The first Shrek belonged to Eddie Murphy's wisecracking Donkey. In Shrek 2, he was upstaged by Antonio Banderas and his suave Puss in Boots. In Shrek the Third, two sets of babies steal the show, an appropriate development since the movie's theme is parenting and taking on responsibility in a broader if not more vital sense.

Compared to the relentless cheek (remember Pinocchio's red thong?) of Shrek 2, this third film is more modest, kind, and organic. Still quite entertaining, it can be read as a peace offering to parents who were offended by the previous picture. Admittedly, it was fun watching the entertainment industry cannibalize itself as the filmmakers went beyond skewering characters from Disney movies and classic fairytales and targeted a wide swath of pop-culture content -- Hollywood celebrities and just about every movie and television show made during the formative years of baby-boomers, or so it seemed. But the barrage got wearisome and the rude tone wasn't deployed in the service of anything especially positive or creative. 

Shrek the Third is not nearly as raucous. Adults of a certain vintage will enjoy it more than kids of any age since its best quotations are from music of a particular period. "Live and Let Die" by Paul McCartney and Wings, Harry Chapin's ballad "The Cat's in the Cradle," and the relatively edgier "Immigrant Song" by Led Zeppelin and the Wilson sisters' "Barracuda" are used to humorous effect. If you weren't around in the 1970s they might not mean much.

As for the two sets of babies, the first are a cuddly brood of "dronkeys" belonging to the newly domesticated Donkey and his wife Dragon. These sweet, fire-breathing cherubs are full of affection for their Dad. The second set of offspring, baby ogre triplets, materializes at the end of the movie, nicely presaging Shrek 4.

With her father the Frog King gravely ill, Fiona (Cameron Diaz) and Shrek (Mike Myers) must attend to royal duties in the kingdom of Far Far Away. Fiona gingerly breaks the news that she's expecting, but Shrek doesn't want to hear it. His anxiety about becoming a father is matched only by his reluctance to become king as his dying father-in-law requests. After leaving to find Fiona's cousin Artie (Justin Timberlake), the next in line to the throne, Shrek has a hilarious dream about being overrun by adorably messy, pint-sized ogres.

The franchise motif of acknowledging the hurt feelings of fairytale villains and equally unappreciated characters is continued. Prince Charming (Rupert Everett), stuck trying to entertain ungrateful patrons at a backwater dinner theater, is aching to assume the throne and drafts Captain Hook, The Wicked Witch, Gepetto, Rumplestiltskin and others to stage a coup de theater. There's sympathy rather than scorn for these outcasts, and by extension all the overlooked and anonymous troupers toiling in the entertainment industry -- forgotten members of the Screen Actors Guild or retired performers from cruise line productions. Although they're hardly anonymous, casting Regis Philbin and Larry King as Ugly Stepsisters is one way the movie tips its cap to hardworking showbiz folk.

Fiona's maternity is celebrated when a passel of princesses throw her a baby shower. Snow White (Amy Poehler) gives a gift that any parent would welcome: a dwarf to serve as a live-in babysitter. Another cast addition that will strike a chord with adults more than teens or children is Merlin (Eric Idle), a New Age hippy sorcerer who trades in psychobabble and magic spells. Although Fiona's suitability for becoming monarch is oddly elided, the movie avoids being sexist by having the princesses swing into action mode and save the day.

Shrek the Third won't win any prizes for originality -- a sequence at Artie's high school is derivative -- but its affirmative tone and the relative dearth of toilet humor and sexual innuendo are welcome. Modeled on a live Disney extravaganza, the climax has hammy actor and political pretender Charming foiled by stagecraft mishaps more than blazing action. You almost feel sorry for him despite his vain perfidy. Mistakes are inevitable on stage and when rearing children, and the rigors of being an entertainter and a parent are both duly recognized.

(Released by DreamWorks and rated "PG" for some crude humor, suggestive content and swashbuckling action.)