Despite some clever moments and colorful characters, this could have been called "Forgettable Me" instead. It has a pleasingly off-kilter look about it — the work of a French animation house — a strong voice cast led by Steve Carell as the bumbling bad guy Gru and a delightfully cruel sense of humor. It's actually darker and odder than most family-friendly animated fare, and that's a good thing — until it goes predictably soft and gooey at the end, that is. But what's mainly missing from this first animated 3-D offering from Universal is story. There's just nothing to "Despicable Me," and that becomes glaringly obvious when you compare it to this summer's "Toy Story 3" in particular and Pixar movies in general, where story is paramount. Here, the look of the film is what makes it stand out amid the glut of summer cartoons. The characters are cute in their weirdness, down to Gru's shaggy, growling dog. Even the trio of spunky orphans crucial to Gru's diabolical plan to steal the moon are adorable in an unusual way. The scene-stealers, though, are the Minions: tiny, yellow, pill-shaped creatures with one eye and sometimes two who carry out Gru's evil deeds. At least, they try. Jason Segel, Russell Brand and Julie Andrews are among the supporting cast. PG for rude humor and mild action. In 2-D and 3-D. 95 minutes.

GRADE:

* * ½ (out of 5)

By Christy Lemire, The Associated Press

The two kids of the film — teen siblings getting to know their biological dad — are great — smart, mature, high-minded, well-adjusted. The three adults, played with fierce heart and a genuine sense of well-meaning inadequacy by Annette Bening, Julianne Moore and Mark Ruffalo, are a mess. Writer-director Lisa Cholodenko's scenario is a bit forced — repressed lesbian parents forced into contact with the carefree sperm donor who fathered their children. The mayhem that ensues strains credibility here and there. Yet Cholodenko ("High Art," "Laurel Canyon") and her cast turn what could have been an utterly artificial story into a warm, funny, sharp-tongued and broiling examination of the volatility underlying even the happiest of families. Bening and Moore play a cozy couple whose 18-year-old (Mia Wasikowska) and 15-year-old (Josh Hutcherson) turn the household upside-down after they contact the anonymous donor (Ruffalo) their moms chose to sire them. The performances, particularly Bening's, deserve a close look from awards voters come Oscar season. R for strong sexual content, nudity, language and some teen drug and alcohol use. 104 minutes.<B>GRADE:</B> <B>* * * ½</B> (out of 5).<I><B>By David Germain, The Associated Press</B></I>