Take A Look Behind The Scenes

Shrek is back, still booger-green and still united with loving wife Fiona and loyal but not too bright pals Donkey and Puss In Boots. But he's in trouble again, and he needs even more friends, like The Gingerbread Man and Justin Timberlake and Regis Philbin ... Wait! Just who's in the fairy-tale cast of "Shrek 3?" Keep clicking to find out.

Take A Look Behind The Scenes

Let's take this from the top, and sort out the wacky world on screen and behind the scenes of "Shrek 3." Here's Shrek, the lovable ogre with a Scottish accent who lives in a swamp, and likes it. But how did an ogre get a Scottish accent?

Take A Look Behind The Scenes

The ogre has a brogue because Mike Myers, who voices Shrek, thinks Scottish people are a riot. "What I love about the Scottish people, which is part of my heritage, is they go from, 'I love you; come here,' to 'You get out of my house!' " Myers said. "Scottish people are hilarious when they're angry." At left, Myers appears at a 2006 tribute to Sean Connery.

Take A Look Behind The Scenes

In their first two movie adventures, Shrek and Princess Fiona of Far, Far Away meet, fall in love, and win over her parents to the idea of an ogre for a son-in-law. But now, the plot thickens. Her father, the frog king, is about to croak. And Fiona is expecting a little ogre. Are Shrek and Fiona ready to rule a kingdom and raise a baby? In a word, no.

Take A Look Behind The Scenes

The voice of Fiona is supplied by Cameron Diaz, who looks a whole lot more like Fiona looked before she kissed the ogre. But there's another fairy-tale twist in this plot: the cast of "Shrek 3" includes a starring role for Diaz's ex-boyfriend Justin Timberlake. At left, Diaz arrives at the 2007 Vanity Fair Oscar Party at Mortons on Feb 25, 2007 in West Hollywood.

Take A Look Behind The Scenes

The plot thickens as Shrek sets off to find Artie, the geeky teen who's destined to take the throne. Justin Timberlake was chosen to update the Prince Arthur legend. "We had seen him on 'SNL' and were blown away by how funny he was," producer Aron Warner told The Associated Press. "He's got a great presence and a great voice and is clearly funny, so he's going to help us make this character what he needed to be."

Take A Look Behind The Scenes

"You feel you've got a lot to live up to, man," Timberlake said about being the new kid in Shrek's world. "Every character is so good. When you come into 'Shrek,' you definitely feel you have a lot to prove." At left, Matt Baer, head of effects for "Shrek 3," works at a monitor that shows an image of Timberlake's character Artie with Shrek.

Take A Look Behind The Scenes

We're not sure Puss In Boots is going to like the competition from another hunky hero. After all, Puss is voiced by Antonio Banderas. At left, Puss In Boots goes eyeball to eyeball with Shrek.

Take A Look Behind The Scenes

The makers of "Shrek 3" promise technical advances that make even minor characters look their best. That's a bit scary for the actors, who wonder if they could one day be replaced by simulations. "It makes me shake in my pants," Banderas jokes. "Someday, they may not need actors anymore. That's why I'm going to Broadway, man." Here, Banderas attends a party promoting "Bordertown" in Berlin on Feb. 15, 2007.

Take A Look Behind The Scenes

But there's plenty of work for actors in "Shrek 3," including Larry King and Regis Philbin as Ugly Stepsisters; Rupert Everett as Prince Charming; Ian McShane as Captain Hook and Amy Sedaris as Cinderella. Oh, and two guys from "Monty Python's Flying Circus," John Cleese and Eric Idle. From left, Terry Gilliam, Cleese and Idle arrive at the premiere of "Monty Python's Spamalot" in Las Vegas on March 31, 2007.

Take A Look Behind The Scenes

And, of course, there's that scene-stealing Donkey, voiced by Eddie Murphy. At left, Murphy and Tracey Edmonds arrive at the Academy Awards on Feb. 25, 2007 in Hollywood.

Take A Look Behind The Scenes

The gargantuan "cast" can thank advances in computer animation since the first "Shrek" in 2001. "In the past, we had issues where our hero characters looked great because we spent so much time on them, but the generic characters, the secondaries, didn't look quite so good, to the point where on 'Shrek 1' we tried to stay away from them," said visual-effects supervisor Philippe Gluckman. "Now they all look great."

Take A Look Behind The Scenes

The 350 people who worked on "Shrek 3" created more realistic fire and water images, developed ways to mimic how light behaves in the real world and even simulated the seasick oscillations of live-action shipboard scenes, where the camera lags a tick behind the rocking of the waves. At left, Tim Cheung, head of character animation," works at the PDI-DreamWorks complex in Redwood City, Calif., on April 4, 2007.

Take A Look Behind The Scenes

Peter Zaslav, art director of "Shrek 3," left, and Guillaume Aretos, production designer, arrange a model ship at the PDI-DreamWorks animation complex in Redwood City, Calif., April 4, 2007.

Take A Look Behind The Scenes

The "Shrek 3" crew scrapped the basic computer models of the lead characters and rebuilt them from inside out to take advantage of the subtler anatomy now possible in animation. At left, co-director Raman Hui poses at the PDI-DreamWorks animation complex in Redwood City, Calif., on April 4, 2007.

Take A Look Behind The Scenes

Still, the filmmakers had to remain true to the look of the original film. "The motor inside 'Shrek' is all brand-new. The outside is almost the same," said Lucia Modesto, a character technical-direction supervisor. At left, Guillaume Aretos, production designer, works on a model set on April 4, 2007.

Take A Look Behind The Scenes

It wouldn't be a "Shrek" movie without goofy bit players like The Gingerbread Man. "Gingey tries to steal the show," says co-director Raman Hui. But director Chris Miller kept the focus on the leading man: "When you have all these characters, a lot of them you want to spend a lot of time with ... But at the end of the day, it's supporting Shrek's story."