How Shrek 2 Pulled Off the Impossible

Mike Myers and the team behind the Dreamworks sequel on improving the animation, creating a perfect soundtrack, and the rise of the Shrek Rave.

Shrek and Fiona sharing a picnic on a sunny beach, with a clear blue sky and ocean backdrop.

Here’s a hot take that might set off any millennials in the room: Shrek 2 is better than the original Shrek.

Wait! Before you throw your phone out the window and reach for the nearest pitchfork, hear me out. Yes, Shrek is an undeniable classic that revolutionized animation, launched a franchise that fans still love today (sometimes perhaps a little too much), and forced the Oscars to introduce a “Best Animated Feature” category, but Shrek 2 took everything that made the original great and somehow made it even better.

Shrek 2 boasts better animation, it added movie legends like John Cleese and Julie Andrews to the cast, it introduced Antonio Banderas as Puss in Boots (the gift that keeps on giving), and it features a scene in which a Godzilla-sized Gingerbread Man attacks a castle while “Holding Out for a Hero” blasts in the background. Shrek 2 also just barely edges out Shrek on Rotten Tomatoes with a score of 89% (compared with 88% for the original), it sits comfortably at the top of most Shrek movie rankings, and it even nabbed a Palme d’Or nomination at Cannes.

What about the soundtrack, you say? Yes, Shrek gave the world Smash Mouth covering The Monkees, but Shrek 2 raised the stakes with the Counting Crows’ instant classic “Accidentally in Love” (written specifically for the animated sequel), along with a cover of “Changes” so good David Bowie offered to record new vocals for it.

And if you’re still not convinced, even Shrek himself (Mike Myers) tells Inverse that the sequel was a delight.

“It was fantastic, and it was just magical,” Myers says. “Everything about it was magical. Just unbelievable.”

Mike Myers meets fans at the premiere of Shrek 2.

Jon Kopaloff/FilmMagic/Getty Images

Shrek 2 picks up where Shrek left off. The newlywed ogres return to the swamp after their honeymoon, but this blissful period is quickly disturbed by an invite to meet Fiona’s parents. The king and queen are keen to celebrate the duo’s engagement but have no clue that Fiona has chosen to remain an ogre — or that her new husband is one too. So the green-skinned duo (plus Donkey) begrudgingly make the trip to Far Far Away, where their matrimony is threatened by Fiona’s not-so-nice Fairy Godmother.

Now, 20 years after Shrek 2’s original release in May 2004, Inverse speaks to Mike Myers along with four other members of the crew to find out how Shrek 2 defied the sequel curse to eclipse the original and become an animated classic.

Back to the Beginning

Shrek (2001)


Originally, Mike Myers didn’t think Shrek would be a hit. Nor was he the original choice for the role.

Comedian Chris Farley was famously cast as the ogre before he passed away in 1997. DreamWorks co-founder Jeffrey Katzenberg then approached Myers at the premiere of Saving Private Ryan, asking him if he would be interested in the animated film. Myers was intrigued, but also a bit skeptical of the name, which he points out is Yiddish for “scare.”

“He said Shrek, and I thought it was a terrible title,” Myers tells Inverse. “I didn’t know about the William Steig novel until much later.”

“I enjoyed it so much, I wanted to do it again.”

But his mind changed as soon as he read the script for the first film. “I really thought it was fantastic that in the Eurocentric fairytale world, they turned the villain into a hero,” he says.

He loved the progression of Shrek from self-loathing to self-loving ogre. It also aligned well with what his mother, a trained actor from Liverpool, had told him.

“She had always said that when you play a villain, just remember that the villain is the hero of their own story,” Myers says. “And I thought that was really smart.”

He went into the first film still unsure if it would be a hit, but it soon became clear it was a success, winning the inaugural Academy Award for Best Animated Film in 2002. For Myers, it was a no-brainer to sign on for the sequel.

“I enjoyed it so much, I wanted to do it again,” Myers says. “I thought it did merit another visit to his world.”

A Star-Studded Cast

The cast of Shrek 2 at the film’s premiere in 2004.

Kevin Winter/Getty Images Entertainment/Getty Images

Voice acting for animation is much different than filming in person. Unlike working on a film set, when you’re with the cast almost all the time, a lot of the actors’ time is spent recording in a booth. In fact, Myers didn’t even meet his co-stars Cameron Diaz (the voice of Fiona) and Eddie Murphy (Donkey) until they were promoting the first movie.

“I know Eddie a little bit, but I know Donkey very well,” he says.

But he was glad that cast and crew were on board for another Shrek film. “I was thrilled that everybody else wanted to be part of it.”

Puss in Boots makes his grand debut.


The second movie also adds a whole new cast of characters to the Shrek universe. Antonio Banderas plays the cunning Puss in Boots (and went on to star in two spinoffs of his own), Jennifer Saunders voices the Fairy Godmother, and Rupert Everett stars as her son, the narcissistic Prince Charming. It also features John Cleese and Julie Andrews as Fiona’s parents, King Harold and Queen Lillian.

A self-proclaimed Monty Python worshiper, Myers loved interacting with Cleese. “Monty Python is often called ‘the Beatles of Comedy,’ but really Python is the Monty Python of comedy,” Myers says. “So much of what we all do has elements of Pythonian humor.”

Myers also recounted his meeting with Andrews, flying on a plane together as part of the film promotion.

“I just thought she was my mom,” Myers tells Inverse. “I ended up just making sure she was OK.”

Honing the Art

Shrek meets his parents-in-law.


The first Shrek was ambitious, piloting all sorts of new animation techniques. But with the second, the production team pushed the technology even further. One notable addition was the use of global illumination in Shrek 2. Quite new at the time, the technique simulates more natural lighting by taking into account both indirect and direct light

“It ended up working really well,” visual effects supervisor Ken Bielenberg tells Inverse. “The lighting and the look of the picture had really elevated from Shrek. It was groundbreaking in its overall look and complexity.”

Another major challenge during animation was creating more realistic humans.

“The first film was much more cartoony,” says character designer Tom Hester.

Shrek 2 introduced a lot more human characters, including Fiona’s parents. In some cases, these characters were specifically designed with the voice actors in mind (like Saunders as the Fairy Godmother). Other characters took an entire year to design, going through lots of iterations until they finally felt right.

“We wanted to avoid the uncanny valley of looking kind of real but not quite as creepy,” Bielenberg says.

“Handsome Shrek”


One of the most difficult characters to come up with was “Handsome Shrek,” the human form the ogre transforms into after drinking a magical potion. Animators had to hone in on what Shrek as a human would realistically look like.

“He had to look like a sort of a jock type guy,” Hester says. “[We were] trying to figure out how to make that and still having him recognizable as the same character.”

Shrek 2 also features the debut of the beloved Puss in Boots, an anthropomorphic cat whom Shrek and Donkey befriend. The devious feline was modeled after Bielenberg’s own tabby, Lucifer, and went through various iterations.

“Some of the first designs I did were too real,” Hester says. “It was too scary. I had to dial that back and try to make him more of a plush toy kind of look.”

One of Puss’ most iconic looks almost didn’t make it to the final cut: the cute eyes he employs when trying to manipulate others.

“When we were working on Puss in Boots, I remember seeing the idea to morph the eyes to get that cute eyes effect,” Bielenberg says. “I thought, ‘That’s not believable; that doesn’t work.’ But the directors loved it, and now it’s an iconic image for Shrek. There are a lot of memes out there.”

The Sound of Music

Fiona’s Fairy Godmother (Jennifer Saunders)


While both Shrek and Shrek 2 feature soundtracks full of hit songs, the sequel also put greater emphasis on its original score.

“The score is what really binds the movie together,” composer Harry Gregson-Williams tells Inverse. “The score is trying to help tell the story.”

As for the rest of the soundtrack, Gregson-Williams credits director Andrew Adamson with picking most of Shrek 2’s needledrops. “Andrew was very instrumental in deciding which songs would work best for the narrative.”

Most fans will likely point to “Accidentally in Love” as Shrek 2’s musical highlight, but Myers points to Buzzcocks’ “Ever Fallen in Love” as his personal favorite.

“It’s such a great song,” he says. “And I think the Buzzcocks are underrated cultural influencers.”

But perhaps the most iconic song featured is Bonnie Tyler’s “Holding Out for A Hero,” gracefully performed by the Fairy Godmother as Shrek races back to the palace.

“That was brilliant,” Gregson-Williams says. “And that was very much Andrew Adamson.”

Success and Legacy

Shrek 2 heroines, assemble.


But the music isn’t the only reason the movie has managed to stay culturally relevant. Shrek has become a phenomenon in and of itself –– with all sorts of spinoffs, celebrations, and even raves.

“I want to take my kids,” Myers tells Inverse enthusiastically.

Myers believes the franchise holds up because of its overall message.

“It’s based on a universal of ‘love thyself,’” he says. “Everybody has to learn that same lesson at different rites of passage and a different set of circumstances.”

Not to mention, it broke all sorts of formulas in doing so.

“It was an attempt at realism, but it was done with such a tongue-in-cheek, sort of parody of fairy tales and comedy, and such an attitude that it really resonated with people,” art director Steve Pilcher says.

When asked about the potential for Shrek 5, Myers was tight-lipped. “There’s nothing I can share,” he says. “Absolutely I cannot share anything.”

But one thing is sure: Mike Myers is not ready to put Shrek to rest.

“The animators, and writers, and directors, and the producers, and all the other cast members are just so first-rate, the music's good in it, it just makes for an immaculate universe that I love to be in.”

Related Tags