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Up is a Disney/Pixar animated film featured on ABC's Once Upon a Time. It was written by Pete Docter, Bob Peterson and Tom McCarthy; and directed by Pete Docter. It was released on May 29, 2009.


In 1940, nine-year-old Carl Fredricksen idolizes famous explorer Charles F. Muntz. When Muntz is accused of fabricating the skeleton of a giant exotic bird he says he discovered at Paradise Falls, he vows not to return until he captures one alive. One day, Carl befriends a girl named Ellie, also a Muntz fan. She confides to Carl her desire to move her "clubhouse"—an abandoned house in the neighborhood—to a cliff overlooking Paradise Falls.

Carl and Ellie grow up, get married and live in the restored house. Carl sells toy balloons at the zoo where Ellie works. After she suffers a miscarriage and they are told they cannot have a child, the two decide to realize their dream of visiting Paradise Falls. They save for the trip, but repeatedly have to spend the money on more pressing needs. Finally, the now elderly Carl arranges for the trip, but Ellie falls ill and dies.

Years later, Carl still lives in the house, stubbornly holding out while the neighborhood homes are torn down and replaced by skyscrapers. When he accidentally injures a construction worker, the court deems him a public menace, ordering 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. Russell, a young Wilderness Explorer who visited Carl in his effort to earn his final merit badge, for assisting the elderly, becomes an accidental stowaway.

After surviving a thunderstorm, the flying 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, colorful flightless bird, known as the mythical "Snipe", whom he names "Kevin". 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 Charles Muntz. Muntz invites Carl and Russell aboard his dirigible, where he explains to them that he is searching for a giant bird. When Russell notes the bird's similarity to Kevin, Muntz becomes hostile, believing they are attempting to capture the bird themselves. Carl flees with Kevin and Dug, but Muntz captures Kevin and starts a fire beneath Carl's house, forcing him to choose between saving it or Kevin. After Carl saves the house, he and Russell eventually reach the falls, though Russell is upset at Carl for abandoning Kevin. Carl looks through Ellie's childhood scrapbook and is surprised to find that she has filled in the blank pages with photos of their marriage, along with a note thanking him for the "adventure" and encouraging him to go have a new one.

The repentant Carl goes outside, only to see Russell sailing off with some balloons and the propulsive leaf blower to try to rescue Kevin. By throwing out his furniture and keepsakes, Carl manages to lighten the house enough to follow. Russell is captured by Muntz, but Carl manages to board the dirigible, tether the house, and free Russell and Kevin. Dug inadvertently saddles Alpha with his cone of shame and becomes the dogs' new leader. Muntz pursues them around the airship, trapping Dug, Kevin and Russell inside Carl's house. Carl lures Kevin back onto the airship, with Dug and Russell clinging to her back. Muntz leaps after them, but snags his foot on some balloon lines and falls to his death. The house then descends out of sight through the clouds.

After reuniting Kevin with her chicks, Carl and Russell fly the dirigible back to the city. Carl presents Russell with his final badge: a grape soda cap that Ellie gave to Carl when they first met. Meanwhile, Carl's house has landed on the cliff beside Paradise Falls, fulfilling his promise to Ellie.

Show Adaptation

  • Ellie and Carl also play the roles of Beauty and the Beast from Beauty and the Beast.
  • Ellie has always dreamed of traveling the realms instead of going to a specific location.
  • Carl and Ellie successfully have a child.
  • Carl is tethered to a dagger and is immortal as a result, so he and Ellie travel to the Edge of Realms to free him so that he can live and die naturally with Ellie.
  • Carl and Ellie build a home in the Edge of Realms as the years pass.
  • Ellie dies naturally of old age, leaving Carl alone but revealing to him how he will free himself from the dagger.
  • Carl travels to another realm, where he meets Russell.

Characters Featured

Original Character Adapted as First Featured in
Ellie Fredricksen Belle (allusion) "Beauty"
Carl Fredricksen Mr. Gold (allusion) "Beauty"
Carl and Ellie's baby Gideon (allusion) "Beauty"
Russell Alice (allusion) "Beauty"

Items Featured

Original Item Adapted as First Featured in
Ellie's Adventure Book Travel Book (allusion) "Beauty"

Locations Featured

Original Location Adapted as First Featured in
Paradise Falls, Venezuela Edge of Realms (allusion) "Beauty"
Ellie and Carl's House Belle and Gold's House (allusion) "Beauty"
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Start a Discussion Discussions about Up

  • Carl and Ellie

    15 messages
    • CoolDudeAl wrote: Schroeswald wrote: Black Necked Swan wrote: Sum me to that. Gold and Belle as allusions. But I don't think Gideon sho...
    • Its been two weeks I'm just going to call this a consensus.
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