“Titanic” and “Star Wars” are the two highest-grossing movies of all time.

Astonishingly enough, “Shrek 2” is third on that list.

That also makes this 2004 release the top-earning comedy, animated film and sequel on the American box-office charts. Not bad for a flick that really is just an excuse to juxtapose pop-culture references and storybook imagery, with rather silly results.

Where else could characters such as Pinocchio and the Gingerbread Man comfortably work around in-joke parodies of “Mission: Impossible,” “Cops” and “Seinfeld?”

“Shrek 2” begins with the surly ogre (voiced with far less of a Scottish accent this time by Mike Myers) and his princess bride Fiona (Cameron Diaz) enjoying a fairy-tale honeymoon. When Fiona’s parents summon her to their kingdom, she agrees to return, despite the fact that they know nothing of her being “cursed with a frightful enchantment.”

Joined by their annoying talking Donkey (Eddie Murphy), Shrek and Fiona venture to the land of Far Far Away. The King (John Cleese) and Queen (Julie Andrews) are less than comfortable with this familial homecoming, so the monarch sets in motion a series of events to break up the happy couple and replace Shrek with the vain Prince Charming (Rupert Everett).

While some of the novelty has inevitably worn off, “Shrek 2” tries hard to keep the story compelling. The plot seems like a logical extension of the first film rather than a rehash.

A new batch of characters help add flavor, especially the Fairy Godmother (Jennifer Saunders), who has turned her skill with potions and charms into a corporate empire like a medieval Martha Stewart.

Also quite funny is Puss in Boots (Antonio Banderas), who is part mercenary/part Latin lover. But he is all cat, as in a riotous gag where the furry fellow must excuse himself from a crucial battle to hack up a hairball.

The animated comedy Shrek

The sheer amount of detail gives the picture its sassiness. “Shrek 2” approaches the level of “The Simpsons” in that so many jokes are embedded into the background that they are often missed upon an initial viewing. One such example comes during a battle scene in the city’s downtown when a citizen is hurled from a coffee shop named Farbucks across to the Farbucks located on the other side of the street.

At times these pop-culture anomalies are a bit smothering. There is a fine line between name-dropping a product or TV show for laughs and genuinely writing something that is funny on its own merit.

One only needs to experience the dead-in-the-water “Shark Tale” to witness how this approach can end up being more chafing than clever.

More on Shrek 2

No reason to anxiously await that DVD release.