Shrek has to pay the piper to reach the franchise finale.

BD: And what was it like doing Shrek in 3-D for the first time?

MM: That was the biggest challenge, quite frankly, because I thought that Josh Klausner and Darren Lemke were such good storytellers and we had the funniest board artists and we gathered this [great] team of people. The only wildcard for me was I had never done a 3-D movie before. Well, fortunately, one of Jeffrey Katzenberg's buddies is James Cameron, and he came to the studio and talked to us about 3-D.

BD: Tell us about that experience.

MM: He brought some early Avatar footage and I just asked as many questions as I could about objects in the foreground and focal length. And it's also interesting that How to Train Your Dragon was being made at the same time, and, like a hippie commune, we all helped out and learned how to use 3-D as a storytelling device. And Shrek really demonstrates this. There's a moment when Shrek's home is an empty husk and he barges into it and falls down and lifts himself up and it looks like a live-action movie. It's very much told from Shrek's perspective, which we've gotten away from, and it's like this Twilight Zone movie where we see everything through Shrek's eyes. As he gets up, and there's a shaft of light coming in and little bits of dust in the air and you can almost taste the dust when you have your 3-D glasses on. That was one of the first scenes we did and when I saw it fully lit, I realized that this is like Surround sound: it's an extra element that's really striking. We did the ViewMaster stuff but also the in your face stuff like the horses galloping at you. We couldn't resist. But it really works best when the story calls for it.

BD: What were some of the other challenges for you?

MM: The comedy. These are characters we know so you can't just get away with doing the same jokes. With Puss in Boots, we've seen his sad eyes, and yet it had to be in the film, so our biggest challenge was to really push it until we got it. I know it's just a joke, but we were really serious about our comedy.

Bill Desowitz is senior editor of AWN & VFXWorld.