California: Time to catch up with your ogre friend Shrek, his greenish bride, Fiona, and their two men Friday, the yammering Donkey and the overreaching Puss in Boots.

The filmmakers behind ''Shrek the Third'' offered a sneak peek at their PDI-DreamWorks animation complex near San Francisco. From the 20 minutes of footage they showed, the film looks likely to meet expectations as one of summer's hottest tickets.

Key voice stars Mike Myers, Eddie Murphy, Cameron Diaz and Antonio Banderas return, with Justin Timberlake headlining the newcomers as geeky teenager Artie.

''You feel you've got a lot to live up to, man,'' Timberlake said about being the new kid on the block in the Shrek world. ''Every character is so good. When you come into 'Shrek,' you definitely feel you have a lot to prove.''

The gang is joined by a gargantuan cast as the filmmakers take advantage of advances in computer animation to load up on supporting players, among them magician Merlin, Captain Hook, wicked witches, ugly stepsisters and four of the fairy-tale world's fairest princesses.

Here's a rundown of the players and their exploits for the film that hits theaters May 18:

What's Happening

Just when newlyweds Shrek and Fiona thought they could head home to peace and quiet in the swamp, Fiona's dad, the frog King Harold, croaks.

On his deathbed, he asks son-in-law Shrek to take over the throne of Far Far Away, a job the ogre dreads. Shrek's only option: track down Fiona's distant cousin Artie and groom him to become king.

So Shrek and sidekicks Donkey and Puss sail away to find Artie, the future King Arthur. Just as they leave, Fiona drops another bomb on her anti-social, kid-hating husband: There's a little ogre on the way.

Fiona stays behind at the palace, where Snow White, Sleeping Beauty, Cinderella and Rapunzel throw her a baby shower. The gifts include one of the seven dwarfs as a live-in baby sitter (''Don't worry,'' Snow White tells Fiona. ''I have six more at home.'').

Palace life is interrupted by an invasion of fairy-tale villains, led by Prince Charming, whose happy-ever-after was dashed by Shrek in the first two films. The prince takes over the realm, forcing Fiona to teach her posse of pampered princesses to stand up for themselves rather than wait for a man to rescue them.

''A big part of this film is just the theme of taking responsibility, be it fatherhood or kingship or whatever,'' said Nick Walker, head of layout on the animation team for ''Shrek the Third.''

Who's Back

The whole gang returns, led by the key foursome of Shrek (Myers), Donkey (Murphy), Fiona (Diaz) and Puss in Boots (Banderas).

Shrek's still barking at everyone in his Scottish brogue, though married life brings out his softer side more and more.

''What I love about the Scottish people, which is part of my heritage, is they go from, 'I love you, come here,' to 'You get out of my house!''' Myers said. ''Scottish people are hilarious when they're angry. They shift gears so fast.''

Also back: Fiona's mom, Queen Lillian (Julie Andrews, who in a dizzy moment hums ''My Favorite Things,'' a tune she sang in ''The Sound of Music''); King Harold (John Cleese); villainous Prince Charming (Rupert Everett); and ugly stepsister Doris (Larry King).

It wouldn't be a ''Shrek'' movie without all those goofy bit players, including the three little pigs, Pinocchio and the Gingerbread Man. The minor characters were so much fun, the filmmakers said they had to reign them in or they might have taken over.

''Gingey tries to steal the show,'' said ''Shrek the Third'' co-director Raman Hui.