Funnier and more gracefully plotted than "Shrek the Third" (PG, 2007), "Shrek Forever After" the fourth and, we're told, final installment in the animated "Shrek" saga will keep kids 8 and older - and parents - fully amused. It's especially clever in its allusions to classic fairy tales. Since it's the first of the series to be shot in 3-D, the action sequences are a bit more harrowing than usual.

Shrek (voice of Mike Myers), now daddy to three babies with wife Fiona (Cameron Diaz), is bored with changing diapers. He misses his single ogre days. At a kids' birthday party Shrek loses it and lets out a roar. Fiona is shocked. He goes off on his own, encounters the magical con man Rumplestiltskin (Walt Dohrn) and signs away a crucial day from his past life for a chance to be his old self for a while. Shrek has been tricked. He gradually realizes Far Far Away is now an awful place because he, Shrek, never existed and never rescued Fiona from the tower (see "Shrek," PG, 2001) - a nice salute to "It's a Wonderful Life" (1946).

In this new world, ogres are all slaves to Stiltskin, as is Donkey (Eddie Murphy). The swashbuckling Puss in Boots (Antonio Banderas) is Stiltskin's comically fat kitty. Fiona leads an underground ogre resistance. Shrek, now a stranger to them all, must win their trust and Fiona's heart to break Stiltskin's curse.

The bottom line: The 3-D action sequences could unsettle some kids younger than 8: Characters fall from great heights, or are pursued and chained by witches swooping down on broomsticks. There is a brief dragon attack. The idea a parent could get tired of parenting and want to run off is a rather mature theme. Kids might be a little upset when Shrek sees what Far Far Away is like without him. There is baby-poop humor and Shrek drinks "eyeball-tinis." The Pied Piper appears standing on a phalanx of rats. When he plays his flute, everyone is compelled to breakdance.

Rated PG --