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**Up** is an American film that was released on May 29, 2009.

The film was written and directed by Bob Peterson and Pete Docter.

## Plot

In the aftermath of the death of his wife Ellie, Carl Fredricksen lives in a neighbouring house by stubbornly holding out while the neighbourhood around him is being replaced by skyscrapers. When he accidentally injures a construction worker, the court deems him a public menace and orders him to move to a retirement home. However, Carl resolves to keep his promise to Ellie by turning his house into a makeshift airship, using thousands of helium balloons saved from his old job as a balloon salesman.

Russell, a young "Wilderness Explorer" who visits Carl so he can earn his final merit badge for "Assisting the Elderly", becomes an accidental stowaway. The flying house encounters a cumulonimbus storm and ends up high above South America. The house lands on a tepui opposite Paradise Falls. Carl and Russell harness themselves to the still-buoyant house and begin to walk it across the mesa, hoping to reach the falls before the balloons deflate. Russell encounters a tall colourful bird whom he names "Kevin", who is trying to gather food for her chicks. They then meet a Golden Retriever named Dug, who wears a special collar that allows him to speak and who vows to take the bird to his master. The next day, they encounter a pack of aggressive dogs led by Alpha, a Doberman Pinscher and are taken to their master, who turns out to be elderly famous explorer Charles F. Muntz.

Muntz invites Carl and Russell aboard his dirigible, where he explains to them that he is still desperately searching for the giant bird he promised to bring back, which is revealed to be of Kevin's species. Russell notes the bird's similarity to Kevin and Muntz becomes hostile, thinking they are attempting to capture the bird for themselves, like many other visitors he implies to have killed. Realising that Muntz has become insane, Carl and Russell flee with Kevin and Dug, but Muntz eventually captures Kevin and starts a fire beneath Carl's house. Carl saves the house, allowing Muntz to leave with Kevin and Russell becomes upset at Carl's selfishness. The group finally arrive at Paradise Falls and park the house, where Carl sadly looks through Ellie's childhood scrapbook, only to find that she has filled in the supposedly blank pages with photos of their happy marriage, along with a final note thanking Carl for their "adventure" and encouraging him to move on from her death.

Reinvigorated, Carl goes outside to see Russell sailing off with some balloons and a leaf blower to rescue Kevin. By throwing out his furniture and keepsakes, Carl lightens the house enough for him and Dug to follow. Russell is captured by Muntz, but Carl and Dug manage to board the dirigible, tether the house and free Russell and Kevin. Dug saddles Alpha with the "cone of shame" and unexpectedly becomes the dogs' new leader. Muntz furiously pursues them around the airship and further cripples the flying house, cornering Kevin, Dug and Russell inside. When the three leap back onto the dirigible, Muntz leaps after them and inadvertently gets caught on some balloon lines, causing him to fall and float to the ground. The house, having lost too many balloons to fly, descends out of sight through the clouds.

Carl and Russell reunite Kevin with her chicks and fly the dirigible back home. Russell receives his "Assisting the Elderly" badge and Carl presents Russell with the "Ellie Badge", a grape soda bottle cap that Ellie gave to Carl when they first met. Carl, Russell and Dug later sit together, eating ice cream and counting approaching cars like Russell used to do with his dad. Unbeknownst to Carl, the house has landed on the cliff beside Paradise Falls exactly where Ellie had pictured it, fulfilling Carl's promise. The end credits show snapshots of Carl, Russell and Dug happily enjoying life together.

## Cast and Characters

* Ed Asner as Carl Fredricksen
	+ Jeremy Leary as Young Carl Fredricksen
* Christopher Plummer as Charles F. Muntz
* Jordan Nagai as Russell
* Bob Peterson as Dug / Alpha
* Pete Docter as Kevin
* Elizabeth Docter as Ellie
* Delroy Lindo as Beta
* Jerome Ranft as Gamma
* John Ratzenberger as Tom
* David Kaye as Newsreel Announcer
* Danny Mann as Steve
* Mickie McGowan as Edith
* Don Fullilove and Jess Harnell as George and A.J.

## Music

See Also: Up (Soundtrack)

Up is the third Pixar film to be scored by Michael Giacchino, after is the third Pixar film to be scored by Michael Giacchino, after The Incredibles and Ratatouille. What Pete Docter wanted most importantly out of the music was the emotion, so Giacchino wrote a character theme-based score that producer Jonas Rivera thought enhanced the story. At the beginning of the movie, when young Carl is in the movie theater watching a newsreel about Muntz, the first piece of music heard is "Muntz's Theme", which starts out as a celebratory theme, and echoes through the film when Muntz reappears 70 years later. "Ellie's Theme" is first heard when she is introduced as a little kid and plays several times during the film in different versions; for instance, during the sequence where Carl lifts his house with the balloons, the theme is changed from a simple piano melody to a full orchestral arrangement. Giacchino has compared the film to opera since each character has a unique theme that changes during a particular moment in the story.

The score was released as a digital download on May 26, 2009, three days before the film opened in theaters. It won the Academy Award for Best Original Score, the Grammy Award for Best Score Soundtrack Album, the Golden Globe Award for Best Original Score, and the 2010 BAFTA Award for Best Film Music. It is the first score for a Pixar film to win the Oscar (Randy Newman also won for Monsters, Inc. and Toy Story 3, but in the category of Best Original Song).

## Production

### Development

Director Pete Docter began writing Up in 2004. He developed the fantasy of a flying house on the idea of escaping from life when it becomes too irritating, which stemmed from his difficulty with social situations growing up. Actor and writer Tom McCarthy aided Docter and Bob Peterson in shaping the story for about three months. Docter selected an old man for the main character after drawing a picture of a grumpy old man with smiling balloons. The two men thought an old man was a good idea for a protagonist because they felt their experiences and the way they affect their view of the world was a rich source of humour. Docter was not concerned with an elderly protagonist, stating children would relate to Carl the way they relate to their grandparents.

Early concepts differed from the final film. The initial version featured a floating city on an alien planet populated with muppet-like creatures, with two brothers vying to inherit their father's kingdom and when the brothers fell to Earth, they encountered a tall bird who helped them understand each other. But the story just didn't seem to work properly, and Docter and Peterson realized that the most intriguing element was the isolation of the floating city. Yet the people living there would consist of a whole community and were therefore not really isolated. So the whole city was stripped down to a single flying house with just a single occupant, where balloons replaced the magic which kept the floating city up. After that they got the idea to use an old person and found the contrast between the elderly grumpy man and the happy balloons in Docter's drawing appealing, inspiring them to work out his backstory. The next concept introduced many of the elements that eventually made their way into the film, but had Carl and Russell landing the house on a Soviet-era spy airship camouflaged as a giant cloud rather than on a tepui. This concept was rewritten due to its similarity to another idea Pixar was developing. Another idea Docter added, then removed, was magic fountain-of-youth eggs laid by the bird, in order to explain the age discrepancy between Muntz and Carl, but they decided this subplot was too distracting and people would forgive the minor inconsistency. Also, the biggest single influence on Up early on was The Station Agent, by Tom McCarthy.

Docter noted the film reflects his friendships with Disney veterans Frank Thomas, Ollie Johnston and Joe Grant (who all died before the film's release and thus the film was dedicated to them). Grant gave the script his approval as well as some advice before his death in 2005. Docter recalled Grant would remind him the audience needed an "emotional bedrock" because of how wacky the adventure would become; here it is Carl mourning for his wife. Docter felt Grant's personality influenced Carl's deceased wife Ellie more than the grouchy main character and Carl was primarily based on Spencer Tracy, Walter Matthau, James Whitmore, and their own grandparents, because there was "something sweet about these grumpy old guys". Docter and Jonas Rivera noted Carl's charming nature in spite of his grumpiness derives from the elderly "having this charm and almost this 'old man license' to say things that other people couldn't get away with... It's like how we would go to eat with Joe Grant and he would call the waitresses 'honey'. I wish I could call a waitress 'honey'."

Docter revealed the filmmakers' first story outline had Carl "just wanting to join his wife up in the sky. It was almost a kind of strange suicide mission or something. And obviously that's a problem. Once he gets airborne, then what? So we had to have some goal for him to achieve that he had not yet gotten." As a result, they added the plot of going to South America. The location was chosen due to both Docter's love of tropical locations, but also in wanting a location Carl could be stuck with a kid due to the inability to leave him with an authority such as a police officer or social worker. They implemented a child character as a way to help Carl stop being "stuck in his ways".

Docter created Dug as he felt it would be refreshing to show what a dog thinks, rather than what people assume it thinks. Knowledge of canine communication, body language and pack behaviours for the artists and animators to portray such thoughts came from consultant Dr. Ian Dunbar, veterinarian, dog behaviorist, and trainer. The idea for Alpha's voice derived from thinking about what would happen if someone broke a record player and it always played at a high pitch. Russell was added to the story at a later date than Dug and Kevin; his presence, as well as the construction workers, helped to make the story feel less "episodic".

Carl's relationship with Russell reflects how "he's not really ready for the whirlwind that a kid is, as few of us are". Docter added he saw Up as a "coming of age" tale and an "unfinished love story", with Carl still dealing with the loss of his wife. He cited inspiration from Casablanca and A Christmas Carol, which are both "resurrection" stories about men who lose something and regain purpose during their journey. Docter and Rivera cited inspirations from the Muppets, Hayao Miyazaki, Dumbo and Peter Pan. They also saw parallels to The Wizard of Oz and tried to make Up not feel too similar. There is a scene where Carl and Russell haul the floating house through the jungle. A Pixar employee compared the scene to Fitzcarraldo, and Docter watched that film and The Mission for further inspiration. The character Charles Muntz comes from Howard Hughes and Errol Flynn.

### Animation

Docter made Venezuela the film's setting after Ralph Eggleston gave him a video of the tepui mountains of Canaima National Park; tepuis were previously featured in another Disney film, Dinosaur. In 2004, Docter and eleven other Pixar artists spent three days reaching Monte Roraima by airplane, by jeep and by helicopter. They also spent three nights there painting and sketching, and encountering ants, mosquitoes, scorpions, frogs and snakes. They then flew to Matawi Tepui and climbed to Angel Falls. Docter felt "we couldn't use the rocks and plants we saw. Reality is so far out, if we put it in the movie you wouldn't believe it." The film's creatures were also challenging to design because they had to fit in the surreal environment of the tepuis, but also they had to be realistic because those mountains exist in real life. The filmmakers then visited the Sacramento Zoo to observe a Himalayan monal for Kevin's animation. The animators designed Russell as an Asian-American and modelled Russell after similar looking Peter Sohn, a Pixar storyboarder who voiced Emile in Ratatouille and directed the short Partly Cloudy, because of his energetic nature.
While Pixar usually designs their characters to be caricatured, Carl was even more so, being only at least three heads high. He was not given elderly features such as liver spots or hair in his ears to keep him appealing, yet giving him wrinkles, pockmarks on his nose, a hearing aid and a cane to make him appear elderly. Docter wanted to push a stylized feel, particularly the way Carl's head is proportioned: he has a squarish appearance to symbolise his containment within his house, while Russell is rounded like a balloon. The challenge on Up was making these stylized characters feel natural, although Docter remarked the effect came across better than animating the realistic humans from Toy Story, who suffered from the "uncanny valley". Cartoonists Al Hirschfeld, Hank Ketcham, and George Booth influenced the human designs. Simulating realistic cloth on caricatured humans was harder than creating the 10,000 balloons flying the house. New programs were made to simulate the cloth and for Kevin's iridescent feathers. To animate old people, Pixar animators would study their own parents or grandparents and also watched footage of the Senior Olympics. The directors had various rules for Carl's movements: he could not turn his head more than 15-20 degrees without turning his torso as well, nor could he raise his arms high. However, they also wanted him to grow more flexible near the end of the film, transforming into an "action hero".

A technical director worked out that to make Carl's house fly, he would require 23 million balloons, but Docter realised that number made the balloons look like small dots. Instead, the balloons created were made to be twice Carl's size. There are 10,297 balloons for shots of the house just flying, 20,622 balloons for the lift-off sequence and a varying number in other scenes.

## Broadcast

When the film screened at the El Capitan Theatre in Hollywood, California from May 29 to July 23, 2009, it was accompanied by Lighten Up!, a live show featuring Disney characters. Other tie-ins included children's books such as My Name is Dug, illustrated by screenwriter Ronnie del Carmen. Despite Pixar's track record, Target Corporation and Walmart stocked few Up items, while Pixar's regular collaborator Thinkway Toys did not produce merchandise, claiming its story is unusual and would be hard to promote. Disney acknowledged not every Pixar film would have to become a franchise. Promotional partners include Aflac, NASCAR and Airship Ventures, while Cluster Balloons promoted the film with a replica of Carl's couch lifted by hot air balloons for journalists to sit in.

Prior to the film's worldwide release date, Pixar granted a wish from ten-year-old Colby Curtin to see the film before she died. Colby had a rare form of vascular cancer and was too sick to go to a theater. A Pixar employee flew to the Curtins' house with a DVD of the finished film and screened it for her and her family. Curtin died seven hours later at 9:20pm, shortly after seeing the film.

### Upisodes

Before its theatrical release, Disney·Pixar created three small animated vignettes called Upisodes to promote Up on the Internet. These Upisodes chronicled Carl Fredricksen and Russell's journey through the jungle, not seen in the movie. Fans were able to view the vignettes on Apple iTunes movie trailer site and YouTube.

* Upisode One: Animal Calls - in the first episode, Russell demonstrates his ability to mimic animal calls.
* Upisode Two: First Aid - in the second episode, Russell tries to relieve a minor injury that Carl received.
* Upisode Three: Snipe Trap - in the final episode, Russell attempts to capture the elusive snipe.

## Reception

### Critical Response

On review aggregator Rotten Tomatoes, the film holds a 98% approval rating based on 294 reviews, with an average rating of 8.71 out of 10. The website's critics consensus reads, "An exciting, funny and poignant adventure, Up offers an impeccably crafted story told with wit and arranged with depth, as well as yet another visual Pixar treat." Metacritic, which uses a weighted average, assigned the film a score of 88 out of 100 based on 37 critics, indicating "universal acclaim". Audiences polled by CinemaScore gave the film a rare average grade of "A+" on an A+ to F scale.

Film critic Roger Ebert gave the film four out of four stars and called it "a wonderful film." The Hollywood Reporter lauded the film as "Winsome, touching and arguably the funniest Pixar effort ever, this gorgeously rendered, high-flying adventure is a tidy 90-minute distillation of all the signature touches that came before it." Although the San Francisco Chronicle noted that the film "contains many boring stretches of mindless freneticism and bland character interaction," it also declared that there are scenes in Up of "such beauty, economy and poetic wisdom that they belong in any anthology of great movie moments... to watch Up with any attention is to be moved and astonished by the economy with which specific visuals are invested with emotion throughout the film." Variety enthused that "Up is an exceptionally refined picture; unlike so many animated films, it's not all about sensory bombardment and volume... Unsurprisingly, no one puts a foot wrong here. Vocal performances... exude a warm enthusiasm and tech specifications could not be better. Michael Giacchino's full-bodied, traditional score is superlative..." The Globe and Mail stated that Up is "the kind of movie that leaves you asking 'How do people come up with this stuff?'" along with an overall positive review on the film, despite it being predictable.

The character of Carl Fredricksen has received mostly positive reception. Bill Capodagli, author of Innovate the Pixar Way, praised Carl for his ability to be a jerk and likable at the same time. Wall Street Journal editor Joe Morgenstern described Carl as gruff, comparing him to Buster Keaton, but adds that this begins to wear thin as the movie progresses. He has been compared with Spencer Tracy, an influence on the character, by The Washington Post editor Ann Hornaday and Empire Online editor Ian Freer, who describes him as similar to a "Guess Who's Coming to Dinner-era" Tracy. Entertainment Weekly editor Lisa Schwarzbaum described his appearance as a cross between Tracy and an eccentric out of a George Booth cartoon. TIME editor Richard Corliss also makes the comparison, calling him a "trash compacted version" of Tracy. He has also been compared to Walter Matthau, another inspiration for the character's design, by LA Weekly editor Scott Foundas, suggesting that actor Ed Asner was channeling him while performing the role of Carl. Variety editor Todd McCarthy described Carl as a combination of both Tracy and Matthau.

The relationship between Carl and his wife Ellie has been praised in several media outlets. In his book Disney, Pixar, and the Hidden Message of Children's Films, author M. Keith Booker described the love between Carl and Ellie as touching. While also describing the scene of the two of them aging as a "masterpiece of its own kind," he was not sure how much children would appreciate the scene, commenting that his son was squirming in his seat during the scene. Reelviews editor James Berardinelli praised their relationship, stating that it brought a tear to his eye in a way no animated film has done, including anything by famed anime director Hayao Miyazaki. Ann Hornaday praised the prologue, describing it as "worthy of Chaplin in its heartbreaking poignancy." Chicago Tribune editor Michael Phillips praised the scene, describing it as an emotional and cinematic powerhouse, and that he also was nearly moved to tears. However, Salon editor Stephanie Zacharek criticised the love between Carl and Ellie, describing their marriage as resembling a dental adhesive commercial more than a real relationship.

Edward Asner was praised in several media outlets for his portrayal of Carl. San Francisco Chronicle editor Mick LaSalle praised Asner as a great choice due to having a grumpiness to his voice that is not truly grumpy, but rather coming from a protective stance. Entertainment Weekly editor Lisa Schwarzbaum praised Asner's acting, stating that he has a "Lou Grant authority" to his voice. Time editor Richard Corliss stated that Asner had the "gruffness and deadpan comic timing to bring Carl to life." The Boston Globe editor Ty Burr concurred with this, stating that his Lou Grant-like voice had not diminished with time. USA Today editor Claudia Puig praised Asner's delivery, describing it as superb.

The formulation of Russell as an Asian-American character, along with the casting of an Asian-American in the role was met positively as well. Both Nagai and the film were awarded by the East West Players for the depiction of Russell. EWP lauded Pixar for the creation of the character, stating, "We are proud to honour a very progressive film company like Pixar who cast an Asian-American character alongside an elderly one to play the leads in a feature film." The character is noted as Pixar's first lead Asian character and was further positively received within the added context of historical non-Asian castings for Asian roles in entertainment. Asian-American organisations and entertainment websites, such as media watchdog Media Action Network for Asian Americans (MANAA), Racebending.com and Angry Asian Man praised the character and Pixar for its diverse character depictions, noting the general lack of Asian-American lead characters and Asian actors cast in entertainment. In an interview with NPR in 2013, Angry Asian Man's Phil Yu reflected on the character's lack of typical Asian stereotyping, stating, "You know, he just happens to be Asian and he's, you know, really adorable character. But that kid could've been of any ethnicity but they made the effort to make him Asian, just a little colour, you know, and it's really wonderful when that kind of thing happens where they don't have to play that up and make it like a thing or a joke, which happens a lot."

### Box Office

Up earned $293 million in the United States and Canada and $442.1 million in other countries for a worldwide total of $735.1 million. Worldwide, it was the sixth-highest-grossing film of 2009, the fourth-highest-grossing Pixar film, the 92nd-highest-grossing film, and the 24th-highest-grossing animated film.

In the United States and Canada, Up is the 59th-highest-grossing film before inflation, the tenth-highest-grossing Disney film, the seventh-highest-grossing 3-D film, the sixth-highest-grossing animated film, the fifth-highest-grossing film of 2009, and the fourth-highest-grossing Pixar film. On its opening weekend, it performed stronger than analysts had been expecting, ranking number one with $68,108,790. This is the fourth-highest-grossing opening for Pixar and the third-largest post-Memorial Day opening. It set a record for opening-weekend grosses originating from 3-D showings with $35.4 million (first surpassed by Avatar). The opening-weekend audience was 53% female and 47% under 17 years old. The film experienced small drop-offs on subsequent weekends, but lost first place to The Hangover.

Outside the U.S. and Canada, it is the 43rd-highest-grossing film, the tenth-highest-grossing animated film, the fifth-highest-grossing film of 2009 and the third-highest-grossing Pixar film. It was on top of the overseas box office for three consecutive weekends and for four in total. Its highest-grossing opening weekends were recorded in France and the Maghreb region ($8.88 million); the UK, Ireland and Malta ($8.44 million) and Japan ($7.24 million). These three were also its highest-grossing countries in total earnings. Among major countries, it was the highest-grossing animated film of 2009 only in Spain ($37.1 million), Australia ($25.3 million) and South Korea ($6.32 million).

## Home Media

Up was released on Blu-ray Disc and DVD in North America on November 10, 2009 and in the United Kingdom on February 15, 2010. It features the film plus the theatrical short Partly Cloudy and the new short Dug's Special Mission, as well as an audio commentary by director Pete Docter, Adventure is Out There a documentary about the filmmakers' research journey to South America, The Many Endings of Muntz (an alternate ending of sorts), and a digital copy. The Blu-ray edition has a four-disc pack that adds Cine-Explore with BonusView, Global Guardian Badge and Geography games, eight documentaries, and BD-Live to the Deluxe DVD and digital copy platters. A Limited Edition, known as the Luxo Jr. Premium Pack, includes a collectible lamp modeled after Pixar's bouncy short star that is designed to hold a complete Pixar Blu-ray collection.

In addition, Pixar also created a short film titled George and A.J., written and directed by storyboard artist Josh Cooley. This shows what the two Shady Oaks retirement home workers did after Carl left with his house. It was initially available for purchase at the iTunes Store and then was later posted to Disney·Pixar's Facebook and YouTube pages.

In its first week, it sold 3,969,792 units ($66,057,339) and eventually reached 10,811,453 units ($182,591,149), becoming the best-selling DVD among those released in 2009 in units sold. It also became the third in sales revenue behind Transformers: Revenge of the Fallen, and Twilight.

The rental release of the film to Netflix, Blockbuster, and Redbox was controversial since it failed to include closed captioning. Disney faced a consumer backlash over this and quickly released a statement that this removal was an unfortunate error and that it was moving to correct the issue.

Up was released on 4K Blu-ray on March 3, 2020.

## Merchandise

### Video Games

See Also: Up (Video Game)

On May 26, 2009, a video game by the same name themed around the movie was released for multiple platforms.

A video game, Kinect Rush: A Disney-Pixar Adventure, was also released on March 20, 2012, for the Xbox 360. It features characters from five of Pixar's films: Up, The Incredibles, Cars, Ratatouille and Toy Story.