Producer Aron Warner offers, “We wanted to do something very different from ‘Shrek,’ by widening the scope. During the process, we were continually asking ourselves, ‘Is this funny? Is it as heartfelt? Does it have as much to say as the first movie did?’”

“We didn’t want to go back and rehash the same things,” producer David Lipman affirms. “We wanted to revisit this world, but have it be as fresh and exciting and fun as the original.”

Writer/director Andrew Adamson notes, “When Jeffrey Katzenberg first came to me about doing a sequel, I realized we had painted ourselves into a corner as far as your typical fairy tale goes: We’d let Shrek and Fiona get married, presumably to live happily ever after. But that ended up creating a whole new story angle for us. I started thinking about what happens after marriage, the idea being that you don’t just marry your spouse, you marry their whole family.”

Meeting the parents was probably the last thing on Shrek’s mind when he literally swept Princess Fiona off her feet and married her. But royal trumpets signal the end of the newlyweds’ honeymoon when Shrek’s new in-laws—the king and queen of Far Far Away—send a formal invitation for Princess Fiona to come home for a royal ball to celebrate her wedding to her “Prince Charming.”

Therein lay another important aspect of the story: meeting expectations…or rather not meeting them. Adamson says, “We all know that Fiona had expected to meet Prince Charming and live happily ever after. Well, her parents were expecting the same thing, so her showing up with an ogre, as an ogre, is a pretty big shock.”

Director Kelly Asbury remarks, “‘Shrek 2’ explores what happens when the natural balance of fairy tales is disrupted. Fiona’s parents locked her in a tower expecting a handsome prince to rescue her and break the curse that turned her into an ogre when the sun went down. They expected everything to go as planned, the way it usually happens in fairy tales. They hadn’t counted on an ogre named Shrek coming along and breaking the curse in the reverse. Now their daughter is an ogress day and night because, as he’s known to do in our fairy-tale world, Shrek skewed the direction of things a bit.”

“Shrek” derived a lot of laughter from lampooning some of our most beloved fairy tales and the sequel is no more sparing, taking aim at fairy-tale conventions, as well as some familiar movie moments. Director Conrad Vernon says that the filmmakers had fun finding more fairy tales to spoof. “We really dug into the books to pull from different fairy tales. There were a lot we hadn’t used, but the problem was that some of them are so obscure, no one has ever heard of them. So we basically stayed with familiar fairy tales, and found new ways to turn them on their ear.”

Family And Friends
New fairy tales opened the door to new characters, but “Shrek 2” could only have come about with the return of the central characters Shrek, Donkey and Princess Fiona, and, more importantly, original cast members Mike Myers, Eddie Murphy and Cameron Diaz to voice them.

Executive producer Jeffrey Katzenberg asserts, “It would have been unthinkable to have Shrek without Mike Myers, Donkey without Eddie Murphy, or Princess Fiona without Cameron Diaz. They were a huge part of the first film’s success and making the sequel without them was simply not an option.” “Our three main characters and the actors who play them are loved by our audience now,” says Adamson. “They are vital to the story. No one else could have stepped into those parts; it had to be Mike, Eddie and Cameron.”

Mike Myers once again brings a distinctive brogue to everyone’s favorite ogre, Shrek. Adamson states, “Mike is Shrek. I can’t separate the two. Mike steps into the character and it just comes out of him. Beyond his being an extraordinary actor, he is a wonderful filmmaker and storyteller, so he thinks and acts on that level, too. He knows his character as well as or better than any of us, so he was able to offer ideas that more often than not made the scene even better. It was a wonderful collaboration.”

“I’ve had a great experience being the voice of Shrek,” Myers says. “It’s funny and well-written, which is great for me as an actor. But it’s also very gratifying to me personally. Families come up to me and tell me how grateful they are that Shrek exists in the world because of the message of self-acceptance. The message of ‘Shrek 2’ is that you can make your own happily ever after.”

Returning from his honeymoon, Shrek has his own version of happily ever after that Myers says consists of “living in a swamp with his ogre wife, eating swamp rats and having occasional run-ins with angry townsfolk with torches and pitchforks.”

Blissfully in love, Princess Fiona shares his vision for their future, but first there is the little matter of introducing her new husband to her parents. Cameron Diaz, the voice of Princess Fiona, comments, “Of course Fiona is worried about how her parents are going to accept her as an ogre, but I think that marrying Shrek gave her a great sense of herself. She spent her whole life thinking that she was going to be a princess with a fairy-tale Prince Charming, but then she made the decision to be with Shrek, who is the antithesis of that. She loves her man for who he is and that gives her great self-confidence, because if you love someone for the right reasons and you accept yourself for who you are, you can live in a swamp and you’ll be happy.”

Vernon says, “Cameron gives Fiona that sense of who she is. You can hear in her voice that she is in love with Shrek, whether she is talking to him or about him.”

“We are very, very lucky to have Cameron as Princess Fiona,” Warner adds. “Cameron is a combination of strength, humor and sophistication, and that’s Fiona, too. They are both great women in every way.” There is one member of the wedding party who is not about to be left out of a royal ball: Donkey, voiced by the inimitable Eddie Murphy. Never one to take a hint, Donkey invites himself along on the long, long trip to Far Far Away and is soon driving Shrek and Fiona to distraction with his incessant asking of that age-old question, “Are we there yet?”.

“Unbeknownst to Donkey, he’s become the third wheel, but he hasn’t figured that out because he’s a jackass,” Murphy laughs. “Shrek and Fiona love him, but you’ve got to pick your moments, you know. Comes the time when ogres need some alone time. But Donkey is such an optimist; he’s always looking at the bright side of everything. He’s thinking, ‘This is all good. It’s all worked out and we are together at last.’ He is a happy-go-lucky Donkey…I wouldn’t have it any other way.”

Adamson states, “Eddie is an incredibly intuitive comedian. I mean, we’d sit and pitch him a sequence and he’d quietly nod and maybe smile…and then we’d start reading the scene together, and you find yourself trying to keep up, which I usually couldn’t do. You never know what’s going to come out of his mouth. He does more than merely read the lines or just improv; he embodies the character.” Lipman agrees, “Eddie is pure genius. When he switches it on, he is Donkey, and every word that comes out of his mouth is precious and hysterical. It’s gold.”

In “Shrek 2,” Donkey gets some unwelcome competition for the role of “annoying talking animal” in Shrek’s life from that fashionable feline, Puss In Boots. The story of Puss In Boots depicts him as a clever and fearless ogre killer, which would make him a formidable adversary for Shrek. But fate turns the tables on Puss and he decides to join forces with Shrek and a very reluctant Donkey.

Adamson relates that “Puss In Boots” had been a favorite fairy tale of his as a child. “He is such a great character. In the original story, Puss In Boots is an ogre killer who helps his master gain the attention of the king, so it seemed appropriate that in this case he would go from being hired as an ogre killer to helping Shrek win the king’s favor. All of those elements worked together for our story.”

The filmmakers initially thought of developing Puss In Boots as another “English-type” character, but that seemed far too conventional for their unconventional fairy-tale world. After deciding instead to make him their first Latin character, they had only one actor on their list to play Puss In Boots. “We pictured him as Zorro embodied in a cat, so from that moment on, Puss In Boots was Antonio Banderas,” Adamson reveals.

Making his animation debut, Antonio Banderas leapt at the chance to play Puss In Boots, or, as Banderas refers to him, “El Gato con Botas in Spanish. He is a character I have known since I was maybe three, but I never thought I would have the chance to play him. It was also great fun to have a little laugh at the expense of my Zorro character.”

“Antonio gave Puss In Boots a Zorro personality times ten,” Vernon says. “He definitely embraced his character. He was practically climbing the walls in the recording studio. He was whipping around, hissing and spitting and marking his territory,” the director laughs. “It was amazing, because we thought we made that character over the top, but Antonio took it to the next level and made it his own, which was fantastic.”

It is not unusual for a fairy-tale character to act larger than life, but in the case of Puss In Boots this is especially true. Banderas explains, “Puss has a tremendous sense of honor and a very strong personality, but his body doesn’t exactly correspond to how he presents himself to the world. He’s really an adorable, little kitty cat—you just want to cuddle him—and that contrast makes him very appealing to anybody…except Donkey.”

It turns out that Puss In Boots had not come upon Shrek and Donkey by chance. He had been dispatched by Princess Fiona’s father, King Harold, for the king’s own ends, unbeknownst to Queen Lillian and Fiona.

As befits royalty, Queen Lillian and King Harold are portrayed by two legendary actors: Julie Andrews and John Cleese. “They have both influenced so many people, and you realize why when they step in front of the microphone. The characters just pour out of them,” says Vernon.

Asbury notes, “John Cleese is the king of Far Far Away. He loves his daughter, but he has other issues to deal with, and an ogre coming into the picture doesn’t fit in with his plans. Julie Andrews is the ultimate fairy-tale queen, who just wants her daughter to be happy. She is much more accepting than the king is. We wanted that warmth and patience and all that we know and love about Julie to come through in the queen.”

Rarely in animation do actors work together, usually recording their lines individually with a director feeding them their cues. So it was a particular thrill for the filmmakers to have Julie Andrews and John Cleese on the recording stage at the same time for some of their scenes. “It was really fun recording John and Julie together, because they obviously know their stuff and were able to play off of each other a lot,” Adamson remarks. “As a director, working with performers of that caliber makes it very easy. You just give them the basic idea and they give you everything you need and more.”

Vernon observes that having Andrews and Cleese together added another dimension to the royal couple. “It totally fleshed out the king and queen’s relationship. The way the characters interact with each other, you really feel that these two have been married for a long time.”

Both Andrews and Cleese also relished the chance to work together. “It’s much better than working singly,” Andrews offers. “When you work alone, you have no idea what the other actor is doing, so it was just heavenly to work with John. The most challenging thing for me about animation is that you are only working with your voice so you wonder if you’re over the top. Are you being too animated when you should be being real? It’s sometimes hard to thread that needle, but it’s fun and rather freeing in a way.”

Cleese says, “The lovely thing about doing animation is that it’s like radio, which is where I started all those years ago. It’s my favorite medium because you don’t have to memorize lines and you don’t really have to shave unless you want to. It’s all about getting the performance right and trying things to see what’s fun, instead of people coming in and saying, ‘I’m afraid that light up there isn’t quite right.’”

Jennifer Saunders, who is the voice of “Shrek 2’s” very atypical Fairy Godmother, couldn’t agree more. “Animation is great because you don’t have the pressure of what you look like. It’s a perfect career move as you get to be an older actress. If you’re resisting the odd nip and tuck here and there, animation is the way to go,” she laughs.

The Fairy Godmother arrives in the movie as one might expect—floating down in a bubble and bursting into song. But that’s not the only bubble she is going to burst. As it turns out, Fiona’s Fairy Godmother is Prince Charming’s ambitious, meddling mother, who only waves her magic wand to make her own wishes come true.

“The whole thing about ‘Shrek’ is that it’s a parody of other fairy tales, so she couldn’t be the nice, happy, sweet Fairy Godmother,” Saunders comments. “She’s a bit of a showbiz celebrity Fairy Godmother. She is simply determined that her son should marry Princess Fiona, but Shrek has gotten in the way of her devious plans. She’s quite an arch character, which I like. It feels familiar.”

“Jennifer was somebody we really wanted to work with from the beginning,” Warner says. “Once we cast her, we started to build the character around what we knew of her, from ‘Absolutely Fabulous’ mostly. But she took it and ran with it. She’s a great ad-libber, incredibly smart and just able to hone in on the character. It was a great experience working with her; she was always able to give us the best and funniest performance.”

Despite the fact that Fiona is already married to Shrek, the Fairy Godmother has no intention of allowing such a small detail to ruin her plans for her son to rule the kingdom of Far Far Away. After all, her son, Charming, is every bit the dashing prince of every princess’ dreams…even if he does say so himself.

Rupert Everett, who gives voice to Prince Charming, offers, “He believes the dream of Prince Charming. He thinks he’s handsome, sexy, athletic, brave—a person who could be refused by no one really. He is all about image and hair products and living in a world where beauty and success are truly only skin deep. He wants to marry Princess Fiona, who is married already, but no matter.”

Asbury says, “Charming is a spoiled brat who wants what he wants. He is the height of egotism, but at the same time, he’s a mama’s boy. Rupert Everett did a great job with his voice. He made him come across as a much funnier character than any of us had first pictured.”

“We didn’t think we’d need Prince Charming to be particularly funny because he takes himself so seriously,” Adamson expounds. “But I hadn’t realized what a wonderful comedian Rupert is. He was able to have Charming take himself seriously, but in a very comedic way, which was interesting to see.”

The voice cast also includes some fun cameos, including Larry King as an ugly stepsister tending bar at the Poison Apple, and Joan Rivers spoofing herself as she announces the arrival of such fairy-tale luminaries as Sleeping Beauty, Tom Thumb and Thumbelina, and Hansel & Gretel on the red carpet for the royal ball. Other storybook favorites from “Shrek” are reuniting for the sequel, including the Gingerbread Man, Pinocchio, the Three Little Pigs, and the Three Blind Mice.

Although actors usually work individually on an animated film, their performances are entirely collaborative because they could not be completed without the artistry of the animators. “Basically, all animators are actors,” Adamson states. “The visual side of the performance comes from the animators, so they are responsible for bridging that gap between the actors’ vocal work and what appears on the screen.”

Raman Hui, Tim Cheung and James Baxter, the supervising animators on “Shrek 2,” studied the footage of the recording sessions to glean inspiration from the voice cast in animating their characters. Some of the animators even took acting classes in order to learn some of the same methods actors use to express emotions in their roles.

Over the past decade, 3D computer animation has gone from being a novelty to becoming the mainstream form of feature film animation. In turn, many traditional animators, including James Baxter, have traded in their pencils for a mouse. Baxter notes, “The main difference is that we are manipulating an already created model, so you don’t have the challenge of drawing one individual character from beginning to end. But in terms of performance and acting, we use the same skills as we did in 2D animation. The computer is really just another tool; it just happens not to be a pencil.”

Computers also make it possible to increase the cast many thousandfold, and with each new computer-animated film, these virtual “extras” become more sophisticated and more complex. In “Shrek 2,” the biggest crowd scene involved almost 6,000 of Far Far Away’s citizens, who have turned out to greet their returning princess and her husband.

As in “Shrek,” a digital dollhouse of men, women and children was rendered in the computer, beginning with generic versions of each. By varying elements such as the physiques, the hair and the clothing, the archetypes could be multiplied into a myriad of different figures. The animators could also choose from a library of actions, called cycles, to assign to different characters, including clapping, waving, walking, and so on.

What sets “Shrek 2’s” crowds apart is the development of the dynamic crowd character, or DCC, which has additional controls, allowing them to focus on and react to the action. As most effects are intended to be, the DCC system would be more conspicuous by its absence. A regular cycle would have all the crowd characters looking at the same point in space, which is unnatural. By adding a “look at” control, the animators can make the crowds appear actually to be watching the action from their individual vantage points. The crowds can even be made to split their points of interest, with some looking at Fiona, while the rest are watching Shrek.

Visual effects supervisor Ken Bielenberg explains, “We wanted the crowds to react dynamically to what’s going on in the scene. For instance, you could have a character walking along, and as Shrek goes by, he is startled. He needs to react to that—do a double take or turn his body and track along with Shrek. That is the main advantage of the dynamic crowd character.”

In addition, the DCC gives the animators control over foot orientation and position, which means they can adjust the characters to the terrain beneath their feet and keep them balanced. The animators can also change the speed of the action cycles or even combine cycles. All of these features add some semblance of individuality to the film’s thousands of background extras.

Raising The Bar...Again

There is perhaps no artistic arena in which the term “state-of-the-art” is more fleeting than computer animation. Advancements in the field have come so far and so fast, it seems almost impossible to fathom that the first computer-animated feature was released less than 10 years ago. In fact, much of what is seen in “Shrek 2” could not have been achieved with the very same tools that were considered state-of-the-art on “Shrek.”

Bielenberg states, “We definitely tried to raise the bar across the board on ‘Shrek 2.’ We wanted to push the envelope to deliver something entirely new for audiences.”

Once again, DreamWorks’ Preferred Technology Provider, Hewlett Packard (HP), made it possible to take computer animation to the next level, providing the computing infrastructure for the animation studio. “Shrek 2” employed more than 300 HP workstations, giving the various artists unprecedented interactive control and flexibility in the creation of the movie. A 3000-processor render farm of HP servers was also utilized to address the massive computing requirement of the production.

The two most important technological breakthroughs on “Shrek 2” both had to do with light: the bounce shader, a form of global illumination; and subsurface scattering, which lent a natural translucence to the characters’ skin.

Developed at PDI/DreamWorks, the bounce shader is modeled on the way light naturally bounces from one surface to another, ad infinitum. To illustrate, a dark room with only one tiny light source seems to grow more illuminated because the light is bouncing off of the various surfaces in the room. Similarly, the bounce shader is able to take one light and gauge where the bounces would take it. In the past, the visual effects team would have to place virtual lights all over the set to achieve a similar result in the computer, and it still would not look as natural.

Bielenberg explains that, in addition to set lighting, the bounce shader had significant applications for lighting characters. “It is often difficult to get light under a character’s chin with a key light coming in from above. The bounce shader figures out how much light is actually reflecting off of the character’s chest and fills it in under the chin, giving you a natural, softer feel.”

While the bounce shader lit the characters more naturally from without, subsurface scattering gave their skin a natural translucence from within. Bielenberg points out, “Most of us don’t realize how much light is penetrating our skin, refracting and re-emerging. It’s like when you take a flashlight and put it against the palm of your hand. You can see the light coming through your hand, seeming to make it almost transparent. We’ve implemented a technique that simulates the translucency our skin has, and that’s what we call subsurface scattering. Without that translucence, our characters’ skin would look hard and opaque, like plastic or metal.”

PDI/DreamWorks’ Academy Award®-winning facial animation system was the breakthrough that allowed “Shrek” to be the first computer-animated film to put human characters in leading roles. The complex layering system enabled the animators to convey emotions through facial expressions as never before. Nevertheless, “Shrek 2,” with its much larger cast, required that the facial animation system be brought up a notch…or two.

The basics of the facial animation system did not change from the first movie to the sequel. The character technical directors, supervised by Lucia Modesto and Lawrence D. Cutler, essentially built a head in the computer, beginning with the skull and then layering on muscles and finally skin. The skin is programmed to respond to the manipulations of the muscles beneath in different combinations, enabling the animators to capture the desired expressions.

For “Shrek 2,” the technical directors added more muscles to the faces—Shrek’s face alone had 218 muscles—and also applied what they call “mega controls,” which allowed for such complex expressions as clenching the teeth, which subtly alters the entire face. Additionally, the TDs put more anatomical detail on the neck, which before had been little more than a tube beneath the skin, even giving the men an Adam’s apple that moves when they swallow.

Rendering realistic hair was another challenge that was made more demanding by the addition of so many human characters. Since all of the characters’ hair amounts to virtual wigs, an actual wigmaker came in to show the animation team how wigs are made and the color and shape patterns that go into creating various hairstyles. The animators, in turn, became what Bielenberg calls “virtual hair stylists,” learning not only how to style the hair, but also its properties when curly or straight, long or short, wet or dry, etc.

Appropriately dubbed the “wig system,” the process of computer animating hair combines dynamic motion—hair that automatically moves in reaction to the movement of the head and body—and manual control, which the animators generate. The system enables the animators to manipulate individual pieces or large sections of the hair and place them as needed. The lighting and effects departments were ultimately responsible for making the pieces look like strands of hair.

Some characters’ hair had specific obstacles to overcome. King Harold, for example, wears a crown, so his hair had to be made to react to the movement of the crown. As a result, when the crown shifts, the king’s hair deforms correspondingly. The queen’s hair is contained in a snood that presented a different challenge: The hair had a tendency to collide with and poke through the netting. The solution was to have the same system that is deforming the hair deform the netting, so everything moves together nice and neatly.

Animating Puss In Boots was a daunting challenge in and of itself, owing to the fact that he is covered in fur and has more moving parts than any of his human counterparts, including his tail, whiskers, sword, belt, and plumed hat. The number of controls required to animate Puss amounted to approximately four times that of any other character.

In “Shrek 2,” as in “Shrek,” Donkey’s fur was achieved using a program called a geometry shader, which determines how the hair—or in this case, fur—grows. Puss In Boots’ longer, fluffier fur—coupled with his wardrobe—required that the process be taken to the next generation.

The geometry shader used to render Puss’s fur incorporated new controls and more intricate texture maps, which were needed to produce his orange tabby coat. Lighting and effects completed the transformation of Puss In Boots from a computer model to a cat you can almost pet.

The bigger challenge was how to make Puss In Boots’ belt, hat and boots interact with his fur. The descriptive—if not so technical—name given the process was the smooshing system. Simply put, the smooshing system looks at the geometry of whatever is colliding with Puss’s fur and determines what part of the fur should be smooshed, and how much and in what direction it should be smooshed.

It turns out that computer-animated cats don’t like getting wet any more than real cats do, and it was no picnic for the animation team either. After Shrek, Donkey and Puss In Boots are caught in a rainstorm, the surfacing department used different geometry shaders to give Puss the wet cat look. They adjusted the way the hairs “grew,” changing the direction of his fur to point downward, as if it was weighted down by water, and making it clump together as wet fur is apt to do.

A Far Far Away Look

Proving that you can take the ogre out of the swamp, but you can’t take the swamp out of the ogre, “Shrek 2” sends Shrek, Donkey and Princess Fiona on a journey to Far Far Away, which is about as far removed from the swamp as they could imagine.

Andrew Adamson offers, “We knew from the very beginning that we wanted to make Far Far Away the antithesis of everything Shrek. So we asked, ‘Okay, what is Shrek?’ He is totally not image conscious. He likes to live his own way and do his own thing… And what is the opposite of all that? The answer was easy: Beverly Hills, the epitome of image conscious, status conscious, and wealth conscious—everything that Shrek isn’t. We thought it would be fun to put Shrek in an environment that was the complete opposite of his world.”

“The Kingdom of Far Far Away is the Beverly Hills, Hollywood, glamour capital of the fairy-tale world,” Kelly Asbury adds. “It’s where the very richest and the most illustrious fairy-tale celebrities live, like Cinderella, Snow White and Rapunzel. All of their palaces are here. When Shrek, Fiona and Donkey enter this world, they are like tourists coming to Hollywood for the first time. Fiona is just glad to be home, and Donkey is excited; you almost expect him to have a Hawaiian shirt on and a camera around his neck. And then there’s Shrek, who is not feeling too good about all this. An ogre belongs in a swamp, not in the land of swimming pools and movie stars. He’s an ogre out of mud is one way to say it.”

Production designer Guillaume Aretos and art director Steve Pilcher designed Far Far Away in the medieval style that we’ve all come to expect in a storybook world but, in keeping with the material, with a contemporary sense of humor. “It’s an off-kilter fairy-tale world, so it shouldn’t look exactly like you’d expect it to look,” Pilcher says. “The writers and directors have a contemporary sensibility in their comedy, which we tried to bring to the design. We pushed things as much as we could to create that blend.”

The juxtaposition of medieval design and the filmmakers’ sense of humor is especially evident on Far Far Away’s Romeo Drive. Look closely and you’ll spot such fashionable stores as Abercrombie & Witch, Saxxon Fifth Avenue, Versarchery, Pewtery Barn, Armani Armoury, Baskin (XXXI) Robbinhood, Tower of London Records, Old Knavery, Burger Prince and, of course, the ubiquitous Farbucks. Aretos comments that sight gags abound in “Shrek 2,” but don’t expect to catch them all the first time around. “One of the things we did in the first ‘Shrek’ and again in this film is to have gags in the background, tons of stuff that you don’t necessarily see the first time. People could see the movie two or three times, and they will still catch things they didn’t spot before.”

Traditional storybook designs with a modern edge can also be viewed in the Poison Apple, the shady watering hole where the king goes to put a hit on Shrek; and the Fairy Godmother’s house, which appears to be a warm and welcoming little cottage…until you pull back and see that the house is merely a front for the huge factory where she concocts all her magic potions.

Aretos and his team made 3D models of the sets because, as he notes, “When we have to describe the set to the directors so they know where they are going to shoot, it’s easier to explain it with a 3D model than on a 2D map.”

That same logic applies to the design of all the old and new characters in “Shrek 2,” which, in a process that is unique to both “Shrek” films, are designed first in clay sculptures, as opposed to being created on paper. Character designer Tom Hester says, “Sculptures are the easiest way for me to communicate the look of the characters. Sketches are great, but they only give you one angle. With a sculpture, we can really figure out how a character is going to look from every angle. It’s also easier for the animators to visualize how a character is going to move.”

Adamson remarks, “Tom has been a big part of defining the characters in both movies. He makes people and animals come to life with his sculptures. When you’re looking at his clay models, you can practically hear the voices come out of them.”

The final design element for the characters was their costumes. Costume designer Isis Mussenden, who also created the costumes for “Shrek,” returned to do her second animated feature. She points out that there is very little difference and even a few advantages to designing costumes for animated characters. “On an animated film, we design everything exactly as you would on a live-action film, except we don’t actually make the clothing. There are no fittings, which means I never have to hear ‘I don’t like that skirt’ or ‘I don’t look good in that color.’ That doesn’t happen in animation,” she laughs.

Mussenden kept Shrek in what she calls “the classic Shrek outfit,” but reasoned that Fiona, being a woman and a princess, would change her clothes. The lilac dress she wears in the beginning is a total departure from the familiar green dress in “Shrek.” The dress is lighter and softer, and the trim at the bottom is decorated in a vine pattern, which is meant to be more organic, reflecting her new life in the swamp.

For Fiona’s return to Far Far Away, the designer created a more formal two-tone version of the original green dress, which Mussenden felt would be more appropriate for a visit to the royal palace. Fiona’s final ball gown is a dazzling white sparkly confection because “we wanted her to just beam,” the designer states.

Carrying on the theme of mixing old-world fairy-tale style with contemporary fashion, Mussenden had fun with the Fairy Godmother, whose costumes range from the flowing, pastel gown in which she first appears to the red sequined dress she wears for her big number at the ball.

Mussenden not only designed the costumes for the main characters, but created a multitude of wardrobe variations for the extras as well. She also provided the animators with swatches of every conceivable type of fabric used in the costumes, as well as the trims, so they could both see and feel the weight of the cloth and how each draped, moved, wrinkled and reacted to light.

Like almost everything in computer animation, costume design is a true blend of artistry and science. Once Mussenden designed an outfit, she had the pattern made to the scale of the characters. The animation team at PDI/DreamWorks then digitized the flat patterns into the computer and virtually sewed them together to Mussenden’s specifications.

One of the challenges of a digital wardrobe is that the clothes need to move and bend with the characters wearing them. The effects team studied the way clothing compresses and wrinkles in relationship to the deformation of the body. They then put together about a dozen of the most common poses that produce wrinkles, like bending your elbow. By ascertaining where and how you would expect wrinkles to appear, and determining their parameters, the team was able to develop a program that automatically generates wrinkles in the clothes corresponding to the wearer’s movements. Mussenden’s cloth samples were key to the success of the procedure, as the animators were able to distinguish the wrinkling properties that vary from fabric to fabric. For example, velvet tends to hide creases, while satin accentuates them.

Like the film’s design elements, the music of “Shrek 2” is a blend of the classic and contemporary, combining traditional score with old and new songs from several noted recording artists and even a few legends. Adamson says, “We gave the challenge of integrating the score with songs to Harry Gregson-Williams, who was one of the composers on the first ‘Shrek,’ and once again he did a great job. We were also lucky enough to have Chris Douridas as our music supervisor, who was able to pull from a lot of different artists.”

Gregson-Williams notes, “There are quite a few songs in the movie so the score has to operate on different levels, which is fun to do. The music often has to come out of one kind of song into a very different kind of scene—perhaps a romantic moment between Shrek and Fiona, or a funny scene with Donkey and Puss In Boots. So the score is really the glue that is used to keep the story together, because the music is quite varied in this movie.”

Gregson-Williams also collaborated with Adamson, Aron Warner and others on the Fairy Godmother song, which is a send-up of those abracadabra songs we’ve all known since childhood. “It’s the quintessential ‘I’m your Fairy Godmother, here to solve your problems in a song’ song. But it keeps going and going and becomes more and more outrageous, until Fiona can’t take it anymore,” Adamson laughs. “Even in the recording studio, Jennifer Saunders would be belting out the song in character as the Fairy Godmother, and we would just be in hysterics.”

Warner says, “We have a very eclectic group of songs that really support the story. They all somewhat represent the voice of Shrek in an honest and pure way, which is how we went about picking the artists we have.”

“I’ve never worked on a movie that was easier to find people who wanted to be involved in it,” Douridas states. “A lot of the groundwork was laid with the first film. Any musician who has a kid had seen the movie 100 times, and they knew that if they participated in ‘Shrek 2,’ they would be that much cooler in their kid’s eyes. But everybody we approached wanted to be part of ‘Shrek 2.’”

Some of the artists who lent their musical talents to “Shrek 2” include: Counting Crows performing “Accidentally In Love”; Pete Yorn, who sings “Ever Fallen in Love”; the group eels doing “I Need Some Sleep”; the British duo Frou Frou performing “Holding Out For a Hero”; Nick Cave & The Bad Seeds singing “People Ain’t No Good”; and Tom Waits, who is heard as Captain Hook, crooning “Little Drop of Poison.” A young artist named Butterfly Boucher did a rendition of “Changes,” by the legendary David Bowie. When Bowie heard it, he was so impressed that he decided to sing on the track, much to the filmmakers’ surprise and delight.

Several of “Shrek 2’s” cast members are also heard singing, including Jennifer Saunders, who not only performs “Fairy Godmother Song” but also her character’s own version of “Holding Out For a Hero”; and Eddie Murphy and Antonio Banderas, who pair up for Donkey and Puss In Boots’ duet on “Livin’ La Vida Loca.”

The film’s opening song, “Accidentally In Love,” performed by the band Counting Crows, accompanies the montage of Shrek and Fiona on their honeymoon. The group’s lead singer, Adam Duritz, who co-wrote the song with bandmates Dan Vickrey, David Immergluck, Matthew Malley and David Bryson, remarks, “They brought me in and told me the song had to be fun and uplifting and happy, and my first thought was, ‘Who gave you my number?,’ because I pretty much mope. But I really wanted to be part of it because I’ve got lots of children in my life, and this movie is going to be a real touchstone for them, in the same way other movies were for me growing up.”

Duritz reveals that the timing was also right in his personal life. “I was falling in love at the time, so that infected the song. ‘Accidentally In Love’ is kind of the theme of the movie. The story is about two people who fall in love who weren’t necessarily supposed to. That’s not the way the story is supposed to go—the ogre and the princess don’t fall in love. But love is love, however the story is supposed to be written.”

Douridas agrees that the song is the perfect complement to the story. “I think the song eloquently speaks to the notion that Shrek never expected this to happen. And that’s the way the deepest love happens…when you’re not looking for it. It’s like ‘life is what happens when you’re busy making other plans.’ I think it’s just that celebration of love that you never expected.”

Aron Warner offers, “I think in the first movie Shrek learned to love himself and in ‘Shrek 2,’ he learns how to love somebody else. And he has to learn that when you love somebody, sometimes you have to be willing to give up more than you receive.”

Adamson concludes, “The heart of the film is about being strong enough to ignore other people’s judgment and be able to define your own ‘happily ever after.’ That’s really what I hope people take away from this—a sense of independence and the freedom to create their own happiness…with lots of laughs.”