REDWOOD CITY, California -- He's big, he's green, he's somehow Scottish, and this summer he's back for thirds.

MTV News got an up-close look at "Shrek the Third" at DreamWorks Animation studios, where we were shown scenes from some of the film's more spectacular moments. Read about what we saw below, but beware: There are ogre-size spoilers ahead.

Once Upon A Time

"Shrek the Third" begins "a couple weeks" after the end of "Shrek 2," said director Chris Miller, with Shrek (Mike Myers), Princess Fiona (Cameron Diaz), Donkey (Eddie Murphy) and Puss in Boots (Antonio Banderas) still holed up at the king's royal palace in the land of Far Far Away. After a rude awakening by Donkey and his half-dragon kids, Puss arrives to give Shrek the lowdown on his responsibilities for the day, which -- because the Frog King has recently taken ill -- include knighting a squire (Shrek winds up overdoing it, leaving the sword in the poor man's shoulder); christening a boat (which Shrek manages to both sink and set on fire); and attending a royal banquet (which ends in total disaster after a dressed-up Shrek asks an attendant to scratch his butt, setting off a chain reaction that destroys the hall). Like the first two movies, this opening sequence is told as a quick-cut montage, with Shrek doing his eager best only to wind up foiled by his nature.

The action slows down a bit with a scene between Shrek and Fiona back in bed, the two exhausted by the day's activities. Showing otherworldly patience, Fiona tells Shrek that these duties will soon be over, that before long they can return to their home in the swamp, where -- she coyly suggests -- it would be nice to hear the pitter-patter of tiny, little ogre feet. Shrek wants none of it. "You ever see an ogre baby?" he asks. "They extra cry and extra poop!" It's at this moment that the couple is interrupted once again. "Well, somebody better be dying," Shrek snarls.

The Frog Funeral

It turns out King Harold is about to, well, croak. Before he leaves the mortal coil, he asks Shrek to assume the responsibilities of leading the kingdom, although he does let slip that there's another possible heir, Fiona's younger cousin Artie (Justin Timberlake). Finding the young chap seems ideal to Shrek, and soon our heroic trio are off to set sail for "Wor-Ces-Ter-Shire." The long goodbye at the dock is Puss' finest early moment -- the intrepid feline is flanked by a dozen stray cats, all of whom he calls the "love of [his] life." With the boat slipping away, Fiona finally gathers the courage to tell her husband the news: "Shrek, you're going to be a ... " but is interrupted by the sound of the boat's bullhorn (actually a Viking distress horn). Finally she's able to blurt it out. "I'm pregnant." Donkey: "I'm going to be an Uncle!" Puss: "Shrek, you're ... " honk!

Meanwhile, Trouble Brews

Entering the Poison Apple Bar, Prince Charming orders "fuzzy navels for everyone!" Just when it looks like Charming is about to be jumped for not belonging, he makes the patrons an offer they can't refuse. "Once upon a time, someone decided that we were losers," he exclaims, telling the Ugly Stepsister, Evil Witches, Captain Hook and Rumpelstiltskin that they can all find their "happily ever after" if only they'd follow him and overthrow the kingdom.

Medieval Times

"Where are we?" Donkey asks. "Well, my palms are sweaty ... this must be high school," Shrek deadpans. They've reached the end of the road in their search for Artie, only to discover that the boy is a complete loser and at the bottom of the high school food chain. (Shrek mistakenly thinks the strapping Lancelot is the boy they're after, not the nerdy runt Lancelot creams in a jousting contest.) Shrek finally convinces Arthur during a school pep rally, when Arthur realizes the opportunity to go from zero to hero is too good to pass up.

Princess Party

The princesses of Far Far Away throw a baby shower, where Snow White gives Fiona a dwarf to help out with the chores ("Don't worry, I've got six more"), but they are soon interrupted by Prince Charming's palace coup. (He and the other fairy-tale villains fly in on an armada of witches' brooms.) When the princesses escape to underground catacombs, Charming questions the Gingerbread Man, Pinocchio, the Big Bad Wolf and the Three Little Pigs. This leads to the funniest moment from the screened footage when Gingy, questioned by Captain Hook with his menacing claw, has his life rapidly flash before his eyes. The quick montage includes shots of him being baked, growing up, getting tortured by Lord Farquaad and driving a candy car through a candy-land street.

The Magic Factory

In scenes that were shown as storyboards, we revisit Shrek back on the boat, where he's regaling Artie with visions of what to expect as king. Unfortunately, this makes Artie jittery, and the two heroes are soon fighting for control of the boat. Before long, it crashes on a deserted beach. With Puss and Donkey in tow, the guys venture into the wilderness where they find a tiny shack, inhabited by none other than Artie's old teacher Merlin (a hermit in his old age after a messy divorce from the Fairy Godmother). After discovering that they have a lot in common ("Arthur is very much like Shrek in this film," Miller said) and deciding to face their challenges head-on, the pair convince Merlin to transport them back to ...

Go Go Away?

The fairytale land has been completely overrun by Charming's minions, who have captured the princesses and locked them in a castle dungeon. What's worse, Merlin's magic was spotty, and Puss and Donkey find their bodies have been switched. Shrek learns that Charming is going to rewrite fairytale history by staging a play in which he slays the terrible ogre, and before Shrek can stop him, the green guy is captured and placed in chains beneath the stage. Meanwhile, Fiona convinces the other princesses to be proactive in their stories and escape from the dungeon to help rescue Shrek. This leads to another hilarious scene -- Snow White sings a peaceful melody (which attracts all manner of woodland creatures, of course) only to segue into Led Zeppelin's "Immigrant Song," sending the lil' guys off to slay the palace guards.

Happily Ever After?

Will Fiona and the princesses rescue Shrek? Will the boy who would be king claim his rightful throne? Can little baby Shrek vomit any more profusely?

Well, you didn't think we'd tell you everything, did you?

"Shrek the Third" opens May 18.

Check out everything we've got on "Shrek the Third."

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