Shrek the Third Justin Timberlake, Eric Idle, Cheri Oteri, Amy Poehler, Maya Rudolph

As Shrek's world expands, so too does the family of actors who bring the expertly animated characters to life. Though it would be impossible to imagine any “Shrek” film without the commanding voices of Mike Myers, Eddie Murphy and Cameron Diaz, it is now just as difficult to picture Shrek's world without such familiar additions as Antonio Banderas, Julie Andrews, Rupert Everett, John Cleese and Larry King.

For “Shrek the Third,” the family expands further to include such notables as Justin Timberlake, Eric Idle, Cheri Oteri, Amy Poehler, Maya Rudolph, Amy Sedaris, John Krasinski, Ian McShane and Regis Philbin. “At the beginning, you write down every person you would ever want to work with or would fit a role well,” beams director Miller. “Fortunately, there are many great performers who want to work on a `Shrek' movie. So, we've been really blessed with not only wanting the best, but actually getting them.”

“A lot of us have known each other now for 10 years or more,” adds producer Aron Warner. “It's a good thing we like each other.”

That sense of camaraderie and playful competition, which has evolved through years of late nights and deadlines, has been fruitful for the filmmakers. “We're motivated to make things funnier and funnier,” explains co-director Raman Hui. “We're constantly saying `Why don't we try that?' It's amazing working with this crew.”

Even though the hours can be backbreaking, co-producer Denise Nolan Cascino never tires of being in the company of her fellow filmmakers. “We laugh a lot,” she says. “The great part about this work is that you're given such great material by the actors, and every day something new comes in that makes you laugh.”

Of course, much of the production revolves around the title character. Myers has been looking forward to “Shrek the Third” like it was a family reunion, which in a sense, it is. “I have a good time doing `Shrek,'” he says. “You get to be silly, and I love Donkey and Fiona and Puss In Boots and the whole thing. I get very happy when I'm in this world.”

“Mike brings a tremendous amount of care to Shrek and to the series,” says Warner. “He really thinks in-depth about who the character is, what his journey is like and how to best be true to that journey. His experience is always in the forefront, because he obviously understands comic timing better than almost anybody.”

“Mike brings a lot more than just a performance,” continues Miller. “He's a great writer. He understands story. We get a lot of input from Mike to help us make sure we're telling the best story that we can."

The filmmakers also look to Princess Fiona for help when they need a little something extra. “I'd just love to go do a whole movie with Cameron as Fiona because she's hilarious,” says Warner. “She's the rock of the `Shrek' world. She brings such a great spirit to these movies.”

“These films touch people. They give them a message along with a very good time,” says Diaz. “It's really a privilege to be a part of the `Shrek' legacy.”

Her sentiments are seconded by Rupert Everett, who, according to Warner, brings just the right balance of “malice, melodrama and comic timing” to the self-absorbed Prince Charming. “It's the best job an actor could have, because they are really carefully thought-out films,” says Everett. “They're a real pleasure to be involved with. You get to see the whole thing happening. I find it more exhilarating in some ways than being in ordinary films.”

Everyone's favorite donkey, voiced by acclaimed actor Eddie Murphy, expands on Everett's sentiments as he compares acting in this series of films with his normal live-action role as a leading man. “When you make an animated film, you get more of a sense of being part of a collaborative effort. You're just one of the pieces instead of the whole thing being on you. So you really feel part of a team. It's not just the actors; it's not just the production; it's not just the animators. It's everybody coming together and making this movie work.”

“Eddie brings so much to that character of Donkey - he lights him up,” raves Warner. “There's a fire and an innocence and a joy to Donkey's character, and Eddie fully captures all those aspects. It also helps that he can improvise or take the most ordinary line we give him and make it funny.”

“He improvs on the fly, and that makes all the difference for the Donkey character,” adds Miller. “Eddie is an endless stream of funny.”

The voice behind the beloved cat Puss In Boots knew he was going to be a part of “Shrek the Third” and any other films that followed as soon as he saw “Shrek 2.” “Jeffrey (Katzenberg) approached me and said the character is going to continue in the saga of these stories,” explains Antonio Banderas. “Now I feel like I'm part of the group. My relationship with Donkey will always be competitive in a playful way, but deep down, we love each other very much.”

“Antonio is a filmmaker, so he comes in with an understanding of what it's like to do what we do,” says Warner. “He is not shy about doing anything we ask him. When he comes in, he'll sing, he'll dance, he'll cough up a hairball. And he'll do it with love and gusto.”

Julie Andrews, who voices the regal Queen Lillian, was equally eager to rejoin the Shrek family. “They just asked, and that's all they had to do,” she says with a smile. “It was so much fun before, so when they asked, I was delighted.”

For the newcomers, the prospect of seeing themselves animated in “Shrek the Third” elicited a variety of responses. Being a fan of the first two films, Justin Timberlake couldn't wait to do his part for “Shrek the Third.” “To come in and create your own character is really a treat. I'm having a ball doing it,” he says. “Voice acting is so different from any other type of acting. You imagine what your character is going to look and sound like, so your energy is greater than it would normally be.”

Miller, who originally thought of Timberlake to play Artie after being impressed by his work as guest host on “Saturday Night Live,” says that the more time he spent with the performer, the more he was certain Timberlake was bringing something special to the role. “Justin has a certain charm. He is a very natural comedian, and the more we interacted with him, the more the character of Artie became like Justin.”

Warner concurs. “He's got a great soul and he brings that to Artie. Even when Artie says stuff that isn't necessarily likeable, you can tell he's just a teenager trying to use this kind of language to kind of cover up his own insecurity.”

Author and comedian Amy Sedaris was initially wary, but soon warmed to the idea of creating a new character on “Shrek the Third.” “No one's ever asked me to play a princess before, so I thought it would be challenging. Once I heard who the other princesses were going be, I couldn't pass it up.” And there was a second reason. Like Timberlake, Sedaris was excited to amp up the action. “With TV and film, it's always `Bring it back; pull it back; make it smaller.' I never hear that with animation. `Can you go bigger?' And that's my dream - to hear that. `Bigger' and `one take' are my two favorite phrases.”

Being called upon to join the pool of diva princesses was just too good to be true for “Saturday Night Live” star Maya Rudolph as well. Warner raves that “she knocked me out with her beautiful voice.”

“I am part of a really cool group of ladies,” beams Rudolph. “All the princesses are played by great comic ladies, and I was honored to be part of that little group. It's pretty amazing.”

Another of those great comic ladies is Maya's “SNL” cohort Amy Poehler, who likes the street-cred her new role gives her with the younger generation. “I'm a pretty cool lady now to a lot of my young cousins and my friends' kids. It is one of those films that really does span age. Everyone from young to old really likes it. So I felt pretty psyched to be part of it, and I can't deny that I strutted around a little bit.”

“Amy just seemed to understand the process incredibly well,” says Warner. “I don't know whether that has anything to do with performing on a live show, but she managed to do it without any problem.”

Rounding out the “SNL” trio is alumna Cheri Oteri, who was thrilled to jump into the shoes of Sleeping Beauty. “I felt so lucky and honored to be a part of `Shrek' because the humor is so wonderful, and there are so many subtleties in the characters that make it a great deal of fun to watch.”

“These women are such a solid group of performers and comedians,” raves Miller. “They're incredible at improvisation. You give them a little and they give you back so much more.”

In the case of John Krasinski, the voice of Lancelot, the opportunity to join the cast was truly a lifelong dream. “I will admit now that the one thing in life I've always wanted to do is be in an animated film, and I've been talking about it since I was six, sooo…that's awkward to announce,” he joshes. “But seriously, I was so thrilled to just be a part of this in any way. I've loved the whole series of movies, and to be part of this one is such an honor.”

Warner is among the growing number of people who think Krasinski is a star on the rise. “He's got great comic timing. He doesn't have a huge part in the film and when we started working with him, we considered how big we could make Lancelot's part, because we loved working with him so much.”

Someone who knows a thing or two about comic timing is legendary British comedian Eric Idle. “He's a brilliant performer and writer,” says Miller. “It's great to have EricEric in the film and JohnJohn CleeseJohn Cleese as well. They're two performers I've always idolized and they bring a sense of comedic history along with them.”

Idle, who plays Merlin the magician, sees things a little differently. “I think Jeffrey Katzenberg has some old pictures of me from the `70s,” he jokes. “He offered to send them to the tabloids. That's why I agreed to do this.”

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