WHAT DRIVES good people to do bad deeds, and what pushes them to a life of crime? For Gru (voiced by Steve Carell), the hero-antihero of Pierre Coffin and Chris Renaud?s hit animated feature, ?Despicable Me,? it isn?t about money or world domination, but his constant craving for maternal affirmation. So every new ?conquest? is geared at making his dismissive, hard-to-please mother (Julie Andrews) proud!

But, when brilliant young thief, Vector (Jason Segel), steals one of the Great Pyramids of Giza in Egypt, unseating Gru as the world?s No. 1 supervillain, the latter decides to up the criminal ante?by conspiring to steal the moon! With the help of Dr. Nefario (Russell Brand) and his bumbling pill-shaped Minions, Gru gets his hands on a shrink ray?that Vector manages to steal from him!

Perfect foil

To retrieve the shrink ray, Gru hatches the perfect plan to get inside his arch nemesis? almost impenetrable lair?and finds the perfect foil for Vector?s cunning genius: He ?temporarily? adopts three orphans from Miss Hattie?s House for Girls: Margo, Edith and the unicorn-loving Agnes, who think they?re being adopted by a joyless dentist!

It doesn?t take long for Gru and his ugly monster dog, Kyle, to warm up to their young ?visitors.? Soon, the threesome turns the master thief?s sinister world upside-down and surprisingly brings out his fatherly side. But, who would have thought that the precocious girls would also steal something from Gru?his heart!

Carell is a delight as the hardwired baddie who will stop at nothing to get what he wants. But, his yellow, pill-shaped minions almost take the comedic spotlight away from him?not only because of their hilarious gibberish and eager-to-please demeanor, but also due to their endearing loyalty to their beleaguered master.

Less saccharine

It would have been easy to dismiss the movie because of its predictable tale (children help a conman unearth his innate goodness), but the production pulls some pleasant surprises: It has a cleverly told and tightly paced narrative whose humor is more off-kilter than usual, with characters that are less saccharine?and more real.

So, when Gru is torn between stealing the moon and attending the dance recital of his adopted daughters, you understand how high the stakes are for him! His young wards don?t just give Gru the acceptance he?s been yearning for; they also make him realize that there?s more to life than villainy?and help him bring out the hero lurking behind the hood.

Yes, the story gets schmaltzy in the end, but who says a ?dark? movie has to have a grim finale to be good?