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Good is no fun at all.note 
"You ever wonder what it'd be like... if the world wasn't scared of us?"
Mr. Wolf

The Bad Guys is a 2022 caper film from DreamWorks Animation Studios based on the book series of the same name by Aaron Blabey, their first non-sequel film since 2019’s Abominable. The film is directed by studio veteran Pierre Perifel in his directorial debut, written by Etan Cohen and Hilary Winston, and produced by Damon Ross and Rebecca Huntley, with Blabey, Cohen, and Patrick Hughes as executive producers.

Set in a version of Los Angeles where humans and anthropomorphic animals coexist, Mr. Wolf (Sam Rockwell) leads a team of criminals consisting of himself, Mr. Snake (Marc Maron), Mr. Shark (Craig Robinson), Mr. Piranha (Anthony Ramos), and Ms. Tarantula (Awkwafina). After a heist gone wrong lands them in jail, they're given a chance to be set free if they decide to be good. Mr. Wolf then hatches a new scheme that might just save them from the slammer: what if they go good to keep being bad?

Rounding out the cast are Zazie Beetz, Alex Borstein, Lilly Singh, and Richard Ayoade. The film released on April 22nd, 2022 in the US, distributed by Universal Pictures. A holiday special, The Bad Guys: A Very Bad Holiday, released on Netflix in 2023. A sequel is scheduled for release on August 1, 2025, with Perifel and the full main cast returning.

Previews: Trailer, Trailer 2, Spotify playlists for the gang


The Bad Guys contains examples of:

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    Tropes A - M 
  • Action Film, Quiet Drama Scene:
    • After the disastrous mission at Sunnyside, the action slows down for three more interpersonal scenes: a heart-to-heart between Mr. Wolf and Diane, followed by a gentle scene of Mr. Wolf saving the cat from the tree, and finally Mr. Wolf and Mr. Snake talking about the plan. The action picks up again at the charity gala.
    • Following the escape from the prison island, Mr. Wolf and Mr. Snake have an intense falling out and go their separate ways, both visibly bitter and heartbroken. This is followed by another moment between Mr. Wolf and Diane, who tells him about her own experience of giving her life of crime up to make a better life for herself.
  • Adaptation Expansion:
    • The book series starts with Mr. Wolf having already committed to becoming a good guy and gathering some other bad guy friends he knows to form a Good Guy Club. The film shows the gang already in operation as a criminal team and the inciting incident that motivates Mr. Wolf to reform.
    • Additionally both Marmalade and Agent Fox (Diane in the film) only debuted after the group had made significant steps into turning good. In the film they appear pre-Heel–Face Turn and are in fact the large reason they make their turn in the first place.
  • Adaptational Mundanity: The film covers several different parts of the book series, though while the latter was a Fantasy Kitchen Sink of heroic adventure tropes, the film is a (relatively) simple heist/secret agent spoof. In particular, Marmalade is merely a rich criminal instead an alien conqueror, Diane is city governor instead of The Chosen One of a band of crime fighters, and the main gang do not engage in the likes of time travel or gaining superpowers. (Not yet anyway.)
  • The Alcatraz: The island prison the gang is sent to after being framed for stealing the meteorite has a security level of Super Ultra Crazy Max (S.U.C.M.) and is said to be impossible to escape. Diane, aka the Crimson Paw, easily breaking in, freeing them, and getting them out demonstrates just how skilled she is.
  • All Animals Are Dogs: Mr. Wolf's tail starts wagging involuntarily after he's called a good boy, which is understandable enough. In the third act, however, the rest of the crew also start involuntarily wagging body parts after realizing that they can change for the better and Good Feels Good. This trope is somewhat averted with the cat displaying distinctly feline motions instead of just doglike ones.
  • Always Someone Better: The Crimson Paw, a master thief who was never caught, is later revealed to be Governor Diane Foxington, who calls out the Bad Guys on live TV for their showboating and petty theft. Mr. Wolf later learns firsthand how Diane earned her Crimson Paw reputation after she breaks him and his friends out of prison and he visits her hideout.
  • And Then What?: This is part of the reason why Diane ultimately gave up being the Crimson Paw. She managed to get her hands on the Golden Dolphin, but upon looking at her reflection, she realized that even if she pulled it off, nothing would really change for her. All she saw was the same tricky fox that everyone else believed she was, and so she gave up on the heist and decided to actively change how everyone saw her by going good.
  • Animal Stereotypes: As with the original books, these are Zig-Zagged Tropes. The Bad Guys are well aware of concepts such as Savage Wolves, Threatening Shark, Snakes Are Sinister, Piranha Problem, and Spiders Are Scary, and are struggling against them even as they consider themselves to be Forced into Evil by society's Fantastic Racism. Even Diane's Heel–Face Turn is brought on by her defiance of the Foul Fox trope.
  • Animesque: This film is full of speed lines, sweat drops, and character designs straight out of an Akira Toriyama manga.
  • Armor-Piercing Question:
    • When Diane tells him off for his inability to change, Wolf loses his patience with her and tells her off in return for not putting herself into their position and asked her even if he and his friends did change their ways: Who will believe them? Played with since Diane's reaction makes clear this was the reaction she wanted from him.
      Diane: I gave you an opportunity! A chance to show the world that you're more that just a scary stereotype! But you're too proud or too... gutless to take advantage of it!
      Mr. Wolf: Gutless? I'm gutless?! (angry laughter) I'm sorry, have we met? I'm the villain of every story, guilty until proven innocent, and even if by some miracle we did change: Who's gonna believe us?! Huh? Of course you wouldn't know anything about that with your Little Miss Perfect power suits.
    • Mr. Snake takes some of the wind out of Mr. Wolf's argument about being seen as more than villains by asking why they were blamed for a theft they had no involvement in, referring to the disappearance of the Love Crater Meteorite which was actually stolen by Marmalade. Mr. Wolf can't come up with an immediate rebuttal, and Snake takes this as confirmation of his earlier rant on how nobody would believe they'd ''really'' change.
    Mr. Wolf: I didn't! You guys felt it at the gala — the clapping, the cheering — we were more than just scary villains! They loved us!
    Mr. Snake: Oh yeah?! If they loved us so much, how come we're in prison for a crime we didn't commit?
  • Armor-Piercing Response:
    • After Diane initially refuses to approve the rehabiliation experiment, Wolf smugly points out her hypocrisy. While it only seems to begrudgingly move her hand at first and she is still clearly skeptical, it is made apparent later on that, unbenowst to Wolf, this triggered reflection on Diane's past being a Reformed Criminal herself and leaves her wanting the program to work.
    Wolf: (smirks coyly) I believe a wise person once told me that "even trash can be turned into something beautiful".
    • Following this, after the above Armor-Piercing Question, Diane, revealing she stole back her ring Wolf took earlier, makes apparent she does empathise with him, and that this isn't a chance he should take for granted. Realising Diane is actually supporting him completely sets Wolf aback and leaves him reconsidering making the Falsely Reformed Villain scheme for real.
    Diane: A wolf and a fox are not so different. Maybe they will believe you. Maybe they won't. But it doesn't matter. Don't do it for them, do it for you. This is a chance to write your own story. To find a better life for you and your friends. [...] Believe it or not, I'm rooting for you, Wolf.
  • Arc Words:
    • "You're such a good boy." (also a Wham Line)
    • "A wolf and a fox are not so different."
  • Ascended Extra: Downplayed. In the books, after the disastrous first attempt to rescue it, the cat runs away and never reappears. In the movie, it hides back in the tree, is later rescued for real by Wolf, and becomes the Team Pet.
  • Aspect Ratio Switch: The aspect ratio of the film is 2.35:1, but switches to 16:9 during news reports to emulate how a news report would look on a widescreen TV.
  • Attack the Tail: Mr. Snake has to use his tail to manipulate objects, such as when reaching into Officer Luggins' briefcase at the charity gala to get the passcode to the vault where the Golden Dolphin is being kept. The caper is nearly thwarted when Luggins unknowingly shuts the suitcase on his tail, and it isn't until Mr. Piranha starts improvising a song to distract her that he manages to free himself and get a hold of the passcode... which turns out to be "12345".
  • Audible Gleam: Diane's diamond ring has this, calling attention to it whenever it appears on screen.
  • Badass Adorable: For a team of master criminals, the Bad Guys look relatively cute, thanks to the cartoony art style. They keep the reputation by going off of species stereotypes; cute as they look, they're still master thieves who are practically unrivaled in their field.
  • Bait-and-Switch:
    • When the gang is arrested after the failed Golden Dolphin heist, Chief Luggins looks like she's about to go through a Victory Is Boring moment, but then laughs and calls the arrest the best moment of her life.
    • Following the revenge heist and Falsely Reformed Villain scheme, Diane looks set to play the role of Hero Antagonist, watching and sabotaging the group's plan at every opportunity. The one time she threatens to blow the deal however turns out to be Reverse Psychology, and she instead ends up Wolf's Positive Friend Influence and later The Sixth Ranger of the group when they make their Face–Heel Turn for real. To add to the unexpected turn, Diane herself turns out to be a Reformed Villain.
    • Mr. Snake abandoning the gang and joining Marmalade appears to be a Big Bad Duumvirate at first, but in the end, he reveals himself to have been a Fake Defector all along, sabotaging Marmalade's plot from within.
  • The Big Bad Wolf: Pulling from the intro of the first book, Mr. Wolf addresses the audience and describes himself as "the big, bad wolf" during the opening chase sequence. This gets alluded to thrice more in the movie: once when he has to dress like a grandma in one of Marmalade's goodness exercises, again when Marmalade directly invokes The Three Little Pigs after he frames the gang for stealing the meteorite, mocking how "the big bad wolf got outsmarted by a little piggie", and a third time after Wolf and Diane are rescued from Marmalade’s death trap by Piranha, Shark and Webs; Wolf does his own reference to The Three Little Pigs: “Let’s huff and puff and blow this little pig’s heist down!”
  • A Birthday, Not a Break: The opening bank robbery takes place on Mr. Snake's birthday.
  • Black-and-Grey Morality: For a kids' movie, anyway. The Bad Guys make it clear that their moral compasses don't exactly point north, but at the very least they won't stoop so low as to steal from charities, unlike Marmalade. Mr. Snake is also horrified at the idea of Marmalade attempting to outright murder his old comrades in the climax, unlike the sociopathic guinea pig, and even the folks on the side of good don't exactly have a clean slate: Diane is a reformed master criminal, and Officer Luggins is just a bit off her rocker.
  • Black Comedy Animal Cruelty:
    • Mr. Snake's rap sheet, lifted from the first book, goes into great detail about his successful attempt at eating an entire pet shop and the police dog of the responding officer (as well as attempts at said officer and the shop's owner). During the Sunnyside heist, he devours most of the 200,000 guinea pigs he's meant to be rescuing and has to be forced to cough them up.
    • When shown the cat stuck up a tree, Marmalade asks the gang what their hearts are telling them to do about it. They all suggest something more or less violent — cooking it, hurting it, eating it, singing to it — before a dumbfounded Marmalade tells them they're supposed to save it.
  • Blatant Lies: When Marmalade is (rather rightfully) mistaken for the Crimson Paw, he's arrested for her crimes. In response to all this, he tries to call out Diane as the true Crimson Paw, all the while calling himself "the flower of goodness". Aside from the fact Marmalade is anything but, the whole world just witnessed that he was party to keeping the stolen meteorite in his compound and using it to steal charity money. There's no point keeping up the "pwecious widdle good Samaritan" act any longer, but he still has the gall to lie through his teeth that he's the height of goodness.
  • Blowing a Raspberry: When Mr. Wolf questions why Diane would go to the trouble of hacking the government surveillance satellite instead of going through the proper channels (her being the governor and all), she gives a small, off-hand raspberry, then cites "the paperwork" as her reason.
  • Bookends: In the first and the last scenes, we have a oner of Mr. Wolf and Mr. Snake having a Seinfeldian Conversation about Snake's birthday, Wolf Breaking the Fourth Wall by beckoning to the audience to approach while he's driving, and the gang putting on their Cool Shades and driving away, laughing and whooping.
  • Both Sides Have a Point: Wolf and Snake both bring up valid points after been thrown in jail
    • Wolf has a point when he tells his friends that they can have a better life. He uses the gala as an example by saying that they were viewed more than just "bad guys" and how everyone clapped and cheered for them, meaning that they started to love them.
    • Snake also make a point when he tells Wolf that this time, they never committed the crime of stealing the Meteorite and the people, who started to love them, still threw them in jail for it.
    Wolf: You guys felt it at the Gala. The clapping, the cheering. We were more than...than just scary villains. They loved us.
    Snake: Oh yeah? If they loved us so much, how come we're in prison for a crime we didn't commit?
  • Bread, Eggs, Breaded Eggs: As the Bad Guys (sans Mr. Wolf) are combing their empty lair for any remainders of their loot, Mr. Shark gives a dramatic example of this trope before bursting into tears:
    Mr. Shark: We got no food! We got no money! We got no money to buy food! We got no food to sell for money!
  • Breaking the Fourth Wall: Mr. Wolf speaks directly to the audience at the beginning of the film to introduce himself and his crew. Throughout the rest of the film, he occasionally does the odd Aside Glance to the viewer.
  • Brick Joke: At one point, in order to make a distraction at the gala, Mr. Shark (disguised as a woman) pretends "she's" going into labor (only to promptly "remember" he's not pregnant when the charade isn't needed anymore). When the Bad Guys are caught at the same gala, Shark accidentally drops the Golden Dolphin from his dress, leading him to play the "I'm pregnant" card again by exclaiming "My baby!"
  • …But He Sounds Handsome: At the gala, while distracting Diane, Mr. Wolf as "Mr. Poodleton" agrees with her statement that the Bad Guys are crooks while still praising his crew as masters able to outmaneuver any law enforcement and one heist away from going down in history.
  • Canine Confusion: After saving an elderly lady from tumbling down a staircase, Mr. Wolf gets praised as "a good boy." This causes him to wag his tail unconsciously. Wolves do not wag their tails out of happiness; they wag them to show they're subordinate to another wolf.
  • Cannot Spit It Out: While in prison, Mr. Snake confronts Mr. Wolf about the conversation he had with Prof. Marmalade where Marmalade told him to cut the other Bad Guys loose in order to have a better life. Mr. Wolf says that he's tired of people being scared of him, and Mr. Snake asks if that means he's also tired of being a bad guy. Wolf fails to say the words, unfortunately proving Snake right.
    Mr. Wolf: Maybe I don't want to be a...
    Mr. Snake: What? A bad guy? Don't want to be a bad guy anymore, huh? Say it, Wolf!
    (Mr. Wolf stares at Mr. Snake, unable to bring himself to say the words)
    Mr. Snake: Yeah, I thought so.
  • Caper Crew: The roles of the Bad Guys in the heist are laid out via commercials and descriptions as such:
    • Mr. Wolf - The Mastermind. He's the leader of the crew, the one that holds the heists together for plans. He's also the Pickpocket and the Driver.
    • Mr. Snake — The Safe-Cracker. Called a "Houdini with no arms", he is able to break into safes with ease.
    • Mr. Shark — The Distraction. Using his mastery of disguises, he draws others away from the major action, or uses his disguises to slink into the action.
    • Mr. Piranha — The Muscle. Despite being one of the smaller members of the team, he is short-fused and powerful, packing a strong punch.
    • Ms. Tarantula — The Hacker. She stays behind the scenes and uses her tech skills to shut off cameras and get into systems.
  • Casting Gag: In the Japanese dub, Yuko Kaida (Diane Foxington) had already voiced a red-haired thief before. Likewise, and from the same dub, Kappei Yamaguchi (Dr. Marmalade) has previous experience voicing a villain hiding his true colors under a more kind faҫade.
  • Cat Up a Tree: One of the tests Professor Marmalade gives the Bad Guys is to save a cat stuck up a palm tree. It doesn't go well at first, with the gang just scaring the cat further up, but later at night, Wolf is successful at luring the cat back down with kindness.
  • Caught by Arrogance: Marmalade is caught by a long calvalade of this trope. First he privately gloats to the Bad Guys after framing them, making them aware of his real intentions. Then during a news interview he breaks character to talk about "their" scheme to steal the meteorite, unable to resist bragging about how he pulled it off, instantly making Diane suspicious in turn. While he did take precautions against them retaliating, the combined Villain Balls of falling for Snake's Fake Defector plan, not bothering to keep an eye on Wolf and Diane while they were placed in a Death Trap and stealing said Zumpango Diamond from Diane, all play a role in his heist being destroyed, his plan being publicly exposed, and to worsen it, him getting framed and arrested for the Crimson Paw's crimes as well.
  • Cerebus Callback:
    • The movie starts with the gang gently ribbing Mr. Snake over how much he hates birthdays, which seems to just be a joke about what a grouch he is. After the gang is broken out of prison, Mr. Snake, feeling betrayed by Mr. Wolf deciding to go good for real, reveals his resentment for birthdays stems from his childhood, where he spent his birthdays alone because no one could see him as anything other than a monster.
    • When Mr. Wolf first introduces himself to the audience, he refers to himself as the Big Bad Wolf, "the villain in every story", followed by a shot of a dozen children's books where the wolf is the antagonist. While he does this to brag about how villainous he is, his later conversation with Diane reveals how those kinds of stories left a bigger emotional scar than he's willing to admit.
    • The highlight of the first trailer is Mr. Wolf saving an old lady, resulting him in being called a good boy and giving him a tingling sensation. In the actual film, he saves her in order not to not blow his cover when he tries to steal her purse. And the whole scene takes a different tone again when Marmalade reveals it was him in disguise as an old lady, and he intentionally goaded Wolf to do what he did in order to make him feel good and be an Unwitting Pawn.
    • The mugshot moment shown in the trailers appeared to happen early in the film, with some lightheartedness due to how comical they look when getting their photos. It actually takes place in the last act during a tense moment between Wolf and the gang. They're just all compelled to look good in photos even while having a heated moment, especially Wolf.
  • Changed My Mind, Kid: The rest of the gang refuse to join Mr. Wolf in his Heel–Face Turn and return to their hideout, intent on sticking to their bad ways. They come back just in time to save him and Diane from a trap once they realize that he was right about them being able to rise above their circumstances.
  • Chekhov's Gag: Believe it or not, it's done with a fart joke: Mr. Piranha's farts are initially just a nervous reaction, with the usual (if tighter-paced) reaction to it. Then it comes back during the Golden Dolphin heist, when Piranha nearly ruins it by causing Ms. Tarantula to pass out when trying to hack into the security system, and then causes Marmalade's henchman Cuddles to faint while Diane and Mr. Wolf are in a death trap, leaving the rest of the team to successfully rescue them.
  • Chekhov's Gun:
    • The lamp made to look like the Love Crater Meteorite at Marmalade's house looks so much like the real deal that it ends up lending itself perfectly to a switcharoo, which Mr. Snake takes full advantage of in his elaborate plan to expose Marmalade and his crimes in front of everyone.
    • Diane Foxington's diamond ring, which Mr. Wolf steals from her during the Golden Dolphin job, and which she later picks from his pocket. It turns out the diamond in question is the Zumpango Diamond, which she stole back when she was the Crimson Paw. Toward the end, the diamond is discovered in Marmalade's possession, having taken it off Diane while she was in his death trap, prompting him to be arrested on suspicion of being the Crimson Paw.
    • The map on the charity gala program. When the team is about to be arrested for stealing the Love Crater Meteorite, Mr. Wolf hastily marks the location of their hideout on it, then hands it to Diane, which reveals the location of all the Bad Guys' loot. Later when Wolf and Diane are trying to figure out Marmalade's scheme, Wolf lays the charity map over Diane's map of the guinea pig heat signatures, revealing the trucks carrying the charity money are the targets.
    • The raid on the guinea pig testing lab. Ostensibly done to free the lab animals, it turns two hundred thousand guinea pigs loose on the streets, free to do Marmalade's bidding.
  • Chekhov's Gunman: Among the thieves mentioned to have tried and failed to steal the Golden Dolphin is the Crimson Paw, who is the only one to have evaded capture and hasn't committed a single crime since. The Crimson Paw later turns out to have been Diane, who uses her own skills to help the Bad Guys stop Marmalade.
  • Clapper Gag: The lamp designed after the meteorite in Marmalade's mansion turns on and off with a clap. His self-applause at the end of the movie ends up revealing the swap between the lamp and the real meteorite when it causes the supposedly real one to turn on and off.
  • Collapsing Lair: Mr. Snake reveals as he's being arrested that, counting on the Bad Guys and Diane to steal the meteorite from Marmalade's lab, he took advantage of Marmalade giving him the mind-control helmet to secretly have the guinea pigs switch it out for a decoy. Once the gang steals the fake, he put the real meteorite back and set the device to "Overdrive" — meaning that it's been constantly charging with more and more power while Marmalade tries to steal back the decoy. Cue a miles-high plume of energy shooting from Marmalade's lab and wiping it off the face of the earth. Marmalade is left in complete shock.
  • Colony Drop: Downplayed Trope. A meteorite struck Los Angeles a year before the film takes place and left a large crater in the middle of the freeway. However, the heart-shaped meteorite recovered from the crater is plot-significant as the power source for Marmalade's mind-control device.
  • Colour-Coded for Your Convenience:
    • All things related to the Bad Guys are in warm colors, not just to stand in contrast to the police's blue uniforms, but also to signal allegiances in the story. Notably, during the Golden Dolphin heist, Diane is wearing pink, hinting her true role long before the second act.
    • Blue Is Heroic is played with, as the color is also used to symbolize antagonistic forces that disrupt the Bad Guys's lives. The police wear blue throughout the film, Marmalade wears blue in the first act, the Bad Guys themselves wear blue tuxedoes to the Charity Gala when they're winning the public over but are still wearing them when they're framed for the theft of the meteorite, which nearly destroys their lives, and the Love Crater Meteorite glows blue throughout the third act.
  • Comedic Underwear Exposure: The Bad Guys attempt to escape from the cops with Mr. Wolf's grappling gun, which strips off his pants instead, revealing he wears pink boxers with white hearts. This has got to be embarrassing for you, Wolf.
    Wolf: Well...this just got a little weird.
  • Cool Car: Mr. Wolf's getaway car, a jet black muscle car that resembles a mix between a Chevy Camaro and a Dodge Challenger. Its replacement in the mid-credits scene, a convertible version with yellow Crimson Paw stripes, also counts.
  • Cool Shades: The gang loves to wear these, most notably during the opening car chase, and they each sport their own unique pair. Even Diane and the cat get pairs.
  • Cover Version: The first song over the credits is a cover of Traffic's "Feelin' Alright?" by Elle King.
  • Creator Cameo: Aaron Blabey, author of the original books, has a byline in a Freeze-Frame Bonus as a newspaper reporter writing a piece on the Bad Guys.
  • Criminal Found Family: Mr. Wolf considers the Bad Guys to be one, and claims that they're the only friends he's ever had.
  • Cue the Sun: The race to stop the hijacked charity trucks takes place at dawn, and Mr. Wolf and Mr. Snake reunite against the sunrise.
  • Cut-and-Paste Note: The social media teaser for the first trailer, released the day before the trailer, was a takeover of DreamWorks' Instagram account. A ransom note, using cut out letters from the logos of other DreamWorks movies and shows, briefly replaced the content of the account.
  • Cut Lex Luthor a Check:
    • Professor Marmalade is a savvy enough businessman to create a thriving charity organization successful enough to get him the In-Universe equivalent of the Nobel Peace Prize. He is also a brilliant enough scientist that he recognizes the meteor's Applied Phlebotinum capabilities on sight and single-handedly creates a helmet-operated mind-control apparatus using it as a power source. He could have used that meteorite as a more general energy source or have developed his mind-controlling tech for commercial or military purposes, becoming the wealthiest person on the planet and the most beloved "good guy", if he simply applied its capabilities with transparency. Instead, he uses it for what amounts to embezzlement (as done by a Supervillain).
    • The Bad Guys and have a mass of combined talents that are mostly used for petty theft. Even besides that they have several Hidden Depths like musical talents. The plot of the movie in fact involves them actually pulling a Heel–Face Turn and weaponising their abilities to stop Marmalade to demonstrate this potential.
    • Played with for Diane, who similarly is a hyper competent ninja and tech genius who limited her profession to a cat burgular. She had already Heel Face Turned a while before to become governor, but the profession mostly used her unrelated political and social skills. The one time she tried to use her savviness to stop a criminal, it failed due to underestimating them. She does later reprise her old role as the Crimson Paw however, with her old thieving skills and Batman-esque gadgetry proving to make her an effective action heroine.
  • Darkest Hour: The Charity Gala ends with the gang being framed for a crime they didn't commit and shipped out to an inescapable prison island. Worse, Mr. Wolf failed to go through with the Golden Dolphin heist and is exposed to the gang as having kept a secret from them — his accidental good deed at the museum — which leads to him and Mr. Snake having a falling out.
  • Defrosting Ice Queen:
    • At first, Diane Foxington is virulently contemptuous of the Bad Guys and opposed to the experiment to reform them. When Mr. Wolf lets slip that part of him wants to genuinely change, she starts becoming nicer with him and more supportive. She eventually becomes his main support in his redemption, his implied Love Interest, and the post-Heel–Face Turn Bad Guys' 11th-Hour Ranger.
    • It's also reciprocated. At first, Wolf's main reason to steal the Golden Dolphin is to humiliate her in retaliation for insulting him and his team. After she starts defrosting and supporting him, he starts warming up to her, to the point that he gives up on the plan and tells her where the gang's hideout and loot is, because the idea of betraying her trust is now unbearable to him.
  • Department of Major Vexation: Implied by Diane for a quick gag. When she and Mr. Wolf are in her Crimson Paw hideout under her house, she hacks a government satellite to try and figure out what Marmalade is scheming, Wolf asks her why she can't just ask the government to help, to which she scoffs and says, "Yeah, but the paperwork..."
  • Dramedy: The movie is not only a comedic, cartoony sendup of famous heist movies of the past, but also a dramatic story about conflicting loyalties, lifelong bonds, and overcoming struggles with prejudice and stereotypes.
  • DreamWorks Face: Natch. As easily seen in the poster above, the smug, sassy crew exudes this face, Mr. Wolf especially.
  • Earn Your Happy Ending: The Bad Guys go through a lot on their Redemption Quest, but they get the happy ending they deserve after deciding to go good for good and put Marmalade behind bars.
  • Easily Forgiven: Both downplayed and averted. The other Bad Guys don't forgive Mr. Wolf for letting their second Dolphin heist attempt fall through, and Snake hearing Marmalade trying to get Wolf to abandon his friends for the "good life" certainly doesn't help; however after getting their own Good Feels Good epiphany, they all understand Wolf's intentions and instantly go back to support him. Even when Snake still seemingly averts this when playing Fake Defector, Wolf and the others all later drop everything to try and get him back with no hard feelings. Wolf ultimately encourages the aversion of this trope when he and the rest of his crew turn themselves in after they thwart Marmalade's plan, saying that even though they didn't steal the Love Crater Meteorite, they did steal a lot of other things. This act of penitence is what allows them to finally be accepted by society, along with being released after a year in prison for good behavior.
  • Eat the Camera: Mr. Piranha "surprises" two security guards with his "Fish Surprise" dish. After one of the guards opens the lid of the dish, Piranha yells "SURPRISE!" and lunges toward the guards (aka the camera).
  • Enhance Button: Ms. Tarantula is able to instantly recreate Foxington's pupil from a selfie Wolf took to bypass a retina scanner which is first realistically portrayed as a near-solid pixelly shape when zoomed-in. With the film being what it is, it's Played for Laughs.
  • Exact Eavesdropping: Before heading back inside Marmalade's compound, Mr. Snake stops when he overhears Marmalade talking to Mr. Wolf about choosing between his friends and "the good life". This is what causes Mr. Snake to check in with Mr. Wolf that night about the state of the plan.
  • "Eureka!" Moment: When Mr. Wolf and Diane are trying to figure out what Marmalade's target is, Mr. Wolf notices the map on his copy of the charity gala program with each of the charities marked on it, and realizes that it's a moving target: he's after the armored trucks carrying the money raised at his charity gala.
  • Everybody Cries: During the climax, the gang tries to save Mr. Snake from falling to his death. However, they end up falling with him and have a heartfelt reunion. Mr. Shark, Mr. Piranha, and Webs burst into tears, while Snake gets teary-eyed. Mr. Wolf, the only one who isn't crying, confidently produces the grappling hook gun that saves their lives.
  • "Everybody Laughs" Ending: Done twice:
    • At the end of the film, the gang (sans Mr. Snake) laugh when it turns out Mr. Wolf tricked Mr. Snake into doing a good deed.
    • In the mid-credits scene, the Bad Guys and Diane all laugh together as they drive away from the prison.
  • Everything Explodes Ending: In the climax, Mr. Snake destroys Marmalade's lair by setting the Love Crater meteorite to overdrive, obliterating the entire complex in a Pillar of Light.
  • Evil All Along: Despite Professor Marmalade seeming altruistic to the general public, he's actually a manipulative sadist who'll stop at nothing to achieve his goals.
  • Evil Cannot Comprehend Good:
    • Justified for the Bad Guys. They are so used to committing crimes due to the prejudice against them that the very concept of doing a good deed, just because, is foreign to them. They pretend to be do-gooders at first, but it slowly becomes more legitimate during their second attempt to steal the Golden Dolphin.
    • Professor Marmalade is only philanthropic to make himself too innocent to ever be seen as a criminal, and gets the same sort of tingle the Bad Guys get from being good by being bad. When Snake supposedly betrays the team, he never for a minute thinks about the possibility Snake could be lying to him, which leads to his downfall.
  • Evil Feels Good:
    • As Wolf says it, "We may be bad, but we're so good at it!" Although, it's revealed that they're criminals less because they want to be, and more because society's prejudice against them made them feel like they had no other choice. Ultimately subverted when Wolf realizes being good feels even better and decides to reform for real. The others follow suit fairly quickly.
    • Marmalade later reveals he has the same tingle the gang feels when doing good, but for evil.
  • Fake Defector: At the start of the climax, all the Bad Guys have finally turned good... except for Mr. Snake, who abandons the gang despite feeling the tingling and seemingly joins Marmalade to form a Big Bad Duumvirate. Once almost all has been said and done, however, the meteorite Marmalade retrieved and intended to return to his mansion is discovered to be a decoy. Snake reveals that shortly after leaving the gang's hideout, he felt the tingling again and acted on his conscience in secret. He did this by using the Bad Guys' breaking up as an alibi for making a false alliance with Marmalade, switching the decoy with the real meteorite, and overloading it to obliterate Marmalade's mansion and prove that the latter was the real culprit for the theft of said meteorite. The fact that Marmalade is so caught up in his sadistic pride over walking over others for his own ends meant that he had no idea until it was too late that Snake's offer to join him wasn't genuine, ensuring his defeat.
  • Fakin' MacGuffin: The lamp replica of the Love Crater Meteorite is repainted by Mr. Snake to look like the real thing, and he switches it with the real one for the gang to steal. With the gang and Marmalade out of the way, Snake puts the real meteorite back to overcharge until it explodes, and Marmalade fails to catch on to the ploy until too late.
  • Falsely Reformed Villain: Wolf sells the gang on going good by explaining they'll go along with the reform program to get themselves in the position to complete their heist of the Golden Dolphin. Wolf eventually ditches the "falsely" part. The rest of the gang takes more time, but eventually does too.
  • Fantastic Racism: Mr. Wolf claims that the Bad Guys only got into crime because society stereotyped them as villains based on their species. To illustrate this, we're shown flashbacks of the gang each trying to socialize in public, only to be met with fear by everyone around them.
    • There's also an almost subtle meta one given how every single non-human (sapient) member of the cast is, or has been, a criminal.
  • Fauxshadowing: Snake's compulsive love of eating guinea pigs, discussed in the opening's Seinfeldian Conversation, is just leading up to the lab heist being bungled and has no later role in Marmalade's defeat. Not even after Snake joins him as a Fake Defector does this come into play, with only a brief mention of it by Wolf, though it could be argued that while this would have been significantly easier than Snake's actual plan, Marmalade being Evil All Along was not known to the public and as such, Snake eating Marmalade on the spot would have only resulted in him being implicated for the murder of a famous philanthropist, exactly the opposite of what he intended.
  • Foil:
    • Diane and Marmalade. Both are public figures with sterling reputations as forces of good. However, Marmalade plays up being cute and unassuming to hide his rotten, manipulative, and sadistic true nature. He believes people are incapable of truly changing, and only wants to use the Bad Guys for his own greedy ends, driving a wedge between them so they won't be able to stop him. Diane, on the other hand, is a genuine Big Good who sacrificed her former life as the Crimson Paw to overcome the stereotype of the "tricky fox". Though she starts off skeptical of them, she wholly believes that the Bad Guys are capable of changing, and that being good is its own reward in the end. This is best emphasized in their private conversations with Mr. Wolf: Diane tells him it's his chance to find a better life for him and his friends, whereas Marmalade tells him his friends are "baggage" he'll eventually have to leave behind if he wants to live the "good life". In the climax, both team up with different members of the Bad Guys, but while Diane's loyalty earns them their friendship and rescues her from being exposed, Marmalade double crossing Snake costs him everything.
    • Both Wolf and Diane alternately foil Marmalade the same way. All three are cunning, manipulative and fairly egotistical criminal operatives that use a good guy persona to hide their villainous actions. However while Diane's turn to good is genuine (and Wolf's eventually is), Marmalade is a Villain with Good Publicity that does not believe any of his own goodness spiel. Even as villains, Wolf and Diane were Noble Demons with restraint in their crimes, while Marmalade is The Unfettered who will betray and murder to get what he wants. Both Wolf and Diane humble and bond through the circumstances of the movie, converting their Manipulative Bastard skills into Magnetic Hero ones, and both stepping in when the other's Karma Houdini Warranty finally kicks in, while Marmalade remains a Smug Snake to the end, with his selfish ego leaving him with no one left to back him up when things go wrong (not even Cuddles).
  • Foreshadowing:
    • Diane has a lot of very detailed criticisms about the gang's latest heist that foreshadow her identity as the Crimson Paw.
    • Additionally, despite this and even knowing they are there, they manage to outsmart her and nearly get away with Golden Dolphin due to her complacency. This, alongside her non-stop bragging upon The Reveal she is the Crimson Paw, foreshadows Diane's overconfidence will come back to bite her against Marmalade.
    • When Marmalade is introduced, he responds to a comment comparing him to Mother Theresa that they'd tie in the goodness department. This hints that he's not as altruistic as he paints himself as, and that his goodness is just for show.
      • Later, as he's dressing to meet with the Bad Guys, he puts on a ring with a large jewel, the most likely purpose of which is to show off how wealthy he is, indicating that he cares more for appearances than actual philanthropy.
    • When Wolf gives Marmalade the idea to rehabilitate the Bad Guys, Marmalade calls him "a savage beast" and "walking garbage" and immediately apologizes and justifies it by saying he's "making a point". For such a saintly figure, such a venomous choice of words is very jarring, with "making a point" not excusing it. It doesn't help that when Marmalade says "walking garbage", he gets a very smug expression on his face. Indeed, Marmalade is evil and doesn't believe anyone can change.
      • Also when the chief of police accuses Wolf of manipulating Marmalade, Marmalade replies in confusion "but it was my idea". Later on, we learn that it was literally his idea as he'd manipulated Wolf first so he could use their "reformation" in his own scheme.
    • The old lady's purse at the award ceremony is full of easily-stolen items seemingly meant to lure Wolf into noticing her.
    • At the start of the film, Mr. Wolf deliberately takes the high-speed car chase right to the police station's front door. Mr. Wolf justifies this as him wanting to prolong the chase because it's his "favorite part", but this also implies the existence of the self-destructive streak that Diane later calls him out on.
      • In the same moment, his friends were not in on Wolf's decision and call him out for it. This would foreshadow their Plot-Mandated Friendship Failure after Wolf decided on his own to not steal the Golden Dolphin and not inform his gang.
    • When talking to a disguised Mr. Wolf outside the museum, Diane takes him by the arm and shows him how the trash sculpture has a hidden, beautiful meaning. This foreshadows her role in helping Mr. Wolf reform for real later on.
    • After Wolf and Diane steal the meteorite, they notice the guinea pigs are still hypnotized, hinting that the meteorite they stole isn't the real meteorite after all.
    • When the Bad Guys are listing off all the past people who have ever attempted to steal the Golden Dolphin, one such person is the Crimson Paw, the only person who isn't given a face to go with a name. Between this and the fact she wasn't caught, it sets up that she's actually a fox named Diane who turned good and became a public servant.
    • Marmalade's training exercises for the Bad Guys are as simple as sharing a push pop, helping an "old lady" across the street, and rescuing a cat out of a tree. His follow-up idea is committing eco-terrorism on an animal testing lab with a detailed course of action and knowledge of the building's layout. Not exactly the kind of thing that says "Good Samaritan of the Year."
    • Unto itself, his low-key treatment of the cat stuck in the tree hints at his true nature. Although it was meant to be an exercise in kindness, the fact he simply leaves the cat up there (even after they moved on to a new training exercise) is negligent at best. Wolf has to bring the cat down himself, and that's hours later. This clues in the audience that Marmalade's sense of good is superficial, and he'll only do something "good" if it benefits him.
  • Framing the Guilty Party: Done to both the protagonists and the antagonist. The Bad Guys are framed by Marmalade for stealing the meteorite, while Marmalade gets framed as the Crimson Paw.
  • Freeze-Frame Bonus:
    • The supportive messages Wolf gets when he saves the cat from a tree have a few blink-and-you'll-miss it amusing messages thrown in, such as "Wait, the wolf's name is Wolf?" and an ad for real estate.
    • The police files at the beginning of the movie when introducing each member also have jokes thrown in, but they only appear for a split second. Mr. Snake's is probably the easiest to read, and it details his (successful) attempt to eat an entire pet store's worth of animals.
    • When Diane reads about the Guinea Pig Heist failure in the newspaper, one article on the side is signed A. Blabey. Aaron Blabey is the author of the children's book series from which the film is adapted.
  • Fully-Dressed Cartoon Animal: With the exceptions of Mr. Snake and Ms. Tarantula, for whom it would be impractical, all of the anthropomorphic animal characters wear a full outfit.
  • Funny Background Event: While Mr. Shark distracts the scientist at Sunnyside Laboratories, Mr. Snake is repeatedly slammed into the window behind them as Mr. Wolf attempts to fling him like a grappling hook.
  • Furry Confusion: Professor Marmalade is a guinea pig. Despite this, non-sapient guinea pigs also exist and are used for animal testing.
  • Furry Reminder: Snake and Wolf outwardly exhibit their animal instincts the most. Snake often flicks out his tongue, especially when "tasting the air" or making a point. Wolf growls when angered, and acts feral towards Marmalade when the latter reveals that he played them into being his fall guys.
  • Gambit Roulette: A lot of the scheming involved throughout the film involves chance happenings that allow the plan to go forward:
    • Marmalade's plan to set up the Bad Guys as reformed for his frame up relied largely on the failsafe that Diane would motivate Wolf to turn good for real, and thus rescue the cat from the tree (which Marmalade had anticipated and filmed) and then botch their own heist.
    • Snake's Fake Defector plan rode on a lot of spontaneous actions distracting Marmalade so he could act, in particular the other Bad Guys rescuing Wolf and Diane Just in Time and running off with the fake Meteorite so he could switch it out with the real one.
    • Wolf's Batman Gambit involving the push pop. It is never made clear when and how Wolf planted it, since he only just decided to Heel–Face Turn at the Gala. It also relied on Snake being riled up enough by their recent conflict that he would just let up and take pity on Shark.
  • Gassy Gastronomy: Implied; Piranha's seen eating bean and beef burritos, possibly explaining why his flatulence is comparable to stink bombs.
  • Global Warming: Ms. Tarantula admits she voted for Diane because of her climate change policies, and during an audible portion of Diane's speech at the Golden Dolphin ceremony, she mentions climate change has been "successfully reversed".
  • Gone Horribly Right: Marmalade manipulates the Bad Guys into a Heel–Face Turn with the assumption that Virtue Is Weakness and will make them easier to manipulate, including finding a way to turn their caper skills towards a zeal for good. This ends up biting him in the rump in a big way, as this gives the Bad Guys both the skill and motivation needed to band together and foil his evil plot. On top of this, he also uses Diane to enable the scheme, leaving the Crimson Paw with a reason to come out of retirement and help the Bad Guys take him down.
  • Good Animals, Evil Animals:
    • The main characters of the film are a heist gang who are representatives of animal species popularly depicted as monstrous or disgusting. In both the trailer and early in the film proper, Mr. Wolf states that the gang was forced into crime because society associated them with evil, implying there's Fantastic Racism based off of this trope.
    • Marmalade uses this to his advantage when he steals the Love Crater Meteorite and frames the Bad Guys for it. After all, as he puts it, who are people going to believe is more capable of such a crime — five scary and threatening predators with a long criminal history, or an adorable, famously philanthropic guinea pig?
    • The implications of this trope are also the reason for Diane deciding to retire her persona as the Crimson Paw. A flashback shows that she nearly succeeded in stealing the Golden Dolphin, but then had a moment of introspecting before realizing that she was playing into the trope of the thieving, villainous fox everyone thought of her as. She promptly decided to buck the stereotype instead and work on bettering society as a politician.
  • Good Feels Good: When Mr. Wolf saves an old lady from falling down the stairs instead of stealing her purse like planned, her calling him a "good boy" makes him unconsciously wag his tail, feel a shiver in his entire body, and start to question his motives. The sensation is referred to repeatedly as a "tingle", and is used as a motivator tool by Marmalade. When the rest of the gang feels it for the first time, they realize that Wolf was right and they can be more than hated pariahs, that they can change, and that they want to, sealing their Heel–Face Turn.
  • Growling Gut: This happens twice to Mr. Piranha when he's about to pass gas (once during the opening car chase, and again during the Golden Dolphin Heist).
    • Lampshaded by Mr. Shark when Mr. Snake pulls out a push pop from the fridge.
      Mr. Shark: I forgot we had those push pops. Man, my tummy is rumbling like a kraken right now.
  • Hackette: Webs, a female spider who’s the hacker of the eponymous group.
  • Hack the Traffic Lights: How Ms. Tarantula is introduced in the opening sequence — hacking the traffic control system to clear the road for Mr. Wolf and Mr. Snake to escape, then changing the lights back to cause pileups at each intersection, hindering the pursuing cops.
  • Handcuffed Briefcase: During the charity gala, the code to the safe holding the Golden Dolphin is inside a briefcase handcuffed to Chief Luggins. Mr. Snake is tasked with getting the briefcase open using her fingerprint.
  • Hard Truth Aesop: Being famous, popular and loved by the public is tenuous at times, and people can easily turn on you if they perceive you've done something wrong. This is driven home when Snake points out in prison that despite Wolf's claims that people were starting to "love" them, the public were quick to fall back on their presumption that the Bad Guys stole the meteorite, proving their love was artificial. Actual redemption and earning trust is in turn often a very difficult ongoing task and often involves accepting big sacrifices and consequences, the Bad Guys are vindicated in the end but still go to jail for all their crimes to show their redemption is genuine. Even then, as shown with Wolf and Diane's lingering Sticky Fingers, ditching old habits and flaws won't always happen overnight.
  • Hates the Job, Loves the Limelight: A non-show business example. Wolf and Diane resent being treated as scary villains in the past and ultimately repent, but are still very prideful of their Villain Cred from being competent at it. On the opposite end, Marmalade has no passion for good deeds and gets his "tingle" from being a Super Villain, but still accepts being nothing lower than equal to Mother Teresa in his accomplishments as a philanthropist.
  • The Heart: Though she's the team's only female member, Ms. Tarantula averts this, as she's unconcerned with keeping the group together and not especially emotionally intelligent. Mr. Shark is actually closer to filling this role, as the sensitive sweetheart of the group. Curiously both Webs and Shark do get a moment of this trope during the group's Good Feels Good epiphany, as they are both the first to put it together and spell it out to Snake, causing all of them to get the "tingle" and Heel–Face Turn.
  • Hero Antagonist:
    • The police chief, although a little on the crazy side, is a Zenigata-esque dedicated law enforcement officer and initially the gang's primary opponent who pursues them throughout the movie.
    • Governor Diane Foxington is introduced as this. While she starts off rather arrogant about it, she's just fulfilling her role in keeping Los Angeles safe, which puts her at odds with the Bad Guys. The "antagonist" part is gradually dropped.
  • Hope Spot: When Mr. Wolf drives the car off the overpass to reach Mr. Snake, for a brief moment, it looks like they're going to make the jump. Cue a shot from much further away, showing the car plummeting into the crater.
  • Ignored Epiphany: When the rest of the gang reaches redemption, Mr. Snake refuses to and storms off, even though he feels himself tingling. He even seems to double down by joining Marmalade, at least until the latter betrays him. Ultimately, though, the trope is subverted, as Snake reveals in the end that he felt the tingle again shortly after leaving the others, and decided to use the argument as cover to sabotage Marmalade's scheme from within.
  • Impossible Task: Every thief who has attempted to steal the Golden Dolphin Award has failed to defeat the powerful security system that guards it. The only one who came close to successfully stealing it is the Crimson Paw and she gave up on her career as a thief instead.
  • Insistent Terminology: Marmalade has to keep repeating that the meteorite is shaped like a heart, not a butt.
  • It's Personal: The whole reason why Mr. Wolf instigates the Golden Dolphin heist is because Diane insists during a press conference that the gang is nothing but washed-up has-beens, and Wolf wants to prove her wrong. Mr. Snake even warns him that they're not supposed to make things personal.
  • I Resemble That Remark!: When Diane Foxington appears on the news to deride the Bad Guys for their bank robbery, she lists them off as full of anger, denial and self loathing. Piranha angrily says he's not angry, Tarantula denies, saying that Foxington is in denial, and Snake says that the only one he self loathes is Foxington.
  • It Meant Something to Me: A non-romantic example, when the Bad Guys pull off their Falsely Reformed Villain scheme, Wolf ends up Becoming the Mask and turning good for real. The problem is that none of the his comrades, or even their rehabiliator feel the same way, and were only in it to dupe everyone while they pulled a heist, and his attempts to convince them it's the direction to take only confuse them (and infuriate Snake). Ironically the only other person who did support the change for real was Diane, his Implied Love Interest.
  • Joke of the Butt: Piranha keeps mistaking the heart meteor for a butt as a running gag, enough that it bothers Professor Marmalade.
  • Just Between You and Me: As Marmalade talks to the Bad Guys in the prison van after the latter are framed for stealing the Love Crater Meteorite, he privately reveals to them that he was the true culprit and was playing them all for fools, especially Mr. Wolf whom he buttered up by exploiting his secret desire to reform. He initially gets away with it because the public is already scornful of the Bad Guys for their respective species and criminal past as well as the aforementioned frame-up, but this ultimately costs him dearly when it gives first Wolf and then the rest of the gang a reason to put a stop to his Evil Plan.
  • Karma Houdini Warranty: Marmalade suffers this twofold in the finale. His heist involving the meteorite and mind-controlled guinea pigs is foiled, but he could and by implication would try again by safeguarding the meteorite back home. Mr. Snake reveals that he switched the meteorite with the imitation lamp, overloading the real one to destroy it and Marmalade's compound, revealing the professor as the real thief and clearing the crew’s names. Then, when the Zumpango diamond falls out of his pocket — the same diamond he took off Diane earlier and discovered she's the Crimson Paw — Chief Luggins recognizes it and all of Diane's crimes are pinned on Marmalade instead.
  • Laser-Guided Karma: All three criminal allegances undergo this to varying degrees:
    • Marmalade gets the worst of this, due to all his scheming and betrayals backfiring on him via the combined efforts of the Diane, Snake and the rest of the Bad Guys, as well the Disaster Dominoes that get him framed as the Crimson Paw, just as he tried to frame the Bad Guys earlier.
    • The Bad Guys take the middle road. Throughout the film their scheming gets them used and framed by Marmalade, they lose all their stolen posessions and eventually go to jail for their crimes, albeit willingly due to their Heel–Face Turn becoming legitimate. Resultantly, they are let out early for good behaviour and now have the support of Diane.
    • Diane gets the lightest slap on the wrist. She is the only criminal not arrested in the end (though not through lack of trying), however her hubris throughout the film results in her winning streak as the Crimson Paw being blotched, her getting outplayed and humiliated by both Marmalade and the seemingly inferior Bad Guys, and the Zumpango Diamond, a stolen item she kept even after atoning, being stolen from her and ultimately ending up back in legal hands. On the flip side, her redeeming and sticking up for Wolf and the other Bad Guys finally gives her True Companions and Secret Keepers, leaving her secret identity maintained and ending a rather lonely atonement.
  • Latex Perfection: This is how Professor Marmalade disguises himself as an elderly human woman at the award ceremony to set his plan to frame the Bad Guys in motion.
  • Lightmare Fuel: The heroes are chased down the highway by literal waves of creatures with lifeless glowing eyes who are mind-controlled all at once by a psychopathic Mad Scientist who wants the heroes dead and buried. How do you make this scene child-friendly? By making both the horde of creatures and the mad scientist guinea pigs.
  • Lions and Tigers and Humans... Oh, My!: Unlike the books, whose universe is populated entirely by anthropomorphic animals (save for a brief appearance of Little Red Riding hood in the first book), the film is set in modern day Los Angeles and is populated mostly by humans and non-sentient animals, with the gang, Diane, and Marmalade being the only anthropomorphic animals.
  • Literal Metaphor: Prof. Marmalade puts the Bad Guys in adorable onesie pajamas to make them look more approachable. Wolf gets a sheep onesie — making him a literal wolf in sheep's clothing. It fits, as at this point, Wolf is only playing along to fool society into believing they've gone good long enough to attempt to steal the Golden Dolphin again.
  • Logo Joke: In the second trailer, Mr. Wolf replaces the boy on the DreamWorks logo, reclining on the moon instead of fishing. In the film itself, Mr. Wolf fires a grappling hook that latches onto the moon and climbs up onto it before reclining on it like in the trailer.
  • MacGuffin: The Golden Dolphin, the trophy awarded annually to a good Samaritan, is what the gang is after in the first two-thirds of the film. Wolf has no real interest in the trophy itself, and only wants to steal it as revenge against Diane for mocking the gang on her broadcast and to steal something no other thief has ever managed to take before.
  • Magnetic Plot Device: The Love Crater Meteorite, which crashed into Los Angeles a year prior to the events of the film and formed a huge crater. Marmalade's actions in the disaster's aftermath put him in the spotlight, leading to him being given the Good Samaritan Award and setting the events of the film in motion. More importantly, it's an energy source unlike anything on Earth, and Marmalade creates a plan to steal it to use in his own crimes and set up the Bad Guys — who had no interest in the meteorite prior — to take the fall for him.
  • Makeup Weapon: One of the gadgets that Diane still has from her days as the Crimson Paw is a lipstick tube that's actually a blowtorch. Mr. Wolf brings it along as part of the final heist.
  • Maybe Magic, Maybe Mundane: The Golden Dolphin. As Mr. Snake describes it, it's ended the careers of every criminal that touches it.
    • The Crimson Paw, otherwise the best thief in the world, failed to steal it, disappeared, and never stole anything again. As revealed later, Diane had gotten the trophy, but a moment of self-reflection convinced her to leave it behind and abandon her criminal lifestyle.
    • The Bad Guys aren't immune, as their attempt ends with them getting caught, setting in motion the events that turn them into heroes instead of criminals.
    • Not even Marmalade, a recipient of the award who is secretly evil, is immune, as its reappearance at the end of the movie leads directly to his arrest.
  • Meaningless Villain Victory: Marmalade manages to steal the meteorite and convinces the public and police that he was saving it from the Bad Guys. Then the "meteorite" is revealed to be a decoy, and his illusion of victory crumbles.
  • Medium Blending: Hand-drawn effects are added on top of the CGI for that "cartoon illustration come to life" look.
  • Miniature Senior Citizens: The elderly lady Mr. Wolf helps is half the size of most of the other human characters seen. She's actually a disguised Marmalade, whose age is unknown.
  • Mirror Character: Following The Reveal for both their characters, it is evident that Diane and Marmalade are such to Wolf, being elaborate manipulative criminals that have similarly gotten rather arrogant about their successful track record. The biggest differences are that they represent the different moralities of his Noble Demon personality; Diane embraced her kinder qualities and sincerely reformed, and despite a lingering hubris, does come to pose as Wolf's Positive Friend Influence, while Marmalade is full-on a Villain with Good Publicity, using the Bad Guys in what is basically a more elaborate and crueller version of Wolf's scheme. Ultimately Wolf himself sides with Diane and edges more towards her in terms of personality and morality.
  • "Mission: Impossible" Cable Drop: A variant; Snake is used as the cable by Wolf and Piranha, who grab onto him as they enter the room with the Golden Dolphin in it during their big heist. Piranha climbs up to the top of the air vent Snake came out of and holds him there, with Wolf being lowered along with Snake towards the trophy. Things go well until a machine designed to prevent the Bad Guys from stealing the bounty turns on, forcing Tarantula to hack into it.
  • Mythology Gag:
    • The film's US poster features Mr. Wolf's gang cruising in their muscle car towards the screen. It is modeled after the first book's chapter cover art called "Cruising for Trouble".
    • The rap sheets of Mr. Snake, Mr. Shark, and Mr. Piranha, seen in the opening chase sequence, are pulled directly from their rap sheets in the first book.
    • The "attempt" to rescue a cat stuck in a tree, along with the gang terrifying the cat even further, references the "first good deed" in the first book of the series.
    • The rescue of captive guinea pigs from Sunnyside, along with Mr. Snake eating the creatures he's supposed to be saving, mirrors the plot of the second book, "Mission Unpluckable". The only difference is that the book uses chickens instead of guinea pigs. Mr. Wolf even forces him to spit them out the same way, by twirling him over his head.
    • In order to get inside Sunnyside, Mr. Wolf uses Mr. Snake as a lasso to reach a small, open window, but continuously hits Mr. Snake against the glass. This mirrors the prison break heist in book 1, where Mr. Wolf attaches Mr. Snake and Mr. Piranha to a grappling hook and tries to throw it through a small window, only to hit them against the wall several times.
    • While trying to corral the guinea pigs, Mr. Shark says "We're gonna save you, whether you like it or not!" This calls back to the books' original Tagline: "Good deeds, whether you like them or not!"
    • The MacGuffin that the climax of the plot revolves around is a heart-shaped meteorite that Piranha insists looks like a butt. Its extraterrestrial origin and supernatural powers are an allusion to the aliens with multiple prominent butts that are involved in the book's version of events.
    • During the frantic escape from the charity gala, Mr. Piranha stops and says, "No! I do not run! That is not how I roll!" This quote is taken directly from book 7, and just like in the film, its utterance leads to disastrous results.
    • The scene where Diane breaks The Bad Guys out of jail, as the Crimson Paw, by beating up the guards is similar on how her book counterpart was introduced in book 3. The only difference was that her book counterpart (Ellen) was an agent disguised as a ninja and the guards she fought off worked for Marmalade and not for the prison.
    • The climax involves a horde of brainwashed guinea pigs doing Professor Marmalade's bidding, inspired by the zombie kitten outbreak Doctor Marmalade unleashes in book 4.
    • A poster for the DreamWorks short Bilby, directed by the movie's director Pierre Perifel, can be seen when brainwashed guinea pigs break out of their cages at a pet store.

    Tropes N - Z 
  • Near-Villain Victory:
    • The Bad Guys succeed in stealing the Golden Dolphin and are moments away from walking out of the museum undetected. That's when Marmalade begins his speech, distracting Mr. Wolf, leading to his disguise failing and the gang getting captured.
    • Marmalade nearly manages to get away with his scheme and convince the public he was saving the meteorite from the Bad Guys, whom he had framed for stealing it. Then the "meteorite" is revealed to be a decoy, and his illusion of victory comes crashing down as Mr. Snake reveals where the real one is.
  • Nice Job Breaking It, Hero: Piranha's singing and the improvised dance number does manage to distract the gala attendees long enough for the rest of the crew to set up the Golden Dolphin heist. It also increases donations from around a million dollars at most to a few dollars short of a billion. Considering Marmalade's plan to steal from his own charity, their efforts to keep their own heist from failing only managed to increase his ultimate take a thousandfold. When Mr. Wolf's Heel–Face Turn finally takes full effect, they don't even get the loot they were going for in the first place. This does however make them retrieving money for the intended charities afterwards all the more satisfying.
  • Nice Job Breaking It, Rivals!: Diane taunting the Bad Guys on live TV ends up setting off the entire plot. The mockery leaves the Bad Guys seething and Wolf plotting to get revenge on Diane by stealing the Golden Dolphin during the Good Samaritan Awards. Not only does the heist end with them both publicly humiliating themselves at the ceremony, but Marmalade uses the vendetta to sow the seeds of his own heist and induct the Bad Guys as patsies for his Fake Reformed Villain scheme. The end result leaves the Bad Guys getting framed for his crimes, Diane's secret identity as the Crimson Paw in jeopardy, and both her and Wolf nearly get murdered by Marmalade. The only reason this is all negated is because the two have put their rivalry to an end by the time he put his plan into action.
  • Nice, Mean, and In-Between: Throughout the film, Wolf, Diane and Marmalade are the three main instigators, all being lead criminal operatives and manipulators that move the cogs of the main plot through their ventures into good. Diane, being a Reformed Criminal who sincerely wants to atone and whose actions are motivated by stopping other criminal or evil activities (though not without her own occasional dips into arrogant or dubious behaviour), is Nice. Marmalade, who is an unfettered Villain with Good Publicity who only pretends to be good to cover up his own evil schemes, is Mean. While Wolf, who starts off a cocky Lovable Rogue who fakes reforming for his own criminal scheme, only to genuinely have a change of heart, is Inbetween.
  • No Man Should Have This Power: Mr. Snake secretly arranges to have the Love Crater Meteorite explode during his faked alliance with Marmalade, not only to expose him as the real thief, but to also ensure that the meteorite can never be used for evil again due to how dangerous it is.
  • Not Helping Your Case: When the Bad Guys are framed for stealing the Love Crater Meteorite, Mr. Wolf insists that they weren't responsible. A few moments later, a taunting vanity mark of him goes off on the display screen, and the Bad Guys are swiftly detained as nobody lives a finger to help them. It's only because Wolf takes a few precious seconds to give Diane some critical information before his arrest that she realizes that he really was turning good, which helps her figure out who the real culprit was.
  • Not Me This Time: Though they were planning to steal the Golden Dolphin at Marmalade's charity gala, the gang doesn't go through with it. Nevertheless, they're blamed for stealing the Love Crater Meteorite, despite their protests... because, with their flair for narcissism, a taunting vanity mark of Mr. Wolf on the screen goes off as they're frozen on stage, apparently set to do so automatically regardless of whether the heist succeeded or not.
  • "Not So Different" Remark:
    • In a candid conversation, Mr. Wolf claims that Diane, a red fox, has no idea what it's like to always be seen as the bad guy. Diane reveals that she's stolen back her diamond ring that Mr. Wolf snagged from her back at the art museum, revealing her own pickpocketing skills, and tells him "A wolf and a fox are not so different."
    • Mr. Wolf mirrors this line in the finale, after he stops Diane's Heroic Sacrifice and the gang turns themselves in. "You know, a fox and a wolf are not that different."
  • Not So Great Escape: Mr. Wolf tries to escape after the Golden Dolphin heist goes wrong by launching himself and his cohorts out the roof with a grappling gun. All it does is rip his pants off.
  • Not What It Looks Like: During the "heist for good" at Sunnyside, Mr. Snake eats a huge amount of guinea pigs. Frustrated, Mr. Wolf twirls Mr. Snake over his head to force him to spit them out while the others try to get the rest of the guinea pigs under control. Amid the chaos, one guinea pig hits a button that opens the door outside, showing the protestors what looks like the Bad Guys assaulting the guinea pigs.
    Mr. Wolf: (sheepishly) It's not what it looks like.
    (Cue an alarm going off behind them while Mr. Snake coughs up the last guinea pig.)
  • Offscreen Moment of Awesome: After the Crimson Paw takes out the prison guards and reveals herself to be Diane Foxington, a second and bigger wave of prison guards surround her and the crew. She's about to deliver another beatdown to the guards before the camera cuts to Diane piloting a boat away from the exploding prison with a smirk on her face and the absolutely stunned Bad Guys in tow.
  • Once More, with Clarity:
    • When Marmalade calls Mr. Wolf "such a good boy", Mr. Wolf flashes back to everything leading up to the Charity Gala event, and pieces together Marmalade's true intention to steal the meteorite. An alternate angle of the old lady is shown, revealing her to be Marmalade in disguise.
    • When Chief Luggins points out that the "meteorite" is actually a lamp, Mr. Snake's actions are shown in a flashback, this time from his perspective and revealing his real intentions to sabotage Marmalade's plot from within.
  • The Oner: Two bookend the film, both featuring Seinfeldian Conversations between Mr. Wolf and Mr. Snake.
    • The opening scene, where Mr. Wolf and Mr. Snake converse in a diner before leaving to rob a bank, is done entirely in a single shot with no cuts. It's the longest one-shot in DreamWorks Animation history, lasting two minutes, 25 seconds, and seven frames.
    • The final scene, where Mr. Wolf and Mr. Snake are leaving prison, albeit shorter than the opening one.
  • Only Six Faces: The human characters - aside from Chief Luggins and Tiffany Fluffit - all share nearly identical faces.
  • Outside-Context Problem: The movie is billed as a low-fantasy heist action movie in the same vein as Pulp Fiction, albeit for kids, with the overzealous Police Chief and the exceptionally cunning Governor as the main antagonists. Then during The Reveal at the gala, it turns out the real antagonist is a full-blown Supervillain with a master plan that wouldn't be out of place in a Batman movie.
  • Painted CGI: similar to its fellow 2022 Dreamworks cousin Puss in Boots 2, this movie uses a 3D style with outlines drawn on top, as well as flat effects such as motion lines hand-drawn into scenes.
  • Paper-Thin Disguise: All the disguises the gang uses are basically just regular clothes, with minor but glaringly obvious cosmetics such as fake mustaches on Wolf. The Bad Guys are still obviously recognizable as animals, but somehow nobody notices them until they mess something up.
    • Played for Laughs with Mr. Shark, who's described as an "apex predator of a thousand faces". None of his disguises do anything to hide the fact he's a shark, mostly just involving a wig or a false mustache. He even manages to disguise himself as the Mona Lisa undetected.
  • The Password Is Always "Swordfish": While preparing for a heist to steal the Golden Dolphin award at the gala, Wolf mentions that the Police Chief has a randomized password for the glass case that holds the Dolphin in a suitcase. When Snake goes to retrieve it, the Police Chief closes the case and unintentionally attacks his tail, forcing Piranha to instigate a dance number to prevent Snake from getting caught. When Snake gets the password, it turns out to be... "12345", much to his ire.
    Snake: Eugh.
  • Person as Verb: Wolf's "charm offensive" is referred to as "the full Clooney."
  • Pet the Dog: Mr. Snake and Mr. Wolf may unintentionally terrify everyone in the diner, but Mr. Wolf does pay his bill and leaves a tip.
  • Pillar of Light: The meteorite exploding after being set to overdrive creates a massive one of these that destroys Marmalade's complex.
  • Pinocchio Nose: Whenever Piranha tells a lie or is even nervous about lying, he farts, much to the others' disgust.
  • Plot-Mandated Friendship Failure: Mr. Wolf failing to give the signal to steal the Golden Dolphin at the Gala triggers a nasty falling out between him and the rest of the gang while in prison, especially with Mr. Snake, who sees Mr. Wolf wanting to reform for real as backstabbing his friends. After being broken out of jail, they go their separate ways. They eventually reconcile, with Mr. Shark, Mr. Piranha, and Webs saving Wolf and Diane from a death trap, while Mr. Snake uses the argument as cover for faking his defection in order to sabotage Marmalade's scheme, reuniting with Mr. Wolf and the gang in the end.
  • Police Are Useless: Despite the large size of the police force, they've spent years trying and failing to capture the Bad Guys, easily falling for their traps and disguises. They only succeed during the Golden Dolphin heist when the gang's escape fails, and even that's short-lived, as Marmalade has them taken to his compound for rehabilitation. And when the gang is framed for stealing the meteorite, none of the police question it (with Chief Luggins talking over Mr. Wolf's pleas of innocence), and send them to an inescapable prison island, despite no direct evidence of them doing anything wrong — including not having the meteorite. And in the end, Marmalade isn't immediately arrested for demonstrably stealing the meteorite (nor the blatant guinea pig heist which they also fail to do anything against), only being arrested after being implicated as the Crimson Paw.
  • Poor Communication Kills: Mr. Wolf doesn't tell the others about his encounter with the old lady at the museum, nor about the feeling he gets from being good. Marmalade exploits this to make Mr. Snake believe Wolf was willing to abandon the gang in search of a better life, leading to their nasty falling out in the prison. Ironically, Mr. Snake goes on to turn the tables on Marmalade by exploiting said falling out as a way sabotage his plan using the others as a distraction without them even having to know any of this.
  • Pragmatic Adaptation: While the movie's tone is overall more serious and grounded than the book series (while still being a comedy involving anthropomorphic animals), the film nevertheless adapts cetain events of the first four books fairly faithfully into its own tone and style, with several scenes from the books recreated almost precision. Some elements from episodes 5, 6, 9, and 11 were minorly in the movie.
    • Professor Marmalade and Agent Fox (here Diane) were part of a Debut Queue two or three books into the series as part of the main group's ongoing arc, in the film, they appear near about the start of the story, and are key instigators for the Bad Guys' Heel–Face Turn in the first place.
    • Piranha's singing at the second gala was from book 11 when the small fish had a singing career and a music label after Shadow G defeated all the villains off-panel.
    • Mr. Shark, Mr. Piranha, and Webs are made more anthropomorphic, whereas the book series had them closer to animals.
  • Precision F-Strike: While not heard, Mr. Wolf has a very visible "SHIT!" when riding in Diane's car after Mr. Snake and the rest of the gang break off with him when he chooses to go good.
  • Pride Before a Fall: All three criminal units are established with long running winning streaks that all end specifically because they got too arrogant about it:
    • Wolf establishes himself as incredibly assured of the gang's superiority as a criminal gang. However Diane mocks the Bad Guys on live TV, his attempt to steal the Golden Dolphin as payback ends with them getting caught, and his attempt to improvise out of it by manipulating Marmalade ends up with the gang being his patsy instead.
    • After Diane Pretender Disses the Bad Guys on live TV and through "Mr Poodleton", they ruin the Good Samaritan award by actually getting past all her security precautions. Her lengthy bragging about being "the best bad guy the world has ever seen" after The Reveal she is the Crimson Paw is also predictably followed by her being outdone by Marmalade, her secret identity getting easily deduced by him, and needing the Bad Guys to save her.
    • Marmalade succeeds in both his frame-up scheme and stopping Wolf and Diane intervening, complete with excess Evil Gloating in both cases. Naturally giving away his plan also leaves the Bad Guys and Diane onto him, his heist getting sabotaged, and getting beaten at his own game of manipulation by Snake. And as the final touch, his form of mockery towards Diane (stealing her diamond) backfires magnificently when it gets him framed as the Crimson Paw and thrown in jail.
  • Race-Name Basis: The gang are all named after their species, and often the "Mr." or "Ms." will get dropped.
  • Rage Breaking Point:
    • When Mr. Wolf and Mr. Snake get into a heated argument, Mr. Wolf snaps and goes as far as to say that his friends are holding him back from having a better chance in life.
    • Earlier, when Marmalade reveals that he used the Bad Guys as patsies to steal the Love Crater Meteorite, Wolf is overcome with rage and lashes out at him, going so far as to threaten to kill him for his deception. Marmalade uses this to his full advantage, kicking open the doors to the police van and feigning fear as the "big bad wolf" "attacks" him.
  • Redemption Quest: Pretty much the entire plot of the movie. The gang members start off as criminals, and the movie chronicles Mr. Wolf exploiting this to buy them another attempt at stealing the Golden Dolphin. He is slowly inspired into doing this for real and his friends slowly follow suit. Mr. Wolf even directly says the phrase "redemption arcs" out loud in reference to the gang's Heel–Face Turn after Marmalade's schemes are revealed.
  • Replaced with Replica: The Bad Guys' second plan to steal the Golden Dolphin includes switching it out for a duplicate statue. In the climax it turns out that the meteorite the gang stole was a lamp and Mr. Snake set the real one to overload.
  • Retired Badass:
    • Diane Foxington is revealed to be the elusive Crimson Paw when she helps the Bad Guys clear their name. She reveals that she came the closest to stealing the Golden Dolphin out of anyone, but realized she could do some good instead of sticking to stereotypes. She implies she still uses her skills for good despite being a governor.
    • When Diane breaks the gang out of prison, she wonders if she's become rusty. She smugly states after they're free that she's still got it.
  • Reveal Shot: The opening shot focuses on Wolf and Snake sitting in a booth at a diner. As they get up, the camera follows them, revealing the other, human customers standing against the walls, cowering at the sight of the pair.
  • Right for the Wrong Reasons:
    • The Bad Guys' Redemption Quest starting in the first place was done for no sincere reason to begin with. The Bad Guys are just using the plan to continue their theiving ways unnoticed, Marmalade is just using them all in a dupe for his own evil scheme. However, when Wolf and Diane start to bond, they become legitimately enlightened by the change, triggering the events that show the Bad Guys do have potential to turn to good.
    • Marmalade's arrest. Luggins assumes he was the Crimson Paw the whole time, but it was all a big coincidence that lead to this conclusion. He did try to steal the Love Crater Meteorite and terrorize the entire city, though, which means it wouldn't be wrong to say he deserved it.
  • Rule of Three:
    • Mr. Piranha's farts. The first two times, the farts are obnoxious and hinder the gang. The third time, it's weaponized to knock out Cuddles so the gang can save Mr. Wolf and Diane from Marmalade's death trap.
    • The grappling hook. The first two times it's used, it fails to save the gang from being caught by the police. The third time, it saves the gang's lives, hooking onto the edge of the highway as they fall into the Love Crater.
    • The push pops. The first two times, Mr. Snake is encouraged to share it with Mr. Shark, only to taunt him and take it for himself. The third time, Mr. Shark is having a breakdown over the gang's loot being stolen, and Mr. Snake gives it to him to cheer him up. This makes the others realize if even Mr. Snake can do good, there's hope for them too.
  • Running Gag: Mr. Piranha saying that the Love Crater Meteorite looks like a butt.
  • Schmuck Bait: When Wolf and Diane break into Professor Marmalade's lair to steal the meteorite, they find the Golden Dolphin in the same room left unguarded. Diane correctly assumes it's a trap, but it's too late to stop Wolf from trying to take it, and they both get shocked.
  • Screw This, I'm Outta Here: In the prison scene, after the Crimson Paw takes out the rest of the police, the last two holding Wolf and Snake forego trying to fight and attempt to flee. The Crimson Paw notices and kicks a boot at them, knocking them both out.
  • Seinfeldian Conversation: The movie opens on Wolf and Snake having one of these over Snake's sense of taste and why guinea pigs are his favorite food. Similarly, the final scene begins with them having one about what Snake would wish for if he met a genie.
  • Sequel Hook: Not a huge one, but the film's very last line, if only for who says it:
    Diane: Hey, guys. Ready to get to work?
  • Ship Tease: The charity gala is a gigantic Ship Tease moment between Mr. Wolf and Diane Foxington. The rest of the movie dials it down, but it's still clear and present.
  • Shout-Out:
    • Part of the team's "Good Guy" training is a role play involving helping an elderly grandmother across a road. Mr. Wolf is the one chosen to dress up as said grandmother for the exercise.
    • As a caper film, there are various references to Lupin III. The lead character is a wolf ("Lupin" is French for "Wolf") who wears a slick suit and goes on heists, Chief Luggins shares Inspector Zenigata's obsessive pursuit of Mr. Wolf alongside commanding a legion of police officers with the same exaggerated machine-like running animation shared across all of them, and a Running Gag has everyone doing "sky-swimming" at several points after being launched into the air. The scene of Luggins grabbing onto Wolf's car through the passenger-side window is even a shot-for-shot remake of a similar scene from The Fuma Conspiracy, along with Wolf pointing to the traffic about to hit Luggins.
    • When Mr. Wolf tries to sweet-talk Foxington, Mr. Shark comments that he's going to give her "the full Clooney." A few instants later, Foxington snarls "Do not Clooney me, Wolf!"
    • The film opens with two crooks (Wolf and Snake) having a casual conversation at a diner before committing a major crime, much like the beginning of Pulp Fiction.
    • The main news channel that reports on all of the events throughout the movie is called Channel 6 Action News.
    • Mr. Snake's outfit, a combo of a bucket hat and Hawaiian shirt, heavily invokes Hunter S. Thompson, specifically the fictional iteration of him in Fear and Loathing in Las Vegas. His original design pushed the reference further with aviator shades and a cigarette holder.
    • Tiffany's design is essentially Maya Fey as filtered through the movie's cartoony art style.
    • Mr. Shark mentions having a cousin who was hit on the head with an anchor and now only swims in circles. This might be a reference to Shark Tale, another DreamWorks film that featured a shark getting hit by an anchor (only the results were more fatal).
  • Shown Their Work: In the video Marmalade uploads of Mr. Wolf rescuing the cat, one of the comments mentions that Dmitry Belyayev would have been happy to see it. Belyayev was a Soviet geneticist known for domesticating silver foxes in a decades-long breeding experiment, which is very fitting given Mr. Wolf's Heel–Face Turn.
  • Signature Sound Effect: The instances where a character feels the Tingling are accompanied by a sound similar to tinkling bells.
  • Significant Name Shift: During the gala, when Wolf calls Governor Foxington "Diane", it's a clear sign his opinion of her has considerably changed.
  • The Sixth Ranger: Diane. Like her book counterpart, she is a Reformed Criminal that eventually teams up with the Bad Guys following their Heel–Face Turn, however while in the former she had her own group that merged with them, here she seems to get adopted into the Bad Guys' main unit after befriending Wolf.
  • The Smurfette Principle: As revealed in the first synopsis of the movie, thanks to Mr. Tarantula being turned into a girl for the movie, she is the only girl on the team until Diane teams up with them.
  • So What Do We Do Now?: Said by Ms. Tarantula in the mid-credits scene when the gang gets out of jail, only to find themselves in a desert outside the city with no transportation.
    Ms. Tarantula: So... what do we do now?
    Mr. Piranha: Steal a car?
    Mr. Wolf: Piranha.
    Mr. Piranha: I was joking! It was a joke.
  • Source Music: The gang's car chase at the start of the film is set to Can't Stop Won't Stop's "Stop Drop Roll", which is being played on the car's stereo through Tarantula's smartphone, with the team singing along.
  • Spanner in the Works:
    • Diane is such to the first stage of Marmalade's plan, framing the Bad Guys for stealing the Meteorite in their Falsely Reformed Villain scheme. The plan rode on the Bad Guys not having really turned good and being unsympathetic enough that no one would believe them. Diane however ended up Wolf's Positive Friend Influence, setting off a genuine Heel–Face Turn and leaving Diane suspicious of the frame up, leading to her breaking them out of jail.
    • Wolf ends up such for the actual charity heist itself. When Diane tries to stop Marmalade, he proves her first tasking adversary due to the complexity of his plan and being competent enough to capture her and Wolf. However Wolf's actions following his Heel–Face Turn chained off the events that not only gave away Marmalade's exact targets, but caused all the other Bad Guys to also Heel–Face Turn, leading them to rescue him and Diane and help save the stolen money, and Snake to ruin Marmalade's scheme from the inside by playing Fake Defector.
  • Species Subversives: Diane Foxington is kind, helpful, and diligent, the exact opposite of how foxes are normally portrayed. It's because she was once a thief because of negative stereotypes associated with her species, similar to The Bad Guys themselves. However, one day, Diane realized that she had her life all wrong; not only did she make a full Heel–Face Turn, but she took her entire life 180 degrees to become a well-respected governess.
  • Strange Minds Think Alike: Snake refers to Wolf trying to sweet-talk Diane as "the full Clooney". Cut to Wolf sliding up to Diane, to which she responds with "Do not Clooney me, Wolf!"
  • Straw Nihilist: After Snake's Armor-Piercing Question, he points out that Marmalade was right for what he see the world as: A place where people are scary and people are scared
  • Sudden Anatomy: The film intentionally changes the characters' teeth to evoke different emotional reactions. Sometimes they have Tooth Strip or Tombstone Teeth when giving a cartoonish smile, and they flash massive fangs when they need to appear angry or threatening.
  • Suddenly Shouting: An inversion: after Marmalade reveals he stole the meteorite and framed the Bad Guys for it, Mr. Wolf lunges at him and Marmalade starts acting scared and panicky. As the Bad Guys are being taken away, Marmalade goes from nervous hyper-ventilating to being just as composed and chipper as he's ever been throughout the film the moment a camera crew comes over to interview him. That he does this in clear view of Diane is enough to tip her off that Marmalade may not be entirely truthful... and that Mr. Wolf's attempt at a Heel–Face Turn was genuine.
    • Played straight later after Mr Wolf and the others (driving with the Love Crater Meteorite in the boot of Wolf’s car) chase after Marmalade’s chopper to try and persuade Mr Snake to come back. Marmalade has this to say on the Bad Guys’ appeals: “Oh, there you go again, making it personal~. I’LL GIVE YOU ONE LAST CHANCE TO GIVE ME THE METEORITE!!
  • Suspiciously Specific Denial: After the gang is arrested at the charity gala, Marmalade gives an oddly specific description of how they could've stolen the meteorite in plain sight, topped off with "But how should I know? I mean, they're the deranged masterminds, not me.". However, this is what makes Diane suspect he framed the Bad Guys
  • Sympathy for the Devil: Invoked. When Mr. Wolf claims nobody had ever given him and his friends a chance to be anything other than criminals, Marmalade takes pity on them and comes up with the idea to have the gang rehabilitated at his compound. Mr. Wolf is playing him, hoping to use the pretense to get another chance at stealing the Golden Dolphin.
  • Sympathetic Villain, Despicable Villain: The titular gang of criminals are Noble Demons who only steal high-value items and never try to actively harm anyone beyond slapstick. They also are only evil because they were stereotyped into being so. [This is why is easy for all of them to pull a Heel–Face Turn. Professor Marmalade, on the other hand, is the real villain, as he is a Bitch in Sheep's Clothing who uses the negative stereotypes associated with the gang to manipulate the public into making himself look heroic, and is willing to stoop to lows that horrify The Bad Guys, which ultimately makes them the ones to put an end to Marmalade's plans.
  • The Team: Less obvious than Caper Crew, but still applies:
  • Then Let Me Be Evil: Mr. Wolf says that society has only ever viewed him and his friends as villains, so they may as well play the cards they've been dealt. Deconstructed in that, while they've found genuine companionship in each other, the trauma behind those circumstances still exists, and it sucks thinking you'll be despised no matter what. Mr. Wolf sufferers this the most because his species is portrayed as the villain in almost every story.
    Mr. Wolf: Do I wish people didn't see us as monsters? Sure I do. But these are the cards we've been dealt, so we might as well play them.
  • Through a Face Full of Fur: When he's called a "good boy" by the old woman he keeps from falling on the stairs, a stunned Mr. Wolf starts blushing as the moment sinks in.
  • Toilet Humor: Mr. Piranha is prone to bouts of extremely bad gas when he gets nervous. It ends up being weaponized to save Mr. Wolf and Diane in the third act.
  • Too Clever by Half: Both of the Bad Guys' opposition in the two separate halves of the film are far more elaborate masterminds than them, though still lose to them out of pure arrogance:
    • Diane is California's Governor and the Big Good of the film, thus the Hero Antagonist to the Bad Guys at the start of the film. She is also the Crimson Paw, a far more concise and professional criminal who retired without ever getting caught. As a result she dismisses the Bad Guys as sloppy Big Bad Wannabes, and tries to provoke them into a heist during the Good Samaritan Awards to lure them into a trap, never once thinking they'd be competent enough to actually do it and nearly losing the Golden Dolphin (and her political reputation) as a result. Her confidence no other criminal can outgambit her comes into play again later on when she is made an Unwitting Pawn to Marmalade, and is later caught and exposed as the Crimson Paw by him due to her cocky handling of the Zumpango Diamond, requiring the Bad Guys' help and pure fate to prevent her getting caught out. It is downplayed however, by the fact that Diane is also one of the most self observant characters in the film, able to realise her mistakes quickly enough, and later uses her better judgement between Wolf and Marmalade.
    • Marmalade is a Manipulative Bastard and a far elaborate and deadly criminal than the Bad Guys or even the Crimson Paw. However his petty ego end up costing him everything. First after successfully framing the Bad Guys, he can't resist gloating at them in confidence. He does the same later on when capturing Wolf and Diane, stealing the Zumpango Diamond off of Diane as a petty last laugh. He is even overconfident enough to enlist Snake, who he had just betrayed, into his scheme (while Marmalade does beat him to the punch and double cross him first, he never suspects Snake might actually have turned good and have a more inconspicuous plan ongoing the whole time). The whole thing backfires when Snake exposes him in public and Marmalade is caught with the Diamond, framing himself as the Crimson Paw. Had he just been a bit more shrewd, he likely would have got away with everything.
  • Too Powerful to Live: A non-character example with the Love Crater Meteorite, which is eventually shown to be an extremely potent energy source. Part of Mr. Snake's Fake Defector act involves him getting rid of the meteorite because, as he mentions near the end and as was earlier proven by Marmalade's mind-control scheme, that kind of power is simply too dangerous for anyone to handle in an ethical way. So once the decoy meteorite was stolen by the others, Snake put the real one in its place and overloaded it, destroying both it and Marmalade's mansion.
  • True Companions: The Bad Guys are all very close friends. A part of the reason for Wolf attempting to go good is to try and do something for his friends that can help them stop having to hide from the police.
  • Unspoken Plan Guarantee: Both heists to steal the Golden Dolphin are laid out in detail by Mr. Wolf, and neither heists succeed. Mr. Snake's plan to destroy the Love Crater Meteorite and expose Marmalade, which involves faking his defection and keeping everyone in the dark about his true intentions, ultimately succeeds.
  • Unwanted Assistance: During the Golden Dolphin heist, Ms. Tarantula struggles at first to hack the WPSST. Mr. Wolf and Mr. Snake desperately give her nonsense advice, only succeeding in irritating her.
    Ms. Tarantula: It's not letting me in!
    Mr. Wolf: Check your system preferences!
    Mr. Snake: You probably need to download a driver!
    Mr. Wolf: Try rebooting!
    Ms. Tarantula: Oh my gosh, you fixed it!
    Mr. Wolf and Mr. Snake: Really?
    Ms. Tarantula: NO!!
  • Villain Cred: The Bad Guys and pretty much every other villainous fraction are all criminals primarily for this reason. While they don't like being seen as scary villains, they thrive on the limelight of at least being revered as suave and competent ones. The plot kicks off by Diane trying to goad the Bad Guys into a trap by belittling their cred, though at least some of her smugness is from being a Reformed Criminal with a huge winning streak herself.
  • Villain Has a Point: Marmalade warns Wolf in confidence that he will have to choose between his friends or having a better life. While this was only to poison Wolf's mind into betraying the other Bad Guys to help his own scheme, it was true that had he followed the others' encouragement, he would have stayed a criminal, stolen the Golden Dolphin and destroyed his friendship with Diane, thus lost the one ally that could bail them out after Marmalade framed them. Of course what Marmalade didn't anticipate is that in response, Wolf, rather than just turning his back on his friends for good, would orchestrate their own Good Feels Good epithany so they would all Heel–Face Turn with him.
    Marmalade: It's just a shame that you have to carry all that baggage.
    Wolf: You mean the guys? What do you mean?
    Marmalade: You have great potential Wolf, but at some point you're gonna have to choose between your friends or the good life.
  • Villain Protagonist: The gang, prior to their collective Heel–Face Turn.
  • Villain Song: Subverted with "Good Tonight", which Mr. Piranha sings at the charity gala. In this case, a Villain Protagonist sings about how he's not such a bad guy anymore.
  • Visual Pun: When Marmalade makes the Bad Guys wear cute animal onesies as part of their "good guy" training, the one Mr. Wolf wears resembles a sheep, making him a literal wolf in sheep's clothing.
  • Walk and Talk: Done in the opening with Wolf and Snake, and once more after the first set of credits.
  • Was It All a Lie?: Wolf asked Marmalade if all the "Flower of Goodness" was a lie, which Marmalade admitted that it was and reveals his true intentions.
    Wolf: What about all that "Flower of Goodness" talk, was all just a lie?
    Marmalade: Uh, pretty much, yeah. You see, I never cared about what's "good", only what's good for me.
  • "Well Done, Son" Guy: The scientist at Sunnyside Laboratory is apparently so desperate for fatherly approval that all it takes to distract him from his duties is Mr. Shark putting on a generic "dad" disguise and voice and offering to have a catch with him.
  • We Need a Distraction:
    • During the Golden Dolphin heist, Mr. Wolf and Mr. Piranha need to access a hall guarded by two security guards. Mr. Wolf instructs Mr. Shark, disguised as a woman, to create a distraction, but to keep it subtle. Cue Mr. Shark loudly yelling that he's having a baby and asking for a doctor... or maybe some security guards that can leave their posts. It works.
    • During the Sunnyside Laboratory heist, Mr. Shark distracts a scientist disguised as his father so the rest of the gang can sneak inside through a window.
    • At the charity gala, when Mr. Snake's tail gets caught in Chief Luggins' briefcase and the Chief is about to discover him, Mr. Piranha starts belting out "Good Tonight", with Mr. Shark on drums and Ms. Tarantula acting as DJ, to give Mr. Snake enough time to get the passcode and escape.
  • Wham Line:
    • "Believe it or not, I'm rooting for you, Wolf." This is said by Diane to Mr. Wolf at the end of their conversation at Marmalade's compound. This line both changes the audience's perception of her and gives Mr. Wolf the confidence to try reforming for real.
    • "There, there. Of course you didn't do it, how could you? After all... you're such a good boy." This is said by Marmalade to Mr. Wolf after the gang is framed and arrested for stealing the meteorite, revealing he had been manipulating him the entire time and was actually in disguise as the old lady at the award ceremony.
    • The culmination of Mr. Wolf and Mr. Snake's argument in prison.
      Mr. Snake: And us... your lifelong friends... we're just holding you back?
      Mr. Wolf: YEAH! MAYBE YOU ARE!
  • Wham Shot:
    • After the Crimson Paw takes down the entire police force inside the prison, she walks up to the Bad Guys and takes off her mask, revealing herself to be Diane.
    • Following the highway chase, Marmalade is being interviewed by Tiffany and takes a moment to applaud himself... and the lights of the meteorite turn on and off with the claps, revealing it to be a lamp decoy.
  • What You Are in the Dark: Learning to be a good person just for the sake of it, not for anyone else's eyes, is part of the movie's theme, as our characters exemplify.
    • After Diane's speech about being good for one's own sake, Wolf sees the cat still stuck in the tree and decides to take her advice to heart. Without even knowing Marmalade was secretly filming the whole thing, Wolf genuinely coaxes the cat out of the tree and into his waiting arms.
    • Back when she was Crimson Paw, Diane did manage to easily get the Golden Dolphin in her clutches, coming closer than anyone else ever has... except a literal self-reflection prompted her to leave without her prize, as she realized she didn't want to be the thief everyone sees foxes as.
    • Despite not knowing Snake was a Fake Defector all along during the climax, the other Bad Guys find it in their hearts to ask their old friend to join their side once more. Additionally, while seemingly falling to their deaths, Wolf and Snake make up, with the latter declaring his love for his friends. And this is before Wolf reveals he has just the gadget to save their lives.
  • Wounded Gazelle Gambit: After revealing that it was his fault they got arrested and that he's been manipulating them the whole time, Marmalade manipulates Wolf into lashing out at him just as he opens the doors of the police van, making it seem like Wolf is attacking him without provocation.
  • X-Ray Sparks: Wolf and Diane when they get shocked breaking into Professor Marmalade's lair.
  • You Are Better Than You Think You Are: After Wolf confess to Diane that he's tired of being seen as a stereotype and that nobody will believe them even if they did change, Diane gives him some advice that helped him do his first good deed, while saying that they're not so different.
    Diane: A wolf and a fox are not so different. Maybe they will believe you. Maybe they won't. But it doesn't matter. Don't do it for them, do it for you. This is a chance to write your own story. To find a better life for you and your friends. [...] Believe it or not, I'm rooting for you, Wolf.
  • You Have GOT to Be Kidding Me!:
    • Ms. Tarantula has this reaction during the Golden Dolphin heist when she realizes Mr. Piranha farted in the vents, which lead directly to the security office.
      Ms. Tarantula: Piranha! Are you kidding me?!
      Mr. Piranha: Sorry!
    • The gang's reaction to Mr. Snake's...solution...for rescuing the guinea pigs at the research facility.
      Ms. Tarantula: ARE YOU KIDDING ME?!
      Mr. Wolf: What do you think you're doing?! We're supposed to save them, not eat them!
      Mr. Snake: Well, I'd say they've gone to a better place. (belches)
    • Happens again when Marmalade reveals that Diane's ring has the Zumpango Diamond in it, a legendary artifact she stole during her time as the Crimson Paw.
      Mr. Wolf: You gotta be kidding me.
      Diane: What? I'm sentimental!


"So long, suckers!"

Alternative Title(s): The Bad Guys

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Mr. Wolf's First Good Deed

Notorious criminal Mr. Wolf takes his first step in becoming a hero by doing a selfless act: saving a cat that's stuck up a tree.

How well does it match the trope?

5 (21 votes)

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Main / CatUpATree

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