses, Harold tells him that there is one other heir - a boy named Artie ( Justin Timberlake) who is off at High School.

In the meantime, Prince Charming ( Rupert Everett) is planning a means to take over the throne, as he is still bitter after losing it in his failed coup attempt in Shrek 2. He manages to meet with several fairy tale ruffians who were at the losing end of the Happily Ever After stories, and convinces them to band together to help make Charming the king.

Just prior to Shrek sailing off to High School to locate Arthur, Fiona informs him that she's pregnant. Shrek has a few responses in his mind, none of which are positive. But, it does lead to an interesting dream sequence.

All of this leads to a ton of potential that just never materialized in the story, and thus, was very disappointing.

In the previous Shrek films, you knew to hang around to the very end of the credits because there was a featurette at the end. Unless you enjoy listening to bits from the soundtrack, Shrek the Third fails to include any reason to stick around. This, too, was a disappointment.

If you are gung-ho on seeing this installment of Shrek, then you better get to the theater soon. Unlike the two previous movies, this one will be in and out of the theater quickly.