Having run its sequel potential into the ground with three increasingly inert follow-ups, the "Shrek" franchise makes another box-office grab via his comrade Puss in Boots. Fronting a new character offered the filmmakers a chance to reinvent and revitalize. Instead, they coughed up this halfhearted hairball. Remember that toy where you yank a string and hear the sound of a barnyard animal? "Puss in Boots" has about half as much entertainment value.

Antonio Banderas returns as the voice of the feline Zorro in a tale that's a combo platter of spinoff adventure yarn and origin story. The action is set in an antique Spanish never-never land where humans and fairy tale characters coexist. We learn that the cat and Humpty Dumpty grew up in the same orphanage, bonding and then breaking up when Dumpty tricked Boots into a bungled bank robbery, setting him on his career as a daredevil outlaw. Now Humpty hopes to reconcile with Puss and pursue the treasure at the top of the beanstalk. With his big oval baby face and innocent voice (provided by Zach Galifianakis), Humpty appears soft, but he's ruthlessly hard-boiled when he chooses to be. Salma Hayek plays Kitty Softpaws, a slinky cat burglar who joins the scheme to steal the magic beans from Jack and Jill (Billy Bob Thornton and Amy Sedaris).

Presented in widescreen 3-D, "Puss in Boots" is long on visual busyness, but short on zaniness. The script's verbal wit is nil, with racing, chasing spectacle in place of well-crafted gags. The most impressive moment is a breathtakingly fluid flamenco-dance duel between Puss and Kitty, choreographed by Laura Gorenstein Miller, artistic director of the L.A.-based Helios Dance Theatre, and wife of the film's director, Chris Miller ("Shrek the Third"). Unfortunately, that passage comes too early in the film and nothing that follows can match it. Instead, the film commits the "Indiana Jones 4" blunder of staging frantic scenes of pursuit whenever the story sags, which is often. The best joke -- the swashbuckling tomcat going all saucer-eyed and vulnerable to disable his enemies -- is on its third go-round by now. You go expecting catnip. You wind up with kitty litter.