AT THE RISK of sounding like Herod, I'll spell it out. The reason why the having-a-baby plot is the essence of shark jumping is that it drastically changes the characters you've come to love. The supposed conflict in such a story ends up to be whining by the hero: once that particular goose is cooked, no one is going to uncook it. And dramatically speaking, once you've admired the little cuddle bug there's not much room to move, except to come back and admire the babe again.

There are marvelous bits in Shrek the Third. Oddly, most of them involve the supporting characters, as when we watch the Gingerbread Man's life flash before his eyes, or when we hear ourselves uttering an involuntary moan of sympathy, seeing the fine Puss in Boots shivering in feline misery after falling in the water. Shrek's fairy-tale animation continues to amaze. This sequel displays new depth of field, new jewel-like iridescence, new cunning details. PDI/DreamWorks' artists succeed at the extraordinarily hard task of animating those two most difficult creatures: cats and humans.

Here Shrek (Mike Myers) seems ready to inherit the kingdom, and why shouldn't he? He is the bravest and strongest creature, and he's married to the rightful princess, Fiona (Cameron Diaz). And then the old frog king croaks, in a deathbed sequence as good as any cartoon of Chuck Jones, a bathetic checking-out as comically extended as any of Bugs Bunny's death rattles. Before his father-in-law perishes, Shrek learns of another possible heir. He sets sail with Donkey (Eddie Murphy) and Puss in Boots (Antonio Banderas) to the kingdom of Worcestershire to find the young King Arthur. Just as the ship is leaving the dock, Fiona breaks the news: she's pregnant.

We hope for an exciting quest, cross-cut with the revenge of Prince Charming (Rupert Everett). Fiona's rejected suitor turns into a small-scale Sauron who recruits Capt. Hook, the Witch from Snow White, Rumpelstiltskin and several other villains for an aerial attack on Far Far Away. Instead, we get stuck in a counseling session with the picked-upon Arthur (an abrasive Justin Timberlake), whom Shrek tries to encourage with a man-to-man talk. Both are distracted by Merlin (Eric Idle), a manky old hippie in a nightshirt, who only offers hugs, not drugs (or potions). The stories almost seem to converge: Shrek dealing with his inner fear of parenting by talking to Arthur. No matter how it's performed, or sent up, it's still the same old sitcom heart warmer.

The best-looking of the Shreks, this is also the thinnest in gag writing. The strain of trying to be all things to all people wears it out. The film keeps missing comic opportunities. When Merlin's spell accidentally switches Puss and Donkey into each other's bodies, shouldn't there have been a scene of them trying to pretend everything was normal, with Donkey trying to pussyfoot? All they do is complain about the indignity. The movie's climax—a gladiator spectacle in which Shrek is to be killed onstage—seems like a situation in which a spot of violence and darkness wouldn't have hurt. Damned if the film doesn't back away into yet another counseling session, as if the filmmakers had suddenly realized that young kids were watching.

Shrek the Third (PG), directed by Chris Miller with the voices of Mike Myers, Eddie Murphy and Cameron Diaz, plays valleywide.

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