Shrek 2 is like a gift wrapped in ornate paper with an elaborately tied ribbon and maybe even a tag folded origami style. Then you carefully open it up, and it contains a pair of socks. White ones.

What a letdown.

All of the elements are here: Shrek, Fiona, wisecracking Donkey, and twisted interpretations of fairy-tale heroes and villains, and yet Shrek 2 fails to attain the heights of glee of its predecessor.

Not that this sequel to the 2001 hit is a dud. Far from it. There are many amusing moments, especially those featuring Puss In Boots, who has the wonderful, silky voice of Antonio Banderas.

But the DreamWorks filmmakers seem overly aware that they are continuing a hit, and they don't take any chances. If there's a place to insert a joke, they insert one. If the dialogue can be tweaked to include a double entendre or three, then tweak it they do.

All this takes place at the expense of the story, which starts out with Shrek and Fiona on their honeymoon - ogre style.

The initial scenes are extremely witty, often with sly references to executive producer Jeffrey Katzenberg's former employer - Disney - that work on several levels. Youngsters will see the Disney characters and welcome them as old friends; adults will realize that DreamWorks is cheerfully thumbing its nose at its close rival.

For example, Shrek and Fiona are kissing on a beach when a wave splashes over them, sweeping Fiona away and replacing her with a red-haired mermaid. We never see the creature's face, but it's no great stretch to assume it's Ariel from The Little Mermaid. A steamed Fiona stalks up, grabs the mermaid by her hair, and flings her back into the ocean. No red-haired hussy is going to steal her husband (or movie, for that matter).

Another time, Shrek and Fiona are running through a flower-filled meadow in slow-motion, reaching for each other in the stereotypical scene of passion. But as their hands clasp, an angry crowd of ogre-hunting peasants, pitchforks and flaming torches in hand, comes over the horizon, chasing them, much like the mob in Beauty and the Beast.

Keep a sharp eye out, and you'll find more Beauty and the Beast references, some of them semi-twisted, along with Peter Pan, Sleeping Beauty, and a host of others. But along the way, the sly digs and jokes become the reason for the movie, rather than continuing the tale of Shrek and Fiona, who, upon their return home to the swamp, find a distinct lack of peace and quiet.

First, Donkey can't understand why they want him to move out. Then comes an invitation from Fiona's parents, the king and queen of Far, Far Away, who want to meet their new son-in-law. Shrek thinks - no, he knows - this is a bad idea, but Fiona wants their blessing and Donkey wants to take a road trip.

Shrek's worst fears are confirmed upon their arrival. King Harold and Queen Lillian are shaken at the change that has come over their daughter and at her choice for a husband. The queen tries to make the best of it, but their first family dinner degenerates into a food fight between the king and Shrek, and it ends with Fiona fleeing the room in tears and the king trying to figure out how to get rid of his new son-in-law.

Enter Fiona's fairy godmother, who is understandably miffed. Her son, Prince Charming, was supposed to have rescued Fiona from the tower, married her, and become heir to the kingdom. And even though things didn't quite work out that way, there's still time.

All it takes is an assassin and a magic potion.

The voice talents in Shrek 2 are delightful. Mike Myers, Cameron Diaz, and Eddie Murphy reprise their roles as, respectively, Shrek, Fiona, and Donkey. They are joined by the aforementioned Banderas, Julie Andrews and John Cleese as the king and queen, Rupert Everett as Prince Charming, and Jennifer Saunders (Absolutely Fabulous) as the Fairy Godmother, with a cameo by Joan Rivers as … Joan Rivers. (It's amazing how good she looked. Hmmm, maybe she's been an animated character all along.)

And there's no quarrel with the animation or the imagination that goes into Far, Far Away, which is a combination of a fantasy Hollywood (complete with a Far, Far Away sign on the side of a mountain) and New York. The characters look so absolutely lifelike, it's easy to enter their world.

With all this going for it, Shrek 2 would seem to be a sure-fire hit.

But here's the strange thing. I saw Shrek 2 just over 12 hours ago (at the time of this writing), and I remember more of the three-year-old original Shrek than I do of the sequel. Oh, some scenes from the new movie easily come to mind, but overall, the older one has a lot more impact.

Maybe that's because my mind doesn't retain things like it used to. Or maybe, just maybe, it's because the filmmakers relied too much on jokes and sight gags instead of a solid story.

There's no denying that Shrek 2 is fun, but it's fun without substance, and like the bubbles in the Fairy Godmother's potions, it evaporates quickly.

Contact Nanciann Cherry at: ncherry@theblade.com

or 419-724-6130.

First Published May 19, 2004, 11:13 a.m.