"Shrek: The Musical" is a fairy tale for grown-ups and, to some extent, for children. But it's a mistake to bring preschoolers to this show -- a kiddie cartoon it isn't. During Sunday's matinee, small fry were squirming and sighing and asking audible questions.

Rapt adults kept shushing the kids because they didn't want to miss anything. Clever lyrics, some fairly risqué humor and homages to shows like "Les Miserables," "West Side Story" and "Rent" (with a touch of "Star Wars" thrown in for good measure) abounded in this antic and occasionally frantic production.

That's "frantic" in a good way. The humor was by turns sly and broad and always rapid-fire. That made the show consistently funny for tall people, but some little ones seemed left in the dust.

A major re-imagining of the William Steig fairy tale and the film franchise, "Shrek: The Musical" gives quite a bit of backstory, like how Fiona ended up in the tower, what made Shrek so grumpy, why Lord Farquaad hates fairy-tale characters so much. (Hint: His father was really Grumpy.)

The production, which opens its national tour in Anchorage this month, rises or falls on the strength of its two main characters. Both Shrek (Perry Sook) and Fiona (Whitney Winfield) were remarkable. Sook wore a matter-of-fact gruffness as naturally as his extra-large tartan trousers. Menace was just a means to an end, i.e., getting back his solitary swamp. The audience was on Sook's side from the beginning.

Winfield was both spirited and wistful in the role of a princess who didn't ask to be imprisoned and who chooses to believe that one day her real life will begin. After two decades of reading fairy tales, she's a little surprised that real life doesn't always happen by the book.

Christian Marriner is hilariously fatuous as Lord Farquaad, the small-statured man who longs for a kingdom and will do anything -- even marry a girl -- to get it. Marriner's role is very physically demanding since he plays it almost entirely on his knees. Ouch. The actor's squealing and face-making brought a lot of laughter, especially from children in the audience.

The children also roared at the burping and gas-passing contest, the wedgies suffered by the two main characters and the reference to a "flaming hiney" (an occupational hazard; ogres tend to get chased by torch-wielding villagers). But at two-plus hours, the show asks too much of the very young.

The fifth-grader in my party stuck it out through the end, but the first-grader was bored during the second act. That's when most of the backstory shows up and, face it, kids can't really grasp topics like daddy issues, pheromones, Scientology, unrequited love or letting one's "Freak Flag" fly.

That last is a number during which the fairy-tale characters decide to fight back against discrimination. "What makes us special makes us strong," they sing in a full-throated, "Rent"-esque roar that nearly stops the show.

The singers and dancers are to be admired for energy, talent and ability to change so many costumes so fast. Each person is responsible for multiple roles, all of them funny.

By all means go see "Shrek: The Musical." But if your kids are under the age of 10, either get a babysitter or prepare to spend a lot of time murmuring, "Shhh! I'll explain it later."

Donna Freedman writes a daily website for MSN Money and blogs at www.donnafreedman.com.