So Andrew Adamson handed over the directing duties to Chris Miller and Raman Hui on Shrek the Third; both had worked extensively in the art and animation departments on the previous two films. Them, along with producer Aron Warner, who's produced all three Shrek films, spoke with Movieweb.com about working on the next installment of the film.

Here's what they had to say:

Can you talk about making the transition from production to co-directing?

Raman Hui: It was a great experience for me because for the first movie, I was mostly concentrating on animation and helped a little bit of the storyboarding. And in Shrek the Third, I got to see the whole process of the pages. Chris and Aaron did a lot of the writing, and how it turned into a story; it was just great.

How did your backgrounds affect your experience co-directing?

Chris Miller: It was easier because everyone, in every phase of the production, has a skill. Most everyone who has worked on the first two films helped, so it was a pretty well-oiled machined to step into; it was great support all around.

Were you ever anxious at all about the expectations of this film?

Chris Miller: If we worried about that, we would be paralyzed; we really worked hard to just concentrate on making the best movie. We wanted to make something that we love - the best possible film and not worry about the rest of it. Cause when you do, it's not fruitful; it's out of your control.

Are you amazed at how technology has evolved since the first Shrek?

Raman Hui: Actually, it's pretty amazing now we can handle a lot of things that we couldn't have done in the first one. We have a big shot with all the fairytale villains and all the fairytale creatures and all the princesses and everyone in town. We couldn't do it before and now we can handle all that and it's amazing!

Is there always an effort to use humor in the films popular with kids and adults?

Aron Warner: It's not really calculated; if it doesn't make us laugh, it doesn't stay in the movie. So there's stuff that makes us laugh that appeals to both our more adult side and stuff that appeals to our complete juvenile, childlike sense of humor, so we kind of end up with a good combo just by going with our gut. I think it would be awful to sit there and go 'kid joke here,' 'gotta have an adult joke here.' In a way I'd like to say we do calculate that cause it would make us seem smart, but we just do what works.

Chris Miller: We're aware if we are crossing the line too much or dumbing things down.

Why do you think kids love Shrek so much?

Aron Warner: I think one of the things that does appeal to kids is the sense that we don't talk down to them; it's not who we are. As people it's not who we are or as storytellers. We do sometimes walk the line a little bit, and if we screen the film and sort of sense that people aren't getting something, we'll back off of something or make it a little clearer. We try to just be normal and tell a normal story.

How does this Shrek differ from the first two?

Aron Warner: It's very similar in tone; it's full-on comedy as the other two are. I guess the differences would be that there are a lot more characters. It's a bit more of a character-driven story; there's a really strong story to it that propels everybody along. Not to say there isn't a ton of humor to go along with it, but it feels a little more rooted in the story to some extent than the other two.

Chris Miller: We have a lot of new performers - Amy Poehler as Snow White, Cinderella by Amy Sedaris, Cheri Oteri and Maya Rudolph; they're great voices and they make great characters. They're fairy tale creatures that we haven't given voices to before. That goes for the villains as well; Ian McShane is great in the film, and I think that's something new. We're really getting the fairytale world and tying in all their stories.

Are the challenges with this one more about being better than the predecessors, or are they purely technical?

Raman Hui: It's not a technical challenge; we let the story drive the technology. And it's more like, 'Ok, we want to do this; is it possible?' And we get them to figure it out; it's more about the story. It's the third movie, but still keeping it fresh; we have a really unique and strong story to tell.

Aron Warner: That's the big challenge, to keep it fresh and keep it new; but also not have it be so completely unfamiliar that people are going to see it and go, 'I thought I was going to see Shrek.'

Chris Miller: Telling Shrek's story, a compelling chapter in his life; that was the goal.

Are you working on the fourth one as well?

Chris Miller: Ya, there's work on the fourth one.

Is it hard to look at making the fourth one different and better?

Aron Warner: We just started working on the story, and I think from what we have so far it's great; it's incredibly compelling and I feel really good about it.

How much do you let the actors improv and add to the script?

Aron Warner: As much as they want.

Chris Miller: We encourage it; it's great when stuff like that happens and it sticks.

Raman Hui: And then sometimes they would have some lines and we would go back to the storyboard and map out and see how we could fit that into the sequence. It's a very organic process.

Chris Miller: Anything that's fresh is great - animation, by nature, it's very contrived. Everything is planned; anything that feels extemporaneous really comes to life.

How was it working with Justin Timberlake?

Chris Miller: He's a joy, a really natural comedian, but really strong actor, too. The great thing about working with him is that was one of the hardest characters - a 16-year old high school student; it was difficult to find the truth behind that character. And we batted him around for a year I think before Justin even came in; then we batted him around with Justin when he came in. The good news was, the more we got together with him, the more the character developed and became more like him and more his sensibilities and comedic sensibilities. We were finishing in a really great place.

Shrek and Fiona are having a baby; is that something you've always wanted to do?

Aron Warner: Yeah, it's the right time for everybody who works here, too; there are a lot of parents. A lot of us are entering into that phase of our lives, so it's very relative.

So you can relate to the projectile vomiting?

Aron Warner: Yeah, definitely; I do it all the time.

Can you say what the name of the child is?

Aron Warner: I just can't; there are no children. I don't know where you guys got the idea from.

Can you talk about working with different animators from all over the world?

Raman Hui: Something about Shrek seems very global; I came from Hong Kong. We've got a very international animation group, but everybody gets it. We love all the characters.

Chris Miller: Yeah, it's not a problem.

Is Justin doing a song?

Aron Warner: No, we wanted him to act.

What was it like to animate when Donkey and Puss in Boots switch bodies?

Chris Miller: It was really fun, a really cool challenge for the animators.

Raman Hui: Exactly, they had to animate the cat but at the same time use the expressions of Donkey, and vice-versa.

Aron Warner: It took us about a month to figure out what to call them in dailies; we'd go, 'So Puss needs to...' 'You mean the cat?' 'You mean Donkey?' 'Which one.' So we finally got the language down.

Raman Hui: And sometimes we'd be in dailies and we'd look at a shot or sequence and go, is that Puss or Donkey? Do you remember?

Aron Warner: Yeah, if you'd go out of continuity, you'd really start to get screwed up. But it was really fun to see Donkey act like a cat and vice versa.

The actors must have had a ball doing that.

Aron Warner: They had a great time; I think they generally all had much more to do on this film and much further to go, and they all kinda got pushed out of their comfort zones a little bit. We just pushed their characters and their characters did different things in this film than they'd done in the past. Fiona takes complete control of these spoiled princesses and has to turn them into these fighters.

Chris Miller: Pushing characters in a different direction.

Were they ever in the booth at the time?

Aron Warner: We really never had that opportunity, given that many of them are popular and busy people in the industry; it's impossible to get them together.

Are there going to be cliffhangers?

Aron Warner: At the end of the movie? No, I think it's better that way, to have different chapters.

Shrek the Third hits theaters May 18th. You can check out our tour of DreamWorks Animation/PDI and what the other crew had to say about the film.