Shrek 4

BEHIND THE SCENES

Shrek 4 Poster

ONCE UPON A TIME...

By now, the classic fractured fairy tale of Shrek, Fiona, Donkey, Puss In Boots and their adventures in the magical land of Far Far Away are well known throughout the world. Based on the popular children's book Shrek! by William Steig, the films have received critical praise, worldwide box-office success and the first-ever Academy Award® bestowed upon an animated film. Suffice it to say, Shrek and the characters of Far Far Away have earned their rightful place in cinema and animation history.

With a lot of fairy tale territory already covered, the filmmakers at DreamWorks Animation were faced with a creative and exciting challenge for the final chapter of the journey of Shrek and Fiona.

Director Mike Mitchell, a veteran of both live-action films and previous DreamWorks Animation films asks: "How do we give the audience what they know and love, but at the same time give it a fresh take, make it more beautiful?"

A challenging task for any director, Mitchell continues, "We've taken on the bittersweet challenge of wrapping up the story of Shrek. We know fans would want to see how it ends."

Joining Mitchell on the production were accomplished producers Gina Shay and Teresa Cheng, both of whom brought an enormous amount of animation experience to the film: Shay, whose producing credits include "The SpongeBob SquarePants Movie", among others, and Cheng, with over 20 years of experience in animation and visual-effects producing (most recently as producer on the holiday special "Shrek the Halls").

"Mike, Gina and Teresa are a great team," praises executive producer Aron Warner (and producer of the first three films). "They instilled a great sense of confidence, not only in me, but in the entire cast and crew."

Mitchell, Shay and Cheng set out to assemble a talented crew of visual development and storyboard artists, character animators, art and production designers, character model and rigging teams, layout artists, lighting teams and visual effects teams, including: Walt Dohrn (head of story), Patrick Mate (character designer), Peter Zaslav (production designer), Max Boas (art director), Doug Cooper (visual effects supervisor), Alex Ongaro (head of effects), Yong Duk Jhun (head of layout), Jason Reisig (character animation), Oliver "Olee" Finkelde (head of character effects), Jeffrey "JJ" Jay (character TD supervisor), Justin Brandstater (matte painting supervisor), Josh West (modeling supervisor), Lisa Slates Connors (surfacing supervisor), Allen Stetson (crowd supervisor), Valerie Lettera-Spletzer (FLO supervisor), Nick Fletcher, A.C.E. (editor), Ethan Van Der Ryn (supervising sound editor), Antony Gray, John Hill, Marek Kochout Jason Ryan (supervising animators), and Greg Lev, Betsy Nofsinger, Marc J. Scott and Pablo Valle (lighting supervisors). To head-up the 3D effects, the filmmakers tapped none-other than Phil Captain3D McNally. The result was a crew that blended a number of creative minds new to the world of Shrek with a host of others with experience on the prior three films. All were Shrek fans, so there was a lot of natural enthusiasm and synergy animating the project from the beginning.

"There's a lot of love for Shrek on this crew," declares Shay. "We're all self-professed fans of Shrek and everyone brought so much of that passion to the table which resulted in a really creative, collaborative environment."

When it came time to develop the story for "Shrek Forever After," the filmmakers decided to really the focus the film towards Shrek, to check in with him and see how things stand with the once-feared ogre himself.

Although the green ogre is at the core of each story, some would say the character had become somewhat domesticated after three films. Now the father of three, Shrek has responsibilities, duties and obligations. He is no longer the intimidating giant we met at the beginning of the first film, who caused the people of Far Far Away to run screaming in the other direction. Now, he's treated like a local celebrity, with townspeople treating him with awe, tipping their caps and offering cordial greetings when they see respectable Shrek in the street.

As with most continuing stories, every journey and chapter brings new experiences and opportunities for a character to grow and develop. In the case of Shrek, the next logical step seemed to be a midlife crisis of sorts. "We knew we had to keep the story fresh, yet give it a new twist," explains Cheng. "We asked ourselves, 'What more can Shrek learn on his journey as an ogre?'"

Early in the development process, artists came up with an image of Shrek looking at himself in the mirror and staring at his old "wanted" poster thinking to himself, "What have I become?" For the filmmakers, that proved to be a significant turning point in the development of the film's story. "We though it was interesting that he's not the ogre he was in the first Shrek films. He's domesticated, he's not scary, he's beloved by all the townspeople," says Mitchell. "The last thing we wanted was for Shrek to lose his edge."

As Mitchell was fleshing out the story beats with the crew, the possibilities seemed endless. The untapped potential of exploring the world of Far Far Away seemed limitless. But it was writer Josh Klausner ("Date Night") who came up with the concept of Shrek going back in time. What if Shrek could go back?

"That turned into a very relatable wish fulfillment," says Mitchell. "We all think of returning to our past, turning the clock back, to live life over."

The filmmakers started to craft a final story and go back to Shrek's roots. "That seemed like a great springboard," says producer Gina Shay. "He begins to ask himself a lot of questions about what it means to be an ogre. We went back to the basics and root of his journey. We knew this film really needed to be Shrek's story, told through his eyes. Shrek begins to wonder who he's become and what life might have been like if he had never rescued Fiona from the tower."

For Walt Dohrn, who serves as head of story on "Shrek Forever After," the premise fits perfectly into the world of Shrek. "In the first film, Shrek learns to love himself; in the second, he learns what it is like being part of a family; in "Shrek the Third," he comes to terms with accepting responsibility as a father and husband. In the fourth and final film, he is faced with a big question: what if his life had turned our differently?" Adds executive producer Aron Warner, "Once we integrated those concepts into the story, we realized what a complete circle this makes in terms of the story arc serving as a natural conclusion and ending to the series of Shrek films."

For Mitchell, relating to the story and Shrek's feelings were easy. A father of two toddlers, he could empathize with "Shrek the dad" having to forego the life of an ogre for that of a Saturday afternoon soccer shuttle driver. "I have a two-year-old and a four-year-old," explains Mitchell. When I took this job, my second boy was born. It really is a life-changing experience and it is very hard to be cool when you have a diaper bag strapped across your shoulder and a pacifier around your neck."

With that direction in mind, the crew developed a classic "What if . . . ?" story for Shrek. Now happily married with three kids, Shrek's life has become mundane and very routine (at least in his eyes). Feeling somewhat nostalgic for his ogre bachelor days, Shrek makes a deal with the proverbial devil, who in this particular case is none other than the classic fairy tale tempter Rumpelstiltskin.

The newest villain to the world of Shrek, Rumpelstiltskin is after one
thing--the kingdom of Far Far Away. Capitalizing on Shrek's longing for his ogre days, Rumpel makes Shrek an offer he can't refuse; to live a day free of responsibility, as a REAL ogre. In exchange, all Shrek has to do is give Rumpel a day from his past. Seems like a fair trade--a day for a day. Little does Shrek know that Rumpel specifies in the fine print of his contract that the one day he'll take is the one that will change history rather dramatically for both Shrek and the inhabitants of Far Far Away. In a gesture of elegant evilness, Rumpel chooses the day Shrek was born.

"The result is nothing short of catastrophic," says Mitchell. "Everything the audience knows about Shrek, Fiona and the fairy tale characters is turned upside down and thrown into an alternate reality. "And," the director continues, "nobody in Far Far Away knows who Shrek is. They just see him for what he is; a big, scary ogre."

...THE GANG'S ALL HERE...

It's hard to believe that nearly a decade has passed since Mike Myers, Eddie Murphy and Cameron Diaz first brought to life the characters of Shrek, Donkey and Princess Fiona. Joined by Antonio Banderas as Puss In Boots in "Shrek 2," the foursome have delighted audiences for nearly a decade with their unique vocal talents and their take on these characters' alter egos.

"I love the message of these movies," says Mike Myers. "The lessons that Shrek has to learn and has learned are ones that we all can relate to. To be able to inhabit a character and convey that process is an amazing journey for me as an actor."

Over the course of the films, Shrek and Fiona have gone through enormous changes and faced numerous obstacles as they navigate the world of Far Far Away. "When I first met Fiona, she just was this young princess trapped in a tower and I've watched how she's grown over the last four films," says Cameron Diaz. "We've seen what a wonderful mother and partner she's become and how she's grown as this person and as an ogre and accepted herself for who she is and embraced that and brought the people that she loves into her life. It has not only been a pleasure but an honor to be able to portray her." Diaz also responds to the added role that Fiona has as the leader of the ogres. "It is very empowering, a little 'I am ogress, hear me roar!"

The filmmakers were equally amazed with the way the cast responded to the direction of the story for the final chapter and what was in store for their characters. "They all embraced the concept as soon as we pitched it," says producer Teresa Cheng.

"When they came up with this story of an alternative reality and all the characters not really knowing each other, it was almost like it started from the beginning, almost like a new movie," says Antonio Banderas. "I thought it was just a fantastic concept, and the re-imagination of Puss as this spoiled, pampered pet is inspired."

"We would come into a session with just script pages and give the actors the set-up and they just trusted us," says director Mike Mitchell. "It's a great collaboration."

Cameron Diaz agrees; "To Mike, Gina and Teresa, these characters are so important. Shrek, Fiona, all of them have become their story and when I arrive for a recording session, I just have full confidence in the story that they're telling."

With the new direction and role of Fiona, Cameron Diaz had quite a range of emotions to convey since her character was completely re-imagined for the film. "Cameron gave us an incredibly stellar and connective performance," praises producer Gina Shay. "The depth of emotion that she brought to Fiona combined with her strength was just very organic."

The performances resonated with all the cast members as well. Now that Shrek and Fiona are no longer together, and with Shrek racing against the clock to find True Love's Kiss, the emotional stakes were raised. "The thing that stuck out with me more than anything is that I'm still having an emotional reaction to Shrek and Fiona and wanting them to get together," says Eddie Murphy. "You get so caught up in the story, that you kind of have to remind yourself that you're watching animation!"

...RUMPELSTILTSKIN IS HIS NAME...

With such established villains as Lord Farquaad, Prince Charming and Fairy Godmother, all of whom proved extremely memorable foils to Shrek and Fiona, the production team had its work cut out in creating yet another antagonist intent on ruining Shrek and Fiona's happiness. "The villains from all the Shrek films are so great," says Walt Dohrn, head of story. "We asked, 'What do we do to get to that level of villain? How do we create a fresh new villain suitable for the final face-off with Shrek?'"

Storytelling is a timeless tradition passed on from generation to generation. In 1812 under the Tales of Children and the Home, the brothers Grimm published their first book of fairy tales. Among the most memorable of the tales was the story Rumpelstiltskin, a fairy tale that tells of a magical character that visits a miller's daughter, locked away in a tower and forced to spin straw into gold or face execution by the king. The end result of the fairy tale tells a cautionary tale of bragging and the consequences of promises and deals. The story of Rumpelstiltskin has endured nearly two hundred years.

In the great storytelling tradition of the past, DreamWorks Animation created a modern fractured fairy tale in Shrek. It seemed almost serendipitous that the green ogre be paired up with one of literature's most memorable villains in "Shrek Forever After."

"We pretty much knew from the onset that Rumpelstiltskin would be our villain," says executive producer Aron Warner. "We just didn't know what kind of villain he'd turn out to be." As the development process progressed, the personality of Rumpel began to take shape, resulting in one of the strongest new characters in any of the Shrek films.

Having worked on previous Shrek films in the story department, director Mike Mitchell led the task of working with the story crew and animators in fleshing out the creative direction that Rumpel's character, look and tone should take. "Mike is an excellent director and the artists and animators really respond to him," praises producer Teresa Cheng. "As an artist himself, he is very consistent and clear in his vision and thinking."

In developing the look and style of Rumpel, the filmmakers wanted to get as far away as possible from the previous villains. "Farquaad, Fairy Godmother and Charming are very eloquent characters," says Dohrn. "We went to the opposite end of that spectrum and went for a character that was ratty and scummy, but charming at the same time"

Mitchell summarizes his thinking regarding the overall tone and character motivation by simply stating: "You know the guy that wins the $200 million mega lottery jackpot and doesn't REALLY know how to spend the money? That's Rumpel."

That was more than enough direction for character designer Patrick Mate as he set out to visually create a heightened version of the Brothers Grimm fairy tale creature as realized in the universe of Shrek.

"In the beginning he was modeled a little bit after one of those salesmen who'd sell you a watch on the street," says Mate. "Then our designs morphed a bit and we went towards more of a creature face, and even a rat tail."

Eventually, the character design team settled on a design more grounded in humans. Soon after the creature face and rat-tail directions were abandoned, Mate was shown a caricature of art director Max Boas. "We're always doing caricatures of each other," explains Mate. "[art director] Mike Hernandez did a caricature of Max and we all ended up laughing and loving it and we said 'Okay, uh, let's do it.' We picked the look of Rumpel because the caricature was just perfect for the design we were looking for."

Allegedly, Rumpel's hair is also partly based on art director Max Boas' hair. "Rumpel's kind of got that Max hair a little bit, a little he like he just woke up all the time," jokes Dohrn.

As the look of Rumpel was being fleshed out, so too was the story, just as the filmmakers began their initial recording sessions with the actors.

...SCRATCH THAT, YOU'RE HIRED!...

While the look and design of Rumpel progressed, the filmmakers knew that an equally dynamic actor would be needed to breath life into the voice of the character. As head of story for "Shrek Forever After," it fell to Walt Dohrn to read the part of Rumpel (and other characters) opposite other actors during their sessions. Dohrn, with Mitchell directing, started to play around with vocal inflections and a style for Rumpel's voice and as the process developed, Dohrn's performance began to influence the character development in the story reel as well.

"Walt's performance really sealed the deal on this character," says Jason Reisig, head of character animation. "When we heard him just doing the temporary test voice [of Rumpel] in our story reels, we just fell in love with the character and a lot of it was just because of that voice and what Walt brought to it."

"Walt brought the character to life with his performance," recalls Mitchell. "And that was really important as Rumpel is so pivotal to the plot and wrapping up Shrek's story," adds executive producer Aron Warner.

Over time, Dohrn started playing with various inflections for Rumpel's voice, even outside of the recording studio. For inspiration, he looked to many striking performances, among them, Sean Penn's portrayal of Daulton Lee in "The Falcon and the Snowman."

"We liked his energy and the feeling that he was just about ready to blow up at any second, while at the same time being funny, rhythmical and fast in his delivery," notes Dohrn. On the opposite end of the influences spectrum he cites Bette Davis' classic performance in "What Ever Happened to Baby Jane?" Deadpans Dohrn, "Drama. Rumpel takes himself very seriously."

Recalls producer Gina Shay: "We would edit the story reels, then put them in front of the crew and executives. Every time we saw it we just laughed our heads off. We were just struck by his take on the character. He became absolutely irreplaceable."

Dohrn's favorite "Rumpel lines" from the film are not really lines at all, but rather simple sounds and noises made during the course of the recording sessions, what filmmakers refer to as "efforts." "What I like the most is when he sounds like either a monkey or a goat and when he gets so excited just tiny little voices, little sounds come out of his mouth as he goes about his business."

When it comes to making wardrobe choices, to say that Rumpelstiltskin has his own unique personal style would be an understatement. Prior to taking over the Kingdom of Far Far Away, it was decided that Rumpel's clothes and color palette should be fitting of his environment--somewhat dull in tone, and a bit drab. But once Far Far Away receives a makeover, so does he; gone are the drab suits and in are the white suits highlighted with garish gold and splashes of blood red. "He has all of the riches, but none of the taste," states director Mike Mitchell.

Part Pinball Wizard meets Marie Antoinette, Rumpelstiltskin dresses for every meeting, party and occasion. Included in his wardrobe are interchangeable wigs designed to suit not only the situation, but his mood and temperament as well. "There's a business wig, victory wig and his signature angry wig," says producer Gina Shay. "We used to have business shoes and party shoes too," she adds, "but we pulled back and ended up striking the perfect villain wardrobe balance."

The end result - the look, design and voice - of Rumpel won praises from the entire cast as well. "I had the great pleasure of working with Walt," recalls Diaz. "He does all the voices when I'm recording and he's just fantastic. He's such a great actor and he's given so much in performance back to me in the readings for our recordings."

"Rumpel is a wonderful villain," notes visual effects supervisor Doug Cooper. "He's tricky and charming at the same time; he is ridiculously outrageous, all things you wouldn't expect out of a master villain and that's what makes him so much fun to watch." Adds producer Gina Shay, "He is so devious and so smart that he can just put on this innocent air of trust and trick people.

...REALLY FAR FAR AWAY...

One may think that the term "alternate reality" would mean the crew had carte blanche when it came to the look and design of the film, almost as if starting from scratch, but that was not entirely the case. "It was a real challenge when we set out to define the look of the film," says Mitchell. "We really wanted to give this film a different look while at the same time, be true to the world of Shrek." Adds producer Teresa Cheng, "We knew everyone would be curious to see the familiar and recognizable environments for Far Far Away transformed into an alternate universe."

Mitchell, Shay and Cheng were inspired by the look that production designer Peter Zaslav created for the holiday special Shrek the Halls, which he had worked on with Cheng, and they turned to Zaslav and art director Max Boas for guidance. Shrek the Halls "was the first time I had seen Shrek and Fiona's house covered in snow," explains Mitchell. "It was familiar, but still very unique. I knew then that we would be able to pull off the alternate reality from a design perspective."

As a visual template, Zaslav and Boas started with the familiar shape language color palette established in the first three films. "Basically, the film starts out as a visual continuation of the previous Shrek films," explains Zaslav. The artists even amped up the colors just a notch in order to highlight the dramatic contrast when Shrek finds himself in the alternate reality. "It's even brighter, happier and more colorful than "Shrek 2" and "Shrek the Third"--that is, until Shrek signs his contract with Rumpelstiltskin and we catch a glimpse of the Far Far Away ruled by Rumpel."

As soon as Shrek finds himself stranded in the new reality of Far Far Away, the look, tone and color of the film shift dramatically. A once lush, verdant landscape, Far Far Away has become a somewhat desolate, barren and dark wasteland, dominated by gold, greens and grays--inspired in part by the colors of the contract Shrek signs with Rumpel, especially the gold ink.

Gold, as one would expect for a tale involving the fairy tale character that once promised a miller's daughter he could spin hay into a steady stream of twenty-four-karat thread, became an important touchstone for designing the alternate reality, ruled by Rumpel. "Gold has become a dominant visual theme associated with Rumpelstiltskin and that actually gets propagated to the entire environment," says Zaslav. "We've gotten used to the world of Shrek--all the green trees, the green lush grass. In the alternate reality, all that green gives way to more yellows and golds."

But this gold does not glitter; it is the gold of fall leaves and harvest time--the gold of fall, when things begin to decay, rather than the green spring of growth that typically animates the Shrek color scheme. This visual difference created a lot of opportunity for creativity for the filmmakers. "It's been a lot of fun turning the world upside down and playing up the contrast between the normal reality and watching Shrek navigate his way through this surreal world with swirling clouds and barren trees," says Boas.

The darkness of the landscape reinforces, too, the initial bleakness of the story. Working this into the overall upbeat feeling of the Shrek franchise was challenging. "The world is going to be a little darker and a lot of this movie happens at night," explains Cheng. "One of our biggest challenges was to let the story unfold over twenty-four hours, [so that we] still have that 'ticking clock' feeling, but not live in darkness for too much of the film."

As the characters, colors, and landscape begin to work against Shrek, creating a trapped feeling, a glimmer of hope still twinkles for the isolated ogre.

Once he has re-befriended Donkey, he and his loyal companion find a clause in Rumpel's contract that provides Shrek with a twenty-four-hour window to set things right.

To contrast the dark tones of the film, the filmmakers created a number of new locations, environments and characters for the film that would liven things up, and bring some new opportunities for humor in the midst of this changed world. This led to an absurdist and decadent approach to Rumpelstiltskin and his army of witches, as well as his opulent, over-the-top palace.

But it is not just the locations that received a notable makeover. Everything from the characters in the film to the way the entire film will be screened was altered.

At the sheer mention of a "battle," one instantly imagines a visually stunning sequence and "Shrek Forever After" promises to deliver on that front. The first of the Shrek films to be shot in 3D stereoscopic vision, the visual effects team, led by Doug Cooper, had their work cut out for them. "3D is an equal partner in everything we do. We don't look at it as an afterthought," says Cooper. "We've given a lot of careful thought into the staging of our shots--designing them to take advantage of stereo."

For the art department, that meant conceiving the world of Far Far Away from a 3D perspective. "The fact that we are doing this movie in 3D has complemented our attempt to expand the universe," says production designer Peter Zaslav. "We're literally building the sets out in all dimensions, something we've never done." Ultimately, technology serves the story and story is king.

The filmmakers were committed to staying true to their vision of telling an emotionally compelling story. "If we've done our jobs, you'll believe in this world because it is so well designed, art directed and executed," says producer Teresa Cheng. "You'll feel it rather than see it."

But the filmmakers did not want to sacrifice story and acting for the 3D spectacle. In approaching the more emotionally driven sequences in the script where the mental state of the characters needed to be clearly illustrated, the film's head of story Walt Dohrn and director Mike Mitchell would urge the story artists to begin by stripping away the more logistical "bells and whistles" production side of a giant CG 3D animated feature film and focus mainly on the basic, raw, minimal expression of character acting. "Not minimal as in simple," explains Dohrn, "but minimal in the sense that there is a pure heartfelt immediacy to the delicate hand-drawn line from the story artist that best represents the core of a character's feelings."

Even the subtlest shift of the position of an eyebrow can make a character go from expressing frustration to conveying regret. "There was always subtext to every scene, especially with a character like Shrek, who has a hard time expressing his feelings," say Dohrn. "In a scene where he appears to be expressing a frustrated anger, we knew deep down he's struggling with issues of self-worth. This would help dictate a more engaging, layered performance in our boards and, ultimately, in the final film."

...RE-IMAGINING THE INHABITANTS OF FAR FAR AWAY...

The moment he signs the deal with Rumpel, Shrek finds himself more an ogre out of his swamp than a fish out of water. His reality torn to shreds, he is thrown into an alternate reality that at first, appears to be the same. The surroundings look and even feel familiar. At first Shrek thinks it's great, but soon discovers he's been tricked.

The final straw of realization comes when he is attacked by Rumpel's henchwomen, the witches. Armed with smoke bombs, they capture Shrek and cart him off for a face-to-face meeting with Rumpel. Fortunately, Shrek sees a ray of hope in recognizing his waffle-loving best friend Donkey pulling the cart that cages him. This Donkey, however, looks the worse for wear and in bad need of a day at the groomer.

Taking well-known and beloved characters and throwing them into a new set of circumstances can be a challenging and daunting task for any filmmaker. Comments director Mitchell, "That's what made it so exciting to work on." Adds producer Shay, "Even though it was risky, Mike, Teresa and I wanted to completely uproot our beloved inhabitants of Far Far Away and place them in a drastically altered universe."

Because the characters in the world of Shrek are some of the most well thought-out and rich characters developed, they must pass the litmus test, meaning the core of the character, their "voice" and personality, rings true even in a completely foreign and new situation or story plot.

While this was on the minds of the entire of crew, nobody knew this better than executive producer Aron Warner, who was at the producing helm of three previous installments. "The real secret is to ground stuff in the reality we already know," he explains. "Deep down, they are the same characters that audiences know and love and so long as they behave and act the same way they would under normal circumstances, they'll stay true to their core."

To illustrate his point, Warner refers to the scene where Shrek and Donkey finally meet in the new Far Far Away. Shrek has finally figured out what has happened. "Shrek is at his lowest," explains Warner. "He reconnects with Donkey and despite the alternate world, you see the core of their relationship is the same."

Acting the same in new environments or circumstances is one thing, but when it came to altering the looks of Donkey and Puss In Boots, the crew had to re-think their approach in the execution of the animation, rigging and modeling. "We had to really imagine how each character's life would be, how they would act, had they never met Shrek," explains Mitchell.

Re-envisioning Donkey presented a whole new set of obstacles for the crew. "It's a delicate line because you want to be true to the character's personality," explains Jason Reisig, head of character animation. To maintain their personalities the filmmakers kept the trademark enthusiasm of Donkey and Puss In Boots' cleverness and sly delivery intact. The end result is watching how that enthusiasm plays out while Donkey is under the employ of the witches and as Puss lives the life of a pampered fat-cat.

For the visual effects team, however, the new looks of Donkey and Puss brought forth a new set of obstacles. "Donkey presented a big challenge as his fur is a bit longer now," explains Oliver Finkelde, head of character effects. "Since the fur is longer, we have to make sure the skin [of the model] is not overlapping so we either go back to the animation department and ask them to adjust, or we actually deform the skin so there is a gap between, say, the leg and the chest." Due to the additional amount of volume and fur on Puss, the crew faced similar challenges in the modeling and rigging of the feline.

Of course, those obstacles also paved the way for more than a few humorous moments. "Puss is just this big, fat, pampered cat and he is hysterical to look at," says Eddie Murphy. "Donkey actually has to help him get his back cleaned in one scene and that is worth the price of admission just to see that."

...PRINCESS, OGRE, WIFE, MOTHER....WARRIOR!...

For a princess who one day dreamed of becoming Mrs. Fiona Charming, "Shrek Forever After" re-imagines the ogress as a fearless leader, determined to overthrow Rumpel and ensure freedom for all ogres.

A far cry from the spoiled princess introduced in the first film, Fiona has now traded in her tiara for a knife and battle-ax and her gown for a leather vest and battle armor. Fiona has become a force to be reckoned with, and feared.

"Fiona embraces her ogreness in this movie, and hides her human form from those around her," observes Jason Reisig, head of character animation. "She's been hit very poignantly by all the issues that Rumpel has brought forth and that in turn provides her motivation as a leader."

To further enhance the change from princess to warrior, Reisig and his team worked diligently to add subtle changes to the way Fiona was animated while at the same time keeping true to the core of the character.

"She's always been a powerful princess and not a pushover in any way," says Reisig. "But this takes her to a whole new level where she's a warrior. She also has to be Fiona but she has to have this kind of stature to her and a toughness. It was our task to find the right balance in movements and expressions by giving her a tough edge to her animation while simultaneously not changing who she is." All those subtleties in the animation provided a nice complement to the look and drive of a character transformed from royalty to warrior.

After spending years waiting for true love to find her, Fiona made peace with the fact that true love was not her destiny. Summoning her courage, she escaped the dragon's keep and started her life over by embracing the ogre inside and uniting the once solitary and lonely ogres living in fear of Rumpelstiltskin. Inspired by her newfound family, she has now channeled all her passion and energy into her work, determined to overthrow Rumpel and his witches.

"Even though Fiona has abandoned true love and she was able to escape from the tower, those walls of the tower still remain around her heart. Shrek now has to break through those walls to get to her," says producer Gina Shay.

Breaking through the walls of Fiona's heart turns out to be a bigger challenge for Shrek than he originally thought. When he first meets Fiona at the ogre camp, he is clearly taken aback by the transformation caused by Rumpel's new reality, directly the fault of Shrek.

"There are some beautiful moments between Shrek and Fiona where they are trying to understand why their connection is so strong, but she doesn't know him in this alternate universe. They are just pulled together by chemistry," explains producer Gina Shay. "There is a scene where they are sparring and their chemistry reminds me of two high school kids who like each other, and don't know what to do about it so they just punch each other. The animators really captured the subtlety dynamic."

One of the most notable physical changes to Princess Fiona's is her hairstyle. "Her hair is really a character unto itself," say director Mike Mitchell. As many in the field of animation will attest, executing CG hair is one of the most complicated tasks to accomplish, and most will agree that long hair just adds to the equation.

"Fiona's hair is some of the longest hair we've ever animated here at DreamWorks," says visual effects supervisor Doug Cooper." "Her hair is not only long, it is wavy and curly--and it's hard to create believable, wavy, curly hair."

To tackle the wavy strands and curls of Fiona, Cooper turned to his character effects team, led by character effects supervisor Oliver "Olee" Finkelde.

In order to achieve the desired effects, Finkelde and his team actually treated Fiona's hair like a separate character and created an entire independent rigging system for the red locks. The rig, however, was not without its specific challenges as the character effects team had to work closely with the animation team to ensure that both the rigs of the hair and the character of Fiona would not overlap each other when either moved.

"It is important to make sure those curls and waves don't intersect each other or cut into another part of the character, such as the shoulder, arm or neck," explains Finkelde. "The entire team did such an amazing job on Fiona, warrior princess," says director Mike Mitchell. "I could not be more proud."

Although they are basically working with the same characters from the previous films, the crew welcomes their altered designs. "It feels like you're animating them for the first time even though we all know them," says supervising animator Marek Kochout.

In expanding the world of Shrek and Far Far Away, the introduction of new ogres was pretty much a natural evolution for the filmmakers. "At some point, you have to just think, 'There's gotta be more than Shrek and Fiona, right?'" says producer Teresa Cheng.

Ultimately, the crew talked about who the ogres are and what they looked like. "They aren't as sophisticated as Shrek," continues Cheng. "He's the domesticated ogre, he's had the most human contact." The production finally settled on design that is slightly more ogre-ish in form, to illustrate that Shrek has become more evolved.

When Shrek stumbles upon a campsite populated by ogres, not only does he realize he's not alone in the world, he realizes that he's also the runt of the ogre litter. The designs for Fiona's second-in-command evolved into a bigger, tougher and smellier version of Shrek named Brogan, voiced by newcomer to the Shrek family, Jon Hamm. "We're used to seeing Shrek as a sort of big, hulking ogre and all of sudden we see him next to Brogan and he looks like his kid brother," says Hamm. "It's been an amazing journey working on the film and I'm thrilled to be a part of it!"

Additional members of the ogre clan include scene-stealers as: the camp's resident chef, aptly named Cookie, voiced by Craig Robinson and funny-gal Gretched, voiced by Jane Lynch. "Cookie is very proud of his chimichanga cart and without giving too much away, let's just say it's a good thing he brings it into battle," says Robinson.

The battle that Fiona and her band of ogres are preparing is with none other than Rumpelstiltskin and his army of witches. "The witches are Rumpel's henchmen," explains Cheng. "He has two types of witches--party witches that hang out with him at the palace and patrol witches, who are basically the ones that hunt down ogres for Rumpel."

Lending their voices to the band of witches are Lake Bell, Kathy Griffin, Mary Kay Place, Kristen Schaal and Meredith Vieira. "In 'Madagascar 2,' I played a newscaster so it was very close to home for me," says Vieira. For "Shrek Forever After," Vieira got to stretch her acting skills and develop a character outside her persona, stepping into a world with other actors. "This is a little different and now I appreciate the process of playing off another character."

Additionally, Rumpel's bounty hunter is the Pied Piper, whose melodic and hypnotic tunes lure the ogres out of hiding and into a trance, ultimately under the control of the minstrel. "It's actually a pretty elaborate and complex sequence," say Mitchell. "We were lucky enough to get Michael Rooney to come in and actually choreograph the dance sequence for us."

For his part, Rooney brought in about 30 dancers with the layout crew and cinematographer on hand to videotape for reference. "The goal was to have part of the story line threaded through a dance number," says Rooney, "so we have the music of the Pied Piper serving as the device to serve Rumpel's wishes."

"And that's just what Michael did," adds Mitchell. "He brought an art to the whole scene and it's telling a little story. It begins with these ogres being taken in by the Pied Piper, rounded up and led into cages. It's the most entertaining way to put someone in a cage I've ever seen!"

...EXTREME PALACE MAKEOVER...

In many respects, it might be a blessing in disguise that King Harold and Queen Lillian are not around to witness the garish transformation that occurred to their beloved medieval castle and home when Rumpel assumed rule over Far Far Away. An extreme home makeover gone horribly awry, Rumpel has taken "bad taste" to a whole new level.

"This was one of our most elaborate sets on the film," says production designer Peter Zaslav. "Maybe one of the most elaborate sets in any of the Shrek movies." Based on the architecture and models of the King and Queen's palace, Zaslav and art director Max Boas continued the motif of the oval shape that was introduced in the carriage park where Rumpel lived by transplanting the design of Rumpel's carriage to the palace, as if placing it right on top. The oval motif was also carried through to the interior of the castle as well.

Explains Zaslav, "We wanted to get away from the traditional way of portraying a villain as very angular, with everything around him being spiky and sharp. So we went in the opposite direction making all the shapes around him round."

Once inside the palace, garish golds, bright whites, reds and lavenders dominate the color palate. The look of Rumpel's pet goose Fifi even provides inspiration to the patterns of the decor throughout the rooms including Rumpel's VIP lounge located adjacent to the disco ballroom and the many alcoves where the witches gather to stand, pose, party and most of all, dance.

The palace also provides the location of two of the most visually challenging sequences in the film--a high-adrenaline Broom Chase scene, which finds Shrek and Donkey being chased by Rumpel's witches and the final climatic battle of the film with Shrek, Fiona and a dragon.

...THE VISUAL EFFECTS...

In what will arguably be remembered as one the most hair-raising sequences to be seen in the Shrek films, the broom chase through Rumpel's palace is one for the record books.

A novice at broom flying, Shrek is faced with navigating an out-of-control broom through the cavernous palace while being pursued by over a dozen bomb-yielding witches. Oh, and he's got Donkey riding shotgun.

After the sequence was storyboarded by Walt Dohrn's team, director Mike Mitchell turned to his layout and visual effects teams to create the wild sequence of events.

"The camera work is incredibly dynamic which makes the scene so effective," says Doug Cooper, visual effects supervisor. "Shooting in 3D created challenges in how we were going to light the space and how we would integrate the characters into the environment."

Since the scene involved Shrek being chased on a broom by over a dozen witches gunning for him, the sequence called for close collaboration between the layout/pre-visualization department and the character animation team, headed respectively by Yong Duk Jhun and Jason Reisig.

For the team, that meant using the stereoscopic camera in the most effective way possible. "Every shot composed with the stereoscopic camera is carefully controlled by the layout artists," explains Yong Duk Jhun, head of layout. "In complicated action sequences like the broom chase, the depth of field in the camera will be less than usual because the actual stereoscopic distance will cover the rest of the depth information."

The sheer complexity of visual detail in the palace itself--an ornate, ostentatious, over-the-top environment--could have hindered the action sequence, but instead, the visual effects team used the detail to complement the action shots.

Working with art director Max Boas and production designer Peter Zaslav, the visual effects team reigned in the detail of the palace so that audiences would be able to read what was taking place in the scene between the characters. The team spent hours taking the rich, detailed environment of the palace and organizing it visually so that all of the movements taking place throughout the corridors and hallways would make sense to the viewer.

The final showdown between the Ogre Army and Rumpel and his witches was one of, if not the most, technically complex and challenging sequences to animate. With hundreds of ax, chain and shield-wielding ogres, and witches flying through the palace lobbing exploding pumpkins, the visual effects team went into overdrive. "The scale of complexity in the final battle sequence is enormous," says Alex Ongaro, head of effects.

At the centerpiece of the battle is the bright, shiny new disco ball that Rumpel installs over the dance floor. What he doesn't realize is that is in fact a "Trojan Horse" concealing hundreds of ogres armed and ready for battle. On cue from Donkey and Puss, the silver rectangles of the disco ball give way, revealing the green army and their weapons. The reveal of the ogres proved to be an enormously complicated scene to execute and required a close collaboration between the visual effects and animation teams.

"You have characters that need to pose together with their shields to form a ball," explains Doug Cooper, visual effects supervisor. To achieve a believable look, the effects team orchestrated the choreography of the start of the scene, a task normally handled by the animation team. "The effects team made the explosion work as if the disco ball were breaking part, being pushed by ogres," says Jason Reisig, head of character animation. Once free of the disco ball, Reisig's team took over. "We created animation cycles that we could attach to the ogres' shields and which the ogres would then follow. We then turned it over to our animation crowd team, " he adds. The give-and-take between the two departments resulted in a breathtaking scene of visual effects and animation wizardry.

...AND THEY LIVED HAPPILY EVER AFTER...

Thus completes the journey of a green ogre that began in 1995 when Jeffrey Katzenberg and his team at DreamWorks Animation began the development process to bring William Steig's fractured fairy tale to the big screen for the first time. Four theatrical movies, an Academy Award® for Best Animated Feature Film, two television specials (one still in the works), a Broadway musical, theme park attractions and numerous animation and visual effects industry awards later, Shrek has become a global icon loved by millions.

"This film's legacy - and all the films - is really quite extraordinary," observes Cameron Diaz. "What Shrek, Donkey, Fiona, Puss have all accomplished, and what they've given the audiences is something we're all very proud of, and I'm proud to have been a part of the journey."

In a fitting challenge for the final installment of the Shrek films, Shrek once again needs to save Far Far Away, win over the heart of Princess Fiona, and prove that he is worthy of True Love's Kiss. Only then can he save himself and return to his old, yet very familiar world and life. In so doing, Shrek come to terms with the life he briefly left behind, and by choosing it again becomes truly ready, willing and able to live out his real Happily Forever After...