GREEN LIGHT PRINCESSES TAKE CHARGE IN `THE THIRD'.

Byline: - Glenn Whipp

It's hard to nitpick with two movies that have managed the neat trick of being both critically acclaimed and commercially boffo ($1.4 billion in worldwide box office), but if there was a criticism of the ``Shrek'' films, it was that they came laden with too many pop-culture references.

``I get that argument,'' says Chris Miller, who worked as a story artist on the first two ``Shrek'' movies and is directing ``Shrek the Third.'' ``Me, personally, I tend to agree with that. Those kinds of jokes do date the film.''

So when ``Shrek the Third'' arrives in theaters on May 18, look for Miller to steer away from pop-culture potshots and stick to the fairy tales. The movie has Shrek uncomfortably assuming rulership of the kingdom of Far, Far Away. He's so uncomfortable, in fact, that he leaves to find someone more suitable -- Fiona's cousin, Arthur (voiced by Justin Timberlake).

Shrek's departure creates a power vacuum, which the vain Prince Charming is only too happy to fill. When Charming gathers up a who's who of fairy-tale villains and gives them a chance to rewrite their losing-end versions of happily-ever-after, it's left to Fiona to counter with her own girl-power band of princesses.

``The princesses -- we've got Snow White, Rapunzel, Cinderella, Sleeping Beauty and Larry King's Mabel -- aren't used to ... you know ... actually doing anything,'' Miller says. ``They've got a sense of entitlement that comes from always sitting around, waiting to be rescued. They've got to break out of that shell and define themselves as individuals.''

Miller says it's too early to say whether he will be involved with ``Shrek 4,'' which is currently being written. The fourth film already has a release date -- 2010.

``These movies take so long to make that they had to get started now,'' Miller says. ``I suspect today's kids might be taking their own kids to `Shrek' movies down the line. The green guy isn't going away.''

Not so long as he's bringing in so much green.

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(color) ``Shrek the Third'' opens May 18.