Mike Mitchell was thrilled to pick James Cameron's brain about objects in the foreground and focal depth.

MM: That idea came from Josh Klausner -- he just wrote Date Night recently. He and I were both in a room together coming up with the Shrek story and, again, we wanted to encapsulate all of the Shreks and bring it to a good conclusion. Not only did he come up with Shrek's problem, which is fascinating, but also the It's a Wonderful Life concept. To give everyone what they expect but not how they expect it and really analyze these characters and make us think about why we love them so much and how different they could be. I just thought it was a great idea and became fully engaged and that's how I came on as a director. It probably helped that I had a newborn kid at that time and a two-year-old because I was going through similar things that Shrek was going through.

BD: Was it difficult to develop?

MM: I found it very difficult because we didn't want to exclude kids and it's an alternate reality story. But kids are way smarter than we give them credit for and they follow this right along -- they know what Shrek's going through. He feels disempowered, and kids feel disempowered all the time and they want to go back. Even right now, my five-year-old wants to be younger again. So I think it's something's that built into them.

BD: Could you relate to the little Butter Pants kid in the movie who annoyingly asks Shrek to "Do the roar."

MM: He's based on my youngest kid and has a very deep voice but he's not a spoiled brat.

BD: Talk about your new villain, Rumpelstiltskin, voiced by head of story, Walt Dohrn.

MM: I call him the irreplaceable Walt Dohrn, because we really worked hard to put different voices in there and every time we did it the whole tone of the movie would change. It wasn't as funny; sometimes it would become very dark, sometimes it would become just a completely different character that didn't seem like the one that Walt helped to create. We were so happy to get the studio's blessing because that's a big move, and for Jeffrey to go along with that, but we were all on the same page.

BD: Who was Walt referencing?

MM: It was several people: Robert Walker from Strangers on a Train because he's a weasel with a scam going; Bette Davis from Whatever Happened to Baby Jane because he's child-like; Patty McCormack from The Bad Seed; and Sean Penn from The Falcon and the Snowman; and Walt just mashed them all together into one voice.

BD: What was it like switching from PDI to the Glendale campus for this Shrek?

MM: There are people who have been working on Shrek for eight years and they're burned out. And so we had a fresh story, we wanted to get new energy into it; we hired people from SpongeBob SquarePants, we hired Sam Raimi storyboard artists from Spider-Man. Gina Shay, our producer, had produced the South Park movie, which is a very different thing. I came from outside the studio even though I've worked at DreamWorks since Antz. And so we did it in Glendale, which was fortunate for me because I got to be near my kids more at the beginning of this project. And Glendale has as much talent as PDI. Plus PDI was happy to be working on Megamind, Tom McGrath's next movie.