Long before he met Shrek, Fiona or Donkey, Puss in Boots was a legend in his own right. Spinning off from DreamWorks Animation's mega-successful Shrek franchise, the feline with the upright strut and leather boots receives the solo treatment, exploring his past and the formation of his own epic story in Puss in Boots a new 3D-animated film from Shrek the Third director Chris Miller.

While the eponymous hero is inspired by the French fairy tale, the animated tabby originally appeared in 2004's Shrek 2 with a decidedly Latin flavor, courtesy of Antonio Banderas. The Spanish actor plays the part with gusto, giving the tiny hero all the bravado and charm of his real-life persona. It was necessary to hold his own against Mike Myers' massive ogre, but now he goes it alone in an adventure that also spells out the origin of, among other things, how he got those boots. In the film, Puss teams up with the world's greatest cat burglar Kitty Softpaws and his childhood friend Humpty Alexander Dumpty in search of the Beans of Legend (from "Jack and the Beanstalk"). Along the way they run afoul of a twisted version of Jack and Jill, journey to the land of giants and try to clear Puss' name in the process.

Spinoff Online sat down with director Chris Miller in Los Angeles to discuss Puss' new film, leaving Shrek behind, and why the best way to see Puss in Boots is in 3D. Be warned, though, the interview contains some spoilers.

Miller's association with the Shrek franchise starts at the very beginning when, after working as a storyboard artist on DreamWorks' first animated effort Antz, he wanted to continue his relationship with the studio. He showed his portfolio to producer Aron Warner and other DreamWorks executives only to find out there wasn't anywhere to go, as the studio was still figuring out its animation plans. Luckily, work on Shrek began soon after, and a well-timed phone call to Warner landed Miller a gig on the film (he also voiced Geppetto and Magic Mirror).

"I boarded the first Shrek, then I was head of story on the second one and directed the third one. And now, Puss in Boots," Miller told Spinoff. "It's funny, I never once was outspoken about it or, frankly, pursuing directing. After being head of story, it just sort of evolved naturally, and they offered me the Shrek the Third job."

Working as a board artist ultimately informed both Miller's directing and storytelling styles. "Being a story artist is a great avenue. You get the screenplay and you're the first to sort of visualize what the movie's going to look like -- the blocking of the scenes, the cinematography," he said. "We were allowed to do a ton of writing, so the script was a guideline more than than anything else. Which is the same way we proceeded on Puss in Boots, although my writer is great. Tom Wheeler hung in there the whole time. He was amazing and kind of kept the whole thing together, but we had most of our content from board artists. I think it's the best way to work on these films."

Given that he picked up the reins to Shrek following two successful movies, Miller was locked into a certain visual and narrative style. With Puss in Boots, he was motivated only by a love of the character and allowed to forge ahead in a new direction and with a new style. "It's a different vibe," he said. "The thing that made it easier was really loving that character, and Antonio's persona really dictated so many of the choices that were made. We knew it was going to be an origin story, we knew it was going to be a prequel. We immediately went, 'There would be no Shrek, there would be no Donkey. They will not exist in this movie.' Right away we guarantee he's going to have his own world. It's a different time. It's a little mysterious, we just know it happened before he met them. That was liberating.

"We knew it was going to be larger than life because the character is. He's bold, he's colorful, he's romantic -- half lover, half fighter -- all these great attributes. We knew the world was going to be warm and colorful. The style of filmmaking is going to be more high-paced, dynamic," Miller continued. "We knew we were going to do a lot more with the camera. This is a character who's been everywhere and done everything. We took liberties making it more fantastic."

Since the film tackles Puss' origin story, less of the focus was spent on fairy tale characters and the land of Far, Far Away. "The thing about the fairy-tale aspect of it, which has been really done so much, is we wanted everything to feel legendary. We wanted everything to have legendary status, almost supernatural, fantastic at times," Miller explained. "This is about [Puss'] legend. We wanted to make Jack and Jill have this mythology behind them. They drive this weird cart driven by black hogs -- there's something a little supernatural about them, and they're not who you thought they were either. The same with Jack and the Beanstalk, the guy in jail. The whole world is really sort of surreal."

After recovering the Beans of Legend, Puss and company venture to the land of giants, where the mythical Golden Goose is purportedly held under lock and key by a giant, but this section of the film proved to be difficult for Miller and his team. "That was a tough thing to crack. Not the world of the giants -- we knew it was going to be a really ethereal, surreal, strange landscape. You're so far out in the atmosphere it's like, 'The sun is below you.' The view should feel like a Hubble Telescope world up there. And the giant -- we struggled with the giant's character," Miller said. "We knew it was going to be the giant, for sure, for the longest time. 'Two-headed giant? What kind of personality? Is he some kind of crazy inventor or astronomer?' We tried so many different things and it just never worked because, no matter what we did it always felt like, 'Well, I know the giant's coming ...' There was nothing unexpected about it until, I don't know where the idea came from, someone said, 'The giant's dead. Just kill him. Put something else up there that killed the giant. Make him scary and keep it a mystery.' And that's where we landed on it could be the goose's mother."

While the Shrek films have more of a grounded, storybook feel in terms of visual design, Puss in Boots features a wealth of free-wheeling, unrestrained action, not to mention the film was conceived for 3D from the start.

"We knew we were making it in 3D from the beginning," Miller said. "At that point DreamWorks had mandated, 'Every film we do shall be offered in 3D.' I was kind of like, 'Okay, I'm into it as a storytelling tool.' It's actually pretty interesting what you can do with it in terms of dialing it up and dialing it back. It was pretty easy. It felt fairly seamless to integrate it into this film. Everything is informed by that character. It's a big world and it helped, in terms of scale and proportion and depth in this film to do it in 3D. There were too many big opportunities to waste it. I think it's a good use of the format. I really feel like the film is best seen in 3D. It's better than the 2D version."

To properly use the 3D technology and integrate it into the film, DreamWorks brought in one of the men responsible for its fantastic use in last year's hit How to Train Your Dragon. "My cinematographer, Gil Zimmerman, was also the cinematographer on How to Train Your Dragon, which I think is a pretty awesome 3D film. Next to Avatar it's the next best thing. Even James Cameron has said that," Miller said. "Roger Deakins worked on [How to Train Your Dragon] too. He was a consultant and really helped in terms of lighting. It's had a big impact on the studio. Gil really made it a lot easier and he really knows the subtle tricks of 3D. Always keeping a camera just slightly moving -- you might be moving around a lot, but always keeping the camera alive, even if it's just a little bit over the course of a shot, you've always got a strong sense of depth."

When most people think of the DreamWorks version of Puss in Boots, they picture him decked out in his trademark boots, a hat and a cape. But the cape only appears for a moment in this film, and Miller pointed out it's not really a part of his character in the Shrek films either. Despite the influence of the marketing and promotional imagery, Puss rarely wears a cape in any of his cinematic outings. "He never wears a cape. I shouldn't say never, but it's like an urban legend or something," Miller said. "You think he wears a cape because every marketing piece of material, they always put that cape on him. In Shrek 2, when he appeared, he was wearing a cape when he first came out and he immediately takes it off and throws it away. You never see that cape again because that cape is so expensive to keep strapped to that cat and it's so cumbersome -- we always immediately got rid of it.

"It's actually in Puss in Boots in the very opening scene when he's leaving. He puts his cape on, and as soon as the guy wakes up and is trying to kill him in the farmhouse, I think the guy tries to hit him with this cage, " Miller continued. "We got the cape trapped under the cage and we got rid of it for the rest of the movie."

He joked that the cape would inspire its own spinoff, prompting him to mention one of the film's writers, Tom Wheeler, was the creator of the short-lived NBC series The Cape. "When he was making it, it just sounded impossible. It was so ambitious," Miller said, noting TV's smaller budgets. "'You don't have any money. But we do need this episode today.' 'Uh ... it's a superhero show.' Suddenly your superhero show can have one stage to fight, in an empty room."

Puss in Boots expertly skirts genre expectations while staying respectful enough to avoid lampooning any of its influences, and nowhere is that on display better than a dance-off between Puss and Kitty at an all-cat club. The sequence takes place where most viewers would expect a sword fight but works well within the context and flavor of the film. "We were always looking for unexpected moments, if something makes us laugh or feels absurd or feels right. I thought this movie definitely needs dancing or a musical number of some kind and everything in that scene offers that. Dance-off just seems so Puss in Boots," Miller said of the scene's origins. "So much work went into that scene. It took a long time to come together. We had a choreographer, Laura Gorenstein Miller, [who] came in and brought her dancers. She's a contemporary choreographer but also has a lot of knowledge about flamenco and Latin ballroom and sort of mixed all these styles.

"Even the movement is not traditional, it's twisted slightly. And then, you know, throw in the 'Litter Box' move and the ass-dragging comedy. Those are always my favorites," Miller continued. "It's so cheap but it's so animal-like."

Early in pre-production the filmmakers wanted to have cats at the production offices to keep themselves familiar with felines, but ultimately they had to rely on past experiences and a healthy archive of YouTube videos to keep the cat action authentic. "I've had cats and we thought [having cats there] would have been a great idea," Miller said. "We really were convinced, 'You know what, we gotta get some cats.' We were very serious about it and we approached DreamWorks. They were like, 'You're not getting cats. Just go on YouTube.' 'No, we need to study cats.' They said, 'Who's gonna feed the cat on the weekend?' and we went, 'Uh, I dunno ... Maybe we're not getting cats.' YouTube was our great resource of the existing well of cat-reference videos.

"There's that and personal experience that people bring to it, and that stuff is cool, too. That was something we always wanted to do," he continued. "These cats, as seriously as they take themselves, as heavy-duty as the themes are in the film, they can never resist their true nature. We always knew we wanted moments like that. A lot of that stuff came from story artists. A lot of it came from the animators, too, just throwing in little moments. In the other dance scene, when Humpty switches the goose and Puss does that batting/hissing thing, an animator just threw that in. Those are some of my favorite moments."

Puss in Boots, which features the voices of Antonio Banderas, Salma Hayek, Zach Galifianakis, Billy Bob Thornton and Amy Sedaris, opens today nationwide.