You're right... how do you top the first Shrek? I think the animation was even better this time around, with the movements of the characters more fluid and the art work bordering even closer to realism -- the skintones, the facial expressions, the textures, the way Prince Charming's hair moved, and it was in slow motion, too. I think Pixar perfected this in Monsters, Inc. Too bad they separated from Disney. What will Disney do without Pixar?
I liked the allusions to other movies, especially The Lord of the Rings, and I liked the twist they had on the fairy godmother, who doesn't turn out to be the good character she always is in fairy tales. Am I giving it all away now?

I love the tie-ins to modernity -- the kingdom of Far, Far Away looking like Hollywood, the "FFAPD" chasing "a white bronco", gender confusion in the big bad wolf and Pinocchio, "I Need A Hero" accompanying Shrek's urgent quest to keep Fiona from kissing Prince Charming... I could do without Joan Rivers, but this is a parallel world and what's a look-alike Hollywood without its resident hypocrite?
I'd like to watch it again, if only for the animation.
Pinky