Study Guide


Up Summary

Young Carl Fredricksen is a huge Charles Muntz fanboy.

Muntz, we learn through newsreel footage, is a famous explorer who recently returned from South America, where he discovered a rare, magnificent bird. There’s just one catch: Nobody believes him. So Muntz heads back to South America, vowing not to return until he’s caught that mind-blowing bird. Carl’s stoked.

On his way home from the movie theater, Carl meets Ellie; a plucky young girl that’s equally jazzed about Muntz and all things adventuresome. They strike up a fast friendship, and Ellie makes Carl promise that one day he’ll take her to South America—specifically Paradise Falls—in a blimp. She pins a grape soda bottle cap on him to solidify their friendship. It’s like a blood oath, but with soda.

So yeah, it's nothing like a blood oath.

Carl and Ellie grow up and get married, and through montage, we watch their life story: fixing up their house, picnicking on a hill, trying—and failing—to have a baby. They start saving their loose change in a jug marked Paradise Falls, but life keeps getting in the way. Car problems, broken bones, and home repairs force them to continually dip into their savings.

Old and gray, Ellie dies, and Carl’s left all by his lonesome.

[This is where everyone over the age of 16 breaks down sobbing, while all the kids in the audience look around wondering why the adults are such a bunch of softies. Just FYI.]

After the moving marriage montage, which packs a whole lot of living into its compact, heartwarming, and heartbreaking four-minute run-time, we fast-forward to the present, and Carl 2.0.

In his solitude, he’s turned into a first-rate grump.

Carl’s house sits in the middle of a noisy construction zone, but he refuses to sell the ol’ homestead. A wilderness scout named Russell shows up, offering to help Carl so he can earn his Assisting the Elderly badge. Carl refuses that, too.

After Carl smacks a construction worker with his cane, he’s sentenced to live out his golden years at the Shady Oaks retirement home. But wait—Carl’s got a plan. He attaches thousands of helium balloons to his house, and when the Shady Oaks folks arrive to whisk him away to a future full of cafeteria food and Bingo cards, Carl and his house take to the sky. His destination? Paradise Falls.

But there’s a catch: Russell has accidentally stowed away on Carl’s floating abode. They pilot through a nasty thunderstorm and land on a cliff opposite Paradise Falls. As they drag the house toward the falls, they add two more to their motley crew: Kevin, a huge exotic bird, and Dug, a talking dog. It turns out Dug is part of a pack of dogs that are hunting Kevin.

Eventually, the dog pack finds Carl and his crew and takes them back to their master. Surprise—their master is Muntz, and that creature he’s been chasing all these years is none other than Kevin. Muntz captures Kevin, and Carl and Russell run for it. They make it to Paradise Falls, but Russell is supremely bummed that Carl let Muntz nab Kevin. He decides to go back and save his birdie buddy.

After finding Ellie’s childhood Adventure Book, and a note scrawled inside encouraging Carl to have a new adventure now that she’s gone, Carl zooms after Russell in his house. Muntz captures Russell, making the score Muntz: 2, Carl: 0. With his house tethered nearby, Carl and Muntz duke it out on Muntz’s airship, and Carl rescues Russell, Kevin, and Dug. Carl’s house is cut loose in the struggle and drifts away. Muntz plummets to his death.


Carl and Russell fly back to the States, and Carl stands in for Russell’s deadbeat dad at Russell’s Wilderness Explorer ceremony. Instead of pinning Russell with his Assisting the Elderly badge, Carl bestows upon him the highest honor that he can: The Ellie Badge (aka the grape soda bottle cap that Ellie had given him decades before). Then they hit Fentons for ice cream. The final shot shows that Carl’s house made it to Paradise Falls after all, just like Ellie wanted.

The [sobbing like mad] end.

  • Scene 1

    Scene 1

    Ye Olde Fashioned Newsreel

    • Are those fireworks exploding over Cinderella’s castle? Then this must be a Disney Pictures production. And there’s the bouncing desk lamp. Why, hello there, Pixar.
    • Up kicks off with a black and white, 1930s Movietown newsreel that introduces us to explorer extraordinaire, Charles Muntz. He’s a cross between Errol Flynn and Howard Hughes, with a dash of Indiana Jones, and he’s just been to Paradise Falls, an exotic spot in South America that the newsreel shows in grainy detail.
    • Sitting in the movie theater audience, young Carl Fredricksen is absolutely transfixed. He’s also dressed up like a Muntz cosplayer, complete with leather cap and goggles.
    • When Muntz utters his catchphrase, “Adventure is out there!” Lil’ Carl gives a hearty thumbs up.
    • The newsreel footage shows Muntz’s latest discovery, the skeleton of a prehistoric-looking bird dubbed “the Monster of Paradise Falls.” Then we’re told that everybody thinks Muntz made it all up. Oh, snap!
    • Muntz is humiliated and stripped of his membership in the National Explorers Society. Carl is outraged, screaming “No!” at the big screen.
    • Before a large crowd—and in front of his tricked-out zeppelin, The Spirit of Adventure—Muntz vows to go back to Paradise Falls to capture the monster, alive, and clear his name, adding that he won’t return to the States until he does. Smell ya later, Muntz!
  • Scene 2

    Scene 2

    Ellie the Enchanting Chatterbox

    • Still riding high from seeing his idol, Muntz, on the big screen, Carl walks home, making airplane noises and tugging a blue helium balloon with “Spirit of Adventure” scrawled on it behind him.
    • He imagines the newsreel announcer rattling off Muntz’s adventures as his own. When Muntz scales Pike’s Peak, Carl scales a small rock his path. When Muntz crosses the Grand Canyon, Carl hops over a crack in the sidewalk.
    • Just as Carl imagines the newsreel announcer repeating Muntz’s catchphrase, “Adventure is out there,” Carl hears a girl shouting the same phrase from somewhere inside a boarded up house.
    • The front door of said house has “Spirit of Adventure” written on it, just like Carl’s trusty balloon. So, like any wannabe explorer worth his weight in doubloons, Carl investigates.
    • Inside the house, Carl meets Ellie. She’s decked out in Muntz gear just like Carl, and has rigged the house up like its Muntz’s dirigible. Newspaper articles documenting Muntz’s adventures hang on the wall.
    • Carl secretly watches while Ellie pilots her homemade airship, narrating her own pretend adventures in the spirit of science.
    • When Ellie spots Carl the interloper, she interrogates him—and his leather helmet and rad goggles—and then decides they’re BFFs, pinning one of her grape soda bottle caps on him. Ellie talks a mile a minute; Carl is speechless. And, in the kerfuffle, he loses his balloon.
    • Ellie takes Carl upstairs to find his MIA balloon. He has to cross a plank to get it. When he hesitates for a second, Ellie shoves him forward. Carl pulls his goggles into adventurer position, and then promptly falls off the plank.
    • Cut to an ambulance racing down the street.
    • That night, reading in bed by flashlight, a cast on his freshly broken arm, Carl’s balloon sails through the open bedroom window with a stick tied to it.
    • Then Ellie herself pops in through the window. Carl screams like a girl.
    • Ellie’s got something to show him: her Adventure Book. It’s filled with her hopes and dreams of exploration, and they all have a very Muntz-centric bent.
    • Ellie tells Carl that, when she gets big, she’s going to go South America just like Muntz, to live in Paradise Falls. This little girl’s got big plans.
    • There’s just one catch: Ellie doesn’t know how she’s actually going to get to Paradise Falls.
    • Carl looks at a model blimp hanging from his ceiling. Ellie decides that Carl’s going to take her to Paradise Falls via blimp, and makes him swear on it. She has him cross his heart and everything.
    • Carl looks terrified, but it also looks like they have a deal.
    • Just as quickly as she arrived, Ellie leaves, but not before once more proclaiming “Adventure is out there!” Also? Carl doesn’t talk that much. She digs it.
    • Carl looks after Ellie. “Wow,” he coos. This boy’s got it bad.
  • Scene 3

    Scene 3

    ‘Til Death Do They Part

    • Fast forward to Carl and Ellie’s wedding day. Following the sage advice of Beyoncé, Carl put a ring on it.
    • Carl and Ellie’s wedding kicks off a four-minute, dialogue-free montage that documents their life together.
    • They buy a fixer-upper and, still in their wedding gear, start sprucing it up. They have a hilltop picnic, picking out shapes in the clouds.
    • They get His and Hers jobs at the zoo: Ellie working with birds, Carl selling balloons. They read in side-by-side chairs. They outfit a nursery. Ellie finds out she can’t conceive, and Carl comforts her.
    • They start saving their loose change in a jug marked “Paradise Falls,” and Ellie reminds Carl of his heart-crossing promise to take her there. A series of unfortunate events, like a flat tire, Carl’s broken leg, and a tree crashing into their Technicolor house repeatedly force Carl and Ellie to dip into their Paradise Falls savings.
    • A montage-within-the-montage of Ellie helping Carl tie a series of neckties advances time further. Carl and Ellie are old and gray. They dance in the living room.
    • While tidying up the joint, Carl spots a framed photo of Ellie as a little girl in her explorer gear. He looks across the room at her, bent over and sweeping, and we cut to Carl at a travel agent, buying airline tickets in front of posters of South American countries.
    • He packs the tix into a picnic basket, and they head to their usual cloud-gazing hill. Ellie collapses on the way up.
    • The montage continues: Ellie’s reading her Adventure Book in a hospital bed. A blue balloon with a stick tied to it comes drifting through the open window. Callback! Carl enters, and Ellie passes her book to him, touching his face.
    • Then we cut to Carl sitting in a church, holding a blue balloon. Ellie’s passed away. Carl returns to their home, alone, at dusk.
    • We swear we’re not crying; we just have a piece of lint in our eye. Yeah, that’s it. Lint.
  • Scene 4

    Scene 4

    All Alone in a Construction Zone

    • Carl’s alarm clock goes off bright and early. It’s 6:00 a.m. He gets out of bed, joints a poppin’, grabs his cane, and takes his motorized stair chair downstairs. He does not look happy.
    • Carl eats breakfast alone, then tidies up the house. He adjusts his grape soda button—the one Ellie gave him decades ago—and, after undoing enough locks to keep out the entire zombie cast of The Walking Dead, takes a seat on his front porch.
    • A wide shot shows that Carl and Ellie’s cute little house is surrounded by a massive, noisy construction zone. Skyscrapers are going up all around it.
    • Carl gets the mail, dismissing a pamphlet for the Shady Oaks retirement home. Then he whips out a leaf blower to blast the construction dust off of the mailbox that he and Ellie installed and painted their names on together.
    • Exposition time! Tom the Construction Foreman comes over and repeats his boss’s offer to Carl: Basically, they’ll pay him a bunch of money to move out. Carl’s not having it.
    • Carl grabs Tom’s megaphone and yells insults at Tom’s boss across the construction site, embarrassing Tom in front of his slick, suited-up boss
    • Then Carl tells Tom to tell his boss he can have his house. When he’s dead.
  • Scene 5

    Scene 5

    Carl the Loose Cannon

    • Carl watches TV in his living room with the shades drawn. There’s a knock at the door. It’s Russell, a roly-poly Wilderness Explorer (think Boy Scout) who wants to know if he can help Carl. Carl’s not interested.
    • Russell is undeterred, explaining that he needs his Assisting the Elderly badge to level up. He’s all about the Wilderness Explorer life and shouts their motto: “The wilderness must be explored! Ca-caw! Rawr!” It would be a lot more intimidating if he wasn’t shaped like a potato.
    • Carl makes up a story about a snipe that’s been terrorizing his yard, and Russell rushes off to find it. Carl’s got the kid out of his hair for now, at least.
    • Just then, a construction vehicle clips Carl’s mailbox. The construction worker attempts to fix it, and Carl yells at him to go away. When the well-meaning worker persists, Carl hits him with his cane, drawing blood.
    • Onlookers are shocked; Carl’s ashamed. He retreats into his house and draws the shades.
    • As a squad car pulls up, the construction boss stares Carl down. Ruh roh.
    • Cut to Carl in court. The suits are there. Double ruh roh.
    • That night, in front of his house, a police officer hands Carl a brochure for Shady Oaks and says they’ll be by to pick him up in the morning.
    • Inside, Carl comes across Ellie’s Adventure Book. He pages through it. He looks at the framed photo of Young Ellie on the mantel, then at the Shady Oaks brochure, then back at the photo again, and crosses his heart.
  • Scene 6

    Scene 6

    Up, Up, and Away!

    • Two nurses from Shady Oaks show up bright and early the next morning. Carl tells them he needs a moment—you know, to say one last goodbye to the ol’ homestead—and goes back in the house.
    • As the nurses walk back to their van, joking that Carl probably has to pee for the 80th time—hilarious, right?—thousands of balloons burst into the air from behind Carl’s house. Their force tears the house out of the ground at its roots, and then the house takes off. It lifts up into the air and sails away. It’s super-awesome.
    • Carl’s set up a command center in an upstairs room, mirroring Ellie’s pilot roost in the abandoned house where he first met her. He hangs some bed sheets and blankets out windows on each side of the house like sails, and sets his compass on top of a map of South America. Guess we know where he’s going.
    • Carl looks at the photo of Young Ellie once more and sighs contentedly. Seems like a good time to take a nap. But what’s this? There’s a knock at the door. Of a house that’s soaring through the sky.
    • It’s Russell! The poor kid’s clinging to the front porch for dear life. He found “the snipe,” and followed it under Carl’s porch.
    • After initially resisting, Carl lets his stowaway inside.
    • Russell surveys the scene inside the house. He touches Carl’s things, which pleases Carl not, and fiddles with the house’s steering.
    • Carl imagines hanging Russell out the window with a bed sheet. Russell’s unfazed; he’s on an adventure, man! Then Carl imagines dropping Russell and decides against the whole hanging-a-small-child-out-a-window plan. Good call, Carl.
    • They hit a nasty thunderstorm that throws everything into chaos, pitching the house back and forth. Russell almost roly-polys right out the front door.
    • Cut to Carl waking up, tied to all of his stuff. Russell proudly says that, after Carl conked out, Russell steered them to South America with his trusty GPS. Then he accidentally drops the GPS unit out the window. Oops.
    • Carl’s not buying the whole, “I steered us to South America” thing and cuts a few balloons loose so he can land the house and ditch Russell at a bus stop.
    • Just then, they crash into something. Carl thinks it’s a building. It’s so not a building. They’re on a rocky cliff.
    • Carl and Russell head out onto the front porch to investigate, and as the house skims along the cliff, they’re thrown off the porch. Carl grabs onto a rope hanging off of the house, and Russell grabs onto Carl. They skid to a stop just short of careening over the cliff.
    • Russell pulls Carl—and the house—back from the edge. That’s one seriously strong kid.
    • Carl and Russell have no idea where they are. It doesn’t look like the city or the jungle.
    • The clouds part, and Carl spots a massive waterfall. It’s Paradise Falls. Nice work, Russell.
    • Carl gazes at the beautiful terrain below in awe. “We made it,” he says to Ellie.
    • There’s just one problem. They’re still holding on to the house from the ground like it’s an enormous parade balloon, and neither is strong enough to climb back up into Casa de Carl.
    • Russell suggests walking the house over to the falls. That’s how he’ll get his Assisting the Elderly badge. This kid’s a real thinker.
    • Carl and Russell start walking the house over to the falls. The way Carl sees it, they’ve got three days before the balloons lose all of their helium and everything goes kaput. He promises Ellie they’ll make it. Russell’s not really listening. He found sand! Keep your head in the game, Russell.
  • Scene 7

    Scene 7

    Carl’s Traveling Animal Farm

    • Cut to a bright, colorful, ostrich-like bird racing through the jungle. It’s being chased by snarling pack of dogs. We see part of the chase from the bird’s perspective, and these puppies look fierce.
    • Just then, a loud, high-pitched sound rings out. It seems to be coming from the collars that the dogs are all decked out with. The mutts all wince in pain and then retreat. Peace out, bird.
    • Cut to Carl and Russell lugging the house. Carl’s hearing aid is bugged by the sound, too.
    • Russell’s whining. He’s tired, and he has to go to the bathroom. Carl tells him has to keep going, or the tigers will eat him. Drawing on his Zoology badge, Russell points out that there aren’t any tigers in South America, and Carl relents.
    • Russell runs off, trowel and leaves in hand. Ew.
    • After he takes care of business, Russell spots some tracks in the dirt and, thinking it’s a snipe, follows them.
    • He finds “the snipe” and lures it back to Carl with a candy bar. It’s the huge, colorful bird that was being chased by dogs.
    • Carl is shocked, and finally admits that there is no such thing as a snipe.
    • Russell names the bird Kevin and tells Carl not to be afraid of it. It may be gigantic, but it’s friendly.
    • Russell wants to keep Kevin. Carl says nope. After Carl expresses his disbelief to Ellie, Russell appeals to Ellie, and tells Carl she wants him to let Russell keep Kevin. Carl gives in. That Russell; he’s a resourceful one.
    • Carl and Russell resume walking the house to the falls, Kevin following along behind. This irritates Carl to no end. Before he finishes trying to shoo Kevin away, Carl hears someone yell, “Hey, are you okay over there?”
    • Turns out it’s a dog! That’s right, a talking dog named Dug.
    • Dug’s wearing a collar like the far more sinister looking dogs that chased Kevin earlier. His master made the collar, which communicates his thoughts into spoken English—or whatever language is selected. We onder-way if it has Pig Latin.
    • Dug explains that he’s on a special mission to find Kevin, and he has orders to take the bird back to his pack as a prisoner. But for now, he’s cool with just joining Carl’s motley crew. Dug’s not the sharpest Milk-Bone in the box, if you know what we mean.
    • Cut to the dog pack: Alpha, Beta, and Gamma. Turns out they’re tracking Carl and Russell. Alpha, the leader, makes it clear that they sent Dug on a fool’s errand: his own snipe hunt, if you will.
    • Also, Alpha’s collar is malfunctioning. His words may be menacing, but he sounds like a chipmunk.
    • Beta and Gamma worry that if their master finds out Alpha sent Dug off by himself, none of them will get doggie treats, so Alpha checks in with Dug via their collar-based video communication system. It’s like FaceTime for necks.
    • When Dug says he has Kevin, the pack can’t believe it. Then they see Russell. They race off to find Dug.
    • Cut back to Carl, Russell, Kevin, and Dug making their way toward the falls. Dug’s hanging onto Kevin’s foot, pleading with him to let Dug take him as his prisoner. Russell tells Dug to leave Kevin alone. Carl tells them all to knock it off.
    • Distracted by all of the commotion cause by his unruly companions, Carl lets his house bump into a cliff, breaking a window. He angrily lays down the law: he doesn’t want any of them following him. This is a solo mission.
    • Carl throws one of the tennis balls from the bottom of his cane off screen, and Dug excitedly chases after it. He demands some chocolate from Kevin, chucks that into the jungle, too, and Kevin rushes off. Russell, he’s stuck with.
    • Carl and Russell forge on, faster now. They cross streams and fight off bees. Finally reaching the top of a cliff, Carl takes a seat, confident that he’s lost his animal hangers-on.
    • Surprise! Dug’s back with the ball, and Kevin’s back, full of chocolate. Womp womp.
  • Scene 8

    Scene 8

    Russell’s Deadbeat Dad

    • Carl and his crew make camp for the night. It’s pouring rain.
    • Russell tries to set up their tent and sends it flying into the jungle. Then he tells Carl a secret: he may be a Wilderness Explorer, but he’s never actually been camping before. Why didn’t his dad ever take him? Because his dad—and stepmom—don’t want to have anything to do with him.
    • But wait—there’s more! Russell says his dad promised to come to the ceremony when he gets his Assisting the Elderly badge and becomes a Senior Wilderness Explorer, so maybe his pops can explain tents to him then. Right? Right?
    • Carl tells Russell to get some sleep. Before he nods off, Russell asks Carl to swear that they’ll protect Kevin, and not let Dug take him prisoner. “Cross your heart?” Russell asks. “Cross my heart,” Carl replies. Callback!
  • Scene 9

    Scene 9

    Alpha Finds the Small Mailman and The One Who Smells of Prunes

    • The next morning, Kevin’s AWOL. Turns out he’s up on top of Carl’s house, rounding up Carl’s stash of food.
    • Also? Turns out he’s a she. We hear a bird call. Dug explains that those are Kevin’s babies; she’s been gathering food for them.
    • Kevin rushes off to take care of her kids. Russell reminds Carl of his promise to protect Kevin; her babies need her. Carl says sorry; they’re on a schedule here, and they’ve already lost too much time already. Kevin’s on her own.
    • Suddenly, Alpha and the pack burst into camp. They want to know where the bird is. Dug tells them to come back tomorrow. Alpha says he’s not surprised that Dug didn’t really have Kevin as his prisoner.
    • The pack starts leading Carl and Russell back to their master, excited because he will be very happy to see that they’ve found “the small mailman” and “the one who smells of prunes.”
  • Scene 10

    Scene 10

    So That’s Where Muntz Has Been This Whole Time

    • Carl and Russell arrive at a cave, escorted by the dog pack. Who’s inside? That’s right—the dogs’ master. He spies Carl’s house and erupts into laughter. Anybody who would travel by floating house surely couldn’t be hunting after the same exotic creature that he is. Gee, who do we know that was hunting exotic creatures in South America?
    • The pack’s master emerges from the shadows and Carl I.D.s him immediately. It’s the explorer, Charles Muntz! That dude must be, like, 100 years old by now.
    • Carl is giddy. He tells Muntz that he and his wife were totally Team Muntz. Russell, meanwhile, has no idea who the heck this old guy is.
    • Muntz invites Carl and Russell to join him and his dogs on his airship, The Spirit of Adventure, and tells the pack that Carl and Russell aren’t intruders; they’re their guests. Carl parks his house next to Muntz’s dirigible and heads onboard.
    • Meanwhile, the other dogs make Dug wear the Cone of Shame for losing Kevin. Poor Dug.
    • Inside the Spirit of Adventure, while the dogs prepare dinner, Muntz takes Carl and Russell on a tour. It’s like a natural history museum in there. Artifacts and animal skeletons are everywhere.
    • Over dinner, Muntz tells Carl that he misses the States, but he can’t go back until he finds the beast he’s been hunting so he can clear his name. As Muntz shows Carl his creature-hunting paraphernalia, you can practically see the light bulb go off over Carl’s head. Muntz is hunting Kevin.
    • Russell’s not so quick on the uptake. He immediately starts talking about his new bird friend, Kevin, and how much she digs chocolate. Carl tries to get Russell to shut up about Kevin.
    • Suddenly, the tone changes. Things get sinister. Muntz starts telling Carl about the other people who have passed through there, and how they all had good stories for why they were there, like a botanist cataloguing plants.
    • As Muntz rants, he knocks sets of helmets and goggles on the ground, and we get the sense that Muntz didn’t believe these other people’s stories—and that he played a part in their disappearances.
    • We also get the idea that Muntz thinks Carl’s lying about wanting to go to Paradise Falls, and that he thinks Carl is after his prized creature.
    • Carl says it’s time for them to jet. Muntz insists that they stay. They have so much more to talk about. Yikes.
    • Just then, we hear Kevin call from outside. Carl winces. Muntz looks out the window and spies Kevin on the roof of Carl’s house. Double yikes.
    • Carl and Russell make a break for it, the dog pack hot on their trail. Dug, chillin’ in front of the airship in his Cone of Shame exile, tells them which way to run. Carl grabs the house’s tether, clips in Russell, and they’re off.
    • Kevin swoops in and Carl and Russell jump on his back. They ride him like Seabiscuit. Dug stays behind to run interference between Carl and Russell and the pack.
    • When they encounter a steep ravine, Carl grabs Dug, and then Kevin—aided by the force of the house itself—pulls them across the river below. Half of the dogs fall into the water and, fittingly, dogpaddle away. The others pups stop short of the edge and retreat.
    • Carl, Russell, Kevin, and Dug finally get a breather.
    • In the chaos, Kevin took a pretty gnarly dog bite to the leg. Her kids call out; she replies then collapses. Carl agrees to help Kevin get home. That old softie.
  • Scene 11

    Scene 11

    Muntz Nabs His Monster

    • Back on The Spirit of Adventure, the wet dog pack tells Muntz that everything was Dug’s fault. Jerks. Muntz locates Dug using the airship’s GPS.
    • Meanwhile, Carl and Russell drag the house through the jungle under the cover of night. Kevin sits on the front porch, nursing her bloodied leg.
    • Russell and Carl have a heart-to-heart. Rather, Russell talks and Carl listens.
    • The wilderness isn’t quite like what Russell expected; his dad made it sound really easy.
    • Then Russell tells Carl that his dad used to go to all of his Wilderness Explorer meetings. Afterwards, they’d get ice cream at Fentons, sit on the curb, and count the red and blue cars. “That might sound boring, but I think the boring stuff is the stuff I remember the most,” Russell says. Somebody hug this kid, STAT!
    • Suddenly, Kevin’s house comes into view. They made it! Kevin takes off for home, just as Muntz’s monstrous airship comes into view and drops a net on Kevin.
    • Muntz emerges from his airship, lantern in hand. While Carl struggles to cut Kevin free, Muntz breaks his lantern against Carl’s house, setting it ablaze.
    • Carl rushes to his burning house, and the pack carries Kevin up the ramp into Muntz’s blimp. As Carl puts the fire out, Muntz flies away.
    • Russell complains that Carl gave Kevin away, and Carl loses it. He wants nothing to do with Russell—or Dug, for that matter—and proclaims that he’s going to Paradise Falls, even if it kills him.
  • Scene 12

    Scene 12

    Carl Has a Change of Heart

    • Carl starts dragging his house toward Paradise Falls yet again. Russell follows somberly.
    • When Carl stops to double-check Ellie’s childhood drawing of the house and the falls, Russell rips off his sash full of badges and throws it on the ground. “Here,” he says, “I don’t want this anymore.”
    • Carl’s made it to Paradise Falls, but the victory is hollow. He goes inside the house and takes out Ellie’s Adventure Book. He looks through it, and when he gets to the page marked “Stuff I’m Going to Do,” he tears up.
    • Then he looks again. That section’s pages are filled with photos of him and Ellie: getting married, celebrating a birthday, feeding birds, and so on.
    • On the last page, there’s a handwritten note from Ellie: “Thanks for the adventure. Now go have a new one!” Ack! That lint’s back in our eye.
    • Carl picks up Russell’s sash and thinks for a second. He goes outside to find Russell.
    • Russell’s up in the air. He’s tied some of the remaining balloons to himself and, aided by the trusty leaf blower, he’s going to go help Kevin even if Carl won’t. Russell speeds off.
    • Carl has an idea. He lugs all of his and Ellie’s belongings out of the house, lightening the load. Suddenly, his house is airborne again! He sails after Russell.
    • Just then, there’s a knock at the door. It’s Dug!
    • Dug asks if he can stay, and Carl’s all “Heck, yeah! You’re my dog, and I’m your master!”
  • Scene 13

    Scene 13

    Russell Tries to Help, Emphasis on “Tries”

    • Cut to Muntz’s airship. Russell the DIY Rocketeer is hot on his trail.
    • Russell busts through a window on Muntz’s zeppelin only to be confronted by the dog pack.
    • They tie the kid up, and Muntz interrogates him, wanting to know where Carl is. Russell doesn’t tell him. Instead, he threatens to unleash all his wilderness explorer training. Let’s hope zoology comes in handy.
    • Carl and his house catch up to Muntz just in time to see Russell sliding down the airship’s ramp, tied to a chair. He swoops in and saves Russell from plummeting to the ground below.
    • Russell’s stoked that Carl came back for Kevin and can’t wait to help, but Carl orders him to stay in the house, which Carl and Dug tie to the airship.
    • Carl doesn’t want Russell’s help; he wants him to be safe. Aw. He does care!
    • Carl boards Muntz’s blimp, and Dug helps him find a way around the guard dogs, through an airshaft.
    • Carl and Dug find the room where Kevin’s being held prisoner just as the dog pack shows up below.
    • Alpha directs the pack to stay put in front of Kevin’s cage. Carl looks to Dug for advice; Dug helpfully gnaws on one of the tennis balls on Carl’s cane. Dogs will be dogs.
    • But wait—Dug’s given Carl an idea. Carl hops down on top of Kevin’s cage and gets the packs’ attention. He yanks a ball off his cane and taunts the dogs with it. Who wants the ball?
    • Turns out they all do. When Carl tosses the ball out into the hallway, all of the slobbering pups run after it. Carl shuts the door behind them.
    • The pack gets on the intercom system, all trying at once to tell Muntz that Carl’s got Kevin.
    • Meanwhile, Russell remains determined to help. He breaks out of Carl’s house, then falls onto the tethering cord, disconnecting the house from Muntz’s airship. Whoops.
    • While Muntz steers the airship and yells at his dogs, asking if anyone knows where Carl and Kevin are, he sees Russell slide by the window, his body pressed up against the glass, squeaking the entire way. Muntz looks like he just saw Bigfoot fly by on a hoverboard.
    • Change of plans: Muntz sends out a squadron of dogs in old-timey biplanes to shoot down Carl’s house. You know, the one that Russell’s dangling from as it flies away. The dogs fire darts at the balloons.
    • Back on the airship, Carl sneaks Kevin toward the exit. Unbeknownst to them, Muntz is right behind them. He snatches a sword from the wall and goes after Carl. One of the perks of living in a museum, we guess.
    • Dug bites Muntz in the leg. Muntz throws him through a door and closes it. Dug’s pursued by the pack.
  • Scene 14

    Scene 14

    Old Man Fight Club

    • Muntz swings and slashes at Carl, who fends off the deranged explorer with his trusty cane. Their backs crack and their joints pop.
    • When Muntz asks Carl if he has any last words, Carl spits his dentures in Muntz’s face, momentarily stunning him. There’s nothing quite like an old man fight.
    • Carl and Muntz continue thrashing around the room, and just when it looks like lights out for Carl, we cut to Dug at the helm of the airship.
    • As the dog pack closes in on him, Dug backs away, accidentally hitting the steering column with his butt. The airship lists, and Carl and Kevin escape through a window.
    • Back at the helm, Dug and the dogs fight. Dug hides behind the steering wheel; Alpha pokes his head through the spokes, yapping at Dug.
    • Dug spots the Cone of Shame resting nearby and nudges it up to the wheel. Alpha puts his head right through it, discombobulating his collar.
    • With his voice set back to Chipmunk mode and wearing the Cone of Shame, the pack laughs off Alpha’s commands to apprehend Dug.
    • Dug orders Alpha to sit, and he does. The dog pack dubs Dug their new Alpha. Dug protests for a second. He’s not Alpha, he’s Du—then he gets it. Atta boy, Dug!
    • Outside, Russell clings to the cord for dear life, dangling off of Carl’s house, as the dart-shooting dogfighters continue their assault.
    • Muntz pursues Carl and Kevin up the exterior of Muntz’s airship via ladder. Carl yells the Wilderness Explorers’ motto, or part of it anyway—the “Ca-Caw! Rawr!” part—and that sends Russell into high gear.
    • Russell climbs up the cord onto the front porch of Carl’s house and tells the dogfighting pilots that there’s a squirrel below.
    • Thoroughly distracted, the dogs crash into one another, destroying their planes, and are forced to evacuate.
    • Back on Muntz’s airship, Carl continues to fight off Muntz. He kicks Muntz down the ladder, giving him and Kevin just enough time to make it to the top of the ship. Dug pops out of an air vent, and Russell steers Carl’s house over so they can escape.
    • Just as it looks like they’re about to get away, Muntz shows up on the roof with a shotgun and starts taking out the house’s balloons. Kevin and Dug scramble inside Carl’s house, then the house starts to slide off the roof.
    • Carl chases down the house’s cord, and stops the house from sliding off the roof. He orders Russell to get out of the house and back onto Muntz’s airship, but Muntz starts shooting at the house itself. Russell hides inside with the frightened animals.
    • Just as Muntz breaks down the front door, Carl has an idea. He pulls a chocolate bar from his pocket and tells Russell to grab onto his animal pals. Then he uses the candy to lure Kevin outside.
    • Kevin busts through the living room window, Russell and Dug in tow. The cord snaps free from the house.
    • Muntz chases after Russell, Kevin, and Dug, but catches his foot on some balloon strings and stumbles. He hurtles off the airship toward the ground below. That’s going to leave a mark.
    • Carl pulls the cord back onto the airship and is relieved to find Russell, Kevin, and Dug are still holding onto the end. Carl’s house floats away.
    • Russell gives Carl his condolences over the escaped house as they watch it disappear into the clouds. “It’s just a house,” Carl says.
  • Scene 15

    Scene 15

    Russell Levels Up

    • Back at Kevin’s crib, Carl and Russell celebrate with Kevin’s kids. They all look like tiny versions of Kevin.
    • Carl and Russell say adios to Kevin and her brood, then get back in Muntz’s airship and head for home.
    • Cut to Russell’s Wilderness Lodge ceremony. Dads pin badges on their kids. Then there’s Russell. He’s on stage alone.
    • But wait—There’s Carl! “I’m here for him,” Carl says. The scout leader gives Carl the Assisting the Elderly badge that Russell earned so he can pin it on the kid. Instead, Carl awards Russell the highest honor he says he can bestow—The Ellie Badge—and pins his grape soda bottle cap on Russell’s sash.
    • Then Carl and Russell hug it out. The kid’s a Senior Wilderness Explorer now. Rock on, Russell.
    • Russell proudly holds up his badge to show his mom, who sits in the audience with Dug. As the shot widens, we see all of the dog pack is in attendance, too. They woof it up like they’re in the audience of The Arsenio Hall Show circa 1990.
    • Cut to Carl and Russell sitting on the curb in front of Fentons, eating ice cream. They count red and blue cars while The Spirit of Adventure hangs parked overhead.
    • The shot continues to pan upward into the clouds. Then the clouds dissolve and we see Carl and Ellie’s house sitting atop Paradise Falls just like in Ellie’s childhood drawing. Now how’d that get there…?
    • But wait! There’s more! We see Ellie’s Adventure Book, now renamed My NEW Adventure Book. The end credits are scrawled inside, each accompanied by snapshots of Carl, Russell, and Dug hanging out.
    • There’s Russell helping Carl cross the street, Carl and Russell chasing after Dug chasing after a squirrel, and—aw—Carl, Russell, and Dug having a picnic at Carl and Ellie’s old spot.