21 Most Memorable Movie Moments: Carl and Ellie in the Opening Sequence of Up (2009)

Writer and director Pete Docter reveals that the opening sequence could have gone a very different way, and why Pixar decided not to shy away from the dark.

by | May 28, 2019 | Comments

Watch: Director Pete Docter on the making of Up above.

In 2019, Rotten Tomatoes turns 21, and to mark the occasion we’re celebrating the 21 Most Memorable Moments from the movies over the last 21 years. In this special video series, we speak to the actors and filmmakers who made those moments happen, revealing behind-the-scenes details of how they came to be and diving deep into why they’ve stuck with us for so long. Once we’ve announced all 21, it will be up to you, the fans, to vote for which is the most memorable moment of all. In this episode of our ‘21 Most Memorable Moments’ series, Up director Pete Docter tells us how the “Carl and Ellie” sequence evolved from a jokey, slapstick tale into something that broke both hearts and ground. 


THE MOVIE: Up (2009) 98%

Pixar was on arguably the hottest streak in the history of movies leading into 2009. The 2000s saw the fabled animation studio release instant classics like Finding Nemo and The Incredibles, and increasingly mature fare like WALL-E and Ratatouille. And yet when audiences learned about Up, there was some concern the streak could be at an end: Why was the team that had given us talking toys and elastic superheroes and heartwarming Clownfish now giving us… a grumpy old man? Any concerns were quickly put aside when audiences and critics finally saw the film about a man named Carl, a boy named Russell, and a house that floats away on a mega-cloud of balloons. Up, directed by Monsters, Inc. helmer Pete Docter and released on May 29, 2009, would become another Pixar classic – it is Certified Fresh on the Tomatometer at 98%, with an Audience Score of 90% – and earn almost $300 million at the U.S. box office, the second-biggest haul for a Pixar film at that time. It was a wildly inventive tale, full of aerial battles and exotic locales and Dug, the kinda-talking dog, but a decade later it is the movie’s grounded opening moments that linger in the memory, and still draw those tears. Here, Docter talks about the moment of lift off for Up.


Carl, Russsell, and Dug in what would become Up‘s iconic image. (Photo by ©Walt Disney Co./courtesy Everett Collection)

“Man it would be fun to do something with a grouchy old man.”

“The idea for the film came from Bob Peterson, who is great collaborator that I worked with all the way through Up. He and I thought, ‘Man it would be fun to do something with a grouchy old man.’ And that’s really where the film started. That and… through Monsters, Inc., which was the first film I directed, at the end of the day I would crawl under my desk and just huddle up into a ball. And I had a lot of daydreams of just floating away, and so this idea of a house floating into the sky with balloons, coupled with the appeal and fun that Bob and I both thought we could have with a grouchy old man, that’s where the film started. And then we asked ourselves, ‘Well, why is he floating away? Where is he going? And why couldn’t he just take the train or something?’”

“There are high points and low points, difficulties and successes; we really wanted to portray the full breadth of that relationship.”

“The relationship [between Ellie and Carl] was drawn largely from both Bob Peterson’s relationship with his wife and my own relationship. There’s high points and low points, difficulties and successes, and so we really wanted to portray the full wide breadth of that relationship. [There were] two relationships in particular that we focused on. Marc Davis was one of Disney’s nine old men. He and Alice have a sort of fabled marriage and getting to know them was amazing. We got to visit their studio and talk about a little bit of their life together. And, actually, the two of them traveled to Papua, New Guinea. They went on these fantastic adventures as well as both being artists. So they were a great inspiration. [The other relationship was that of] Joe Grant, who was a guy that was head of story basically on Dumbo. He developed Fantasia, all these amazing films, was second in position down with Walt Disney in the ’30s and ’40s. And I got to know him late in his life as well and he had a wonderful relationship with his wife. So just looking around us at all these great role models and people, you realize, ‘OK, nobody’s perfect. Everybody has their bumps.’ I think that’s what makes the sequence feel a little bit more real for people.”


Pete Docter says he knew Carl had to have a reason to go on his adventure. (Photo by ©Walt Disney Co./courtesy Everett Collection)

THE MOMENT: Carl and Ellie

Over the last three decades, the animator-tormenters at Pixar have been jerking the tears from our eyes with precision. Think of Jessie’s “When Somebody Loved Me” sequence from Toy Story 2, or the moment Bing Bong fades away in Inside Out. Or the final moments of Toy Story 3. Or any of the other dozens of times the studio has turned on our waterworks. Chief among these moving moments is the opening sequence of Up, which sees Carl and Ellie “meet cute” as roughhousing kids, then court, marry, and persevere through some very dark times, ultimately living out a happy life until eventually Ellie dies, leaving Carl alone. It’s beautiful and wrenching stuff, and goes to places few expect a family movie to go (at one point, we see the couple visit a doctor and learn that they cannot have children). Docter says the sequence underwent a number of changes before taking its final form. An original slapstick-style approach was ditched, as was most of the dialogue, and the filmmakers debated just how far they could push their audience when it came to the darker side of life.


Ellie and Carl meet as kids at the beginning of the sequence. (Photo by ©Walt Disney Co./courtesy Everett Collection)

“[Originally] Carl was, in the very first bit, trying to catch a bird and Ellie came to the bird’s defense and punched him. Now Carl was out for revenge.”

“The first draft of this was showing how their relationship [started]. So we introduced the characters to each other. We saw them as kids when they first saw each other. And it became kind of a battle. In fact, Carl was, in the very first bit, trying to catch a bird and Ellie came to the bird’s defense and punched him. So now Carl was out for revenge. It became a back-and-forth of punching contests in the most unlikely places; in the middle of a Christmas pageant or taking the trash out. These very innocent scenes – the characters would surprise each other and punch each other. We thought it was hilarious, but [then] we showed it to the audience – we do a screening here at Pixar as we’re making the films, we screen them about every three months – and it just kind of went over like a lead balloon. Nobody really laughed. So we thought, ‘Well, this has to be shorter anyway because it’s taking too long to get to the main action of our film.’ As it turned out that sequence really reduced down to about four-and-a-half minutes. It’s really not too long but it also becomes the emotional bedrock on which the rest of the film relies to move forward.”

“Ronnie del Carmen, who was our head of story, came to me and said, ‘I think this would work better with no dialogue.’”

“That sequence started fully scripted. We wrote multiple short little scenes where they were finishing each other’s sentences and discussing stuff. Then as we started to storyboard it, Ronnie del Carmen, who was our head of story, came to me and said, ‘I think this would work better with no dialogue.’ And I said, ‘No, I think you’re wrong. I think we should continue with the direction we set.’ But he eventually talked me into it and boy, the further we went… We initially had sound effects and we took those out. We basically stripped it down just to music. My theory is, and it’s a somewhat crackpot theory probably, but I grew up watching Super 8 films that my parents had taken of all of us, and there’s something about stripping away some element that makes it more emotional. Similarly, I have some audio cassettes that my parents recorded of us when we were kids and you can’t see but you can hear. Something about having something lacking makes the audience have to fill in. They have to be an active participant and get involved in a way.”


Ellie and Carl as their relationship progresses in the opening sequence. (Photo by ©Walt Disney Co./courtesy Everett Collection)

“The pain and loss of that situation bonded those characters together and made you empathize more with them.”

“There’s one moment in that montage where Ellie has to go to the doctor and it’s sort of implied that they can’t have children for whatever reason. We didn’t spell it out because we didn’t feel like that was necessary. That raised some eyebrows even here at work as we were developing the film. Someone – it was an anonymous person – it must have hit too close to home and [they] got very upset. So, we did experiment with taking it out. And we thought, ‘Well, maybe [the sequence] could still work [without it] because there’s some really charming stuff.’ But the strange thing was, not only did we not feel the emotion as strongly in that one little sequence, but as we watched the rest of the film the whole film lost a little bit. I can’t really fully explain that other than to say it was a real dark, low moment for them that I think made that relationship feel more real. The sort of pain and loss of that situation bonded those characters together and made you empathize more with them.”

THE IMPACT: Life’s Complexities, Distilled

The accolades came quickly for Up. The movie became at the time only the second animated movie ever to be nominated for Best Picture at the Academy Awards (it would take home Best Animated Feature, as well as Best Original Score for Michael Giacchino, whose composition, “Married Life,” is so key to the success of the opening sequence). Just as quickly, it entered the canon of Pixar greats, right alongside Finding NemoToy StoryWall-E, and the rest. But for Docter, the real lasting legacy of Up is felt in the form of letters and fan interactions, not shiny awards, when he sees first-hand how the moving moment that he helped create has affected and helped others.

“She said it was very cathartic and that she felt as though she got to spend some time with her husband in a weird way.”

“When we start out making these films, we’re just trying to make something funny and entertaining and hopefully with a bit of heart and emotion to it. But they sometimes really tap into people’s own lives in ways that are completely unexpected. There was a woman who wrote to me who said her husband had just died and so she went to the film just needing a break from life to get away from the sorrow. As I’m reading the letter I’m thinking, ‘Oh no’ – the wife dies and so it’s mirroring her own life experience. But in the long run she said it was very cathartic and that she kind of felt as though she got to spend some time with her husband in a weird way. Even though this is a bunch of pixels on the screen and none of it actually exists. Part of what I really love [about] making animated films is that none of it exists. It’s all a big trick. And yet when done well we can really make the audience care about these characters, believe in them as though they’re real people.”

Up Premiere

Pete Docter at the Los Angeles premiere of Up in 2009. (Photo by Michael Germana/Everett Collection)

“These films are dress rehearsals for life for a lot of people.”

“These films in a way are dress rehearsals for life for a lot of people. I know when kids play house or cars or whatever, they’re kind of acting out what they’re looking [at] around them. They’re kind of trying this suit on, and I think films are a little bit the same way. It’s a way of understanding the world. We’ve had a lot of people respond, both on Up and especially on Inside Out, talking about how their autistic children really use these films in very significant ways to understand emotion, to understand interaction, relationships. I think because you can watch it over and over. This is something animation does; we try to distill down all the complexity and nuance and messiness into something clean and easy to see. It’s like a caricature. In three lines, Al Hirschfeld would do these amazing caricatures of people that looked more like them than their own face did. That’s what we’re striving to do with animation: to take all the messiness of life and make it more pure and easy to understand.”

Up was released on May 29, 2009. Buy or rent it at FandangNOW.

Like this? Subscribe to our newsletter and get more features, news, and guides in your inbox every week.


Up (2009)

Adjusted Score: 109563%
Critics Consensus: 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.
Synopsis: Carl Fredricksen (Ed Asner), a 78-year-old balloon salesman, is about to fulfill a lifelong dream. Tying thousands of balloons to... [More]
Directed By: Pete Docter, Bob Peterson

Tag Cloud

Mary poppins Toys Hollywood Foreign Press Association rt labs adventure christmas movies technology spider-verse 20th Century Fox BBC America black laika Lifetime RT History VH1 diversity Winners CBS discovery 2021 unscripted PlayStation Warner Bros. Women's History Month Disney streaming service Opinion GoT indie FOX dc dceu romance richard e. Grant The Witch HBO Go Television Critics Association Sneak Peek festivals See It Skip It Disney Channel The Purge Premiere Dates TIFF DC Universe Holidays Syfy cooking basketball composers crime thriller toy story universal monsters VOD Sci-Fi Cannes 2018 Lucasfilm Disney batman movies Quiz Sony Pictures Elton John wonder woman directors Mystery Awards Tour Tags: Comedy 72 Emmy Awards Trophy Talk Peacock IFC Films Rock golden globe awards superman ViacomCBS dreamworks YouTube Red leaderboard rom-coms Brie Larson Discovery Channel cancelled twilight Turner Lionsgate name the review child's play monster movies critic resources Certified Fresh space children's TV Year in Review slasher Horror A24 Trivia RT21 Baby Yoda royal family Image Comics stoner cats ID razzies casting Apple TV Plus President Crunchyroll 2016 talk show TCA Cartoon Network transformers Food Network films japan First Reviews binge Grammys romantic comedy Vudu Sundance TV DC streaming service french new star wars movies game show National Geographic movie Prime Video Tomatazos Teen Shondaland satire Tarantino NBA indiana jones screen actors guild Logo deadpool TCM quibi 2017 Cosplay Valentine's Day Paramount breaking bad Fox Searchlight Comic Book tv talk Stephen King comedies Pride Month political drama jamie lee curtis Reality Competition target Fargo BBC One police drama Action rt labs critics edition crime The Arrangement finale Hallmark FX Music video on demand 24 frames Sundance Now CBS All Access Song of Ice and Fire foreign psycho thriller spain Acorn TV Nickelodeon Universal video Avengers docuseries Christmas Fantasy Starz travel nature mutant mcc E3 cancelled television witnail SundanceTV Drama sequel halloween Interview stand-up comedy Election franchise Pet Sematary Best and Worst art house Classic Film free movies versus 2020 TCA Winter 2020 Biopics telelvision scary Calendar HFPA Photos festival Pacific Islander nbcuniversal LGBT Country stop motion hispanic streaming movies young adult Travel Channel popular vs. green book Tokyo Olympics San Diego Comic-Con anthology Fall TV 2015 what to watch X-Men trophy scorecard social media Amazon reboot Film Showtime parents ITV Wes Anderson Comedy Thanksgiving disaster ghosts reviews spanish Comic-Con@Home 2021 debate worst movies japanese series Endgame women MCU TV dark GLAAD Musical sports USA Network Emmy Nominations suspense ABC Family Animation The Academy king arthur CW Seed trailers Oscars Martial Arts posters legend Musicals halloween tv Hulu Star Trek venice Adult Swim 71st Emmy Awards FXX 4/20 Black Mirror award winner comic book movie Captain marvel mob kaiju adaptation Rom-Com OWN all-time Apple golden globes high school comic book movies Emmys 78th Annual Golden Globe Awards die hard SDCC black comedy Britbox DC Comics Ellie Kemper Pop TV Marathons Rocky live event Creative Arts Emmys sopranos Marvel marvel comics new york TruTV Character Guide 1990s independent feel good blaxploitation strong female leads Comics on TV Exclusive Video science fiction History television canceled lord of the rings genre true crime PBS ESPN comic books obituary Alien DGA CMT TCA 2017 Sundance james bond crossover documentaries asian-american PaleyFest 99% robots Instagram Live APB dexter spider-man VICE Spring TV E! Television Academy olympics ratings zombies toronto cults renewed TV shows Dark Horse Comics Binge Guide cinemax Superheroes MSNBC concert Nat Geo serial killer archives fresh Fox News hist Mindy Kaling DirecTV MTV 21st Century Fox Disney Plus 73rd Emmy Awards justice league Podcast book adaptation revenge GIFs Marvel Television Hallmark Christmas movies dramedy Schedule harry potter kids cars italian Amazon Studios live action El Rey ABC TNT HBO Max Winter TV comic international Bravo BBC 79th Golden Globes Awards Awards Netflix Legendary new zealand blockbusters Mudbound Amazon Prime TLC 2019 remakes Ovation BAFTA HBO saw worst Box Office SXSW 45 adenture aliens Countdown Set visit doctor who hidden camera mission: impossible spy thriller psychological thriller ABC Signature australia Netflix Christmas movies Academy Awards zero dark thirty USA Esquire Shudder YouTube Premium scary movies Extras IFC Tumblr New York Comic Con Star Wars spanish language war miniseries elevated horror know your critic superhero canceled TV shows The Walking Dead spinoff classics 93rd Oscars Comedy Central Pirates dogs NBC WarnerMedia Red Carpet chucky prank Pixar Paramount Plus Hear Us Out book Reality Columbia Pictures crime drama The CW emmy awards action-comedy Masterpiece screenings theme song rotten Heroines Western natural history boxing rt archives BET godzilla Kids & Family best scene in color cancelled TV series teaser jurassic park nfl Neflix sequels Writers Guild of America comics sitcom Polls and Games south america aapi Freeform based on movie Super Bowl streaming Black History Month Marvel Studios game of thrones kong latino American Society of Cinematographers fast and furious FX on Hulu gangster Holiday period drama IMDb TV slashers Superheroe Disney+ Disney Plus comiccon Nominations cartoon YA Ghostbusters rotten movies we love OneApp Unbreakable Kimmy Schmidt vampires dragons animated Anna Paquin AMC Plus politics First Look The Walt Disney Company zombie critics Chernobyl Rocketman Summer news facebook Lifetime Christmas movies Crackle 90s BET Awards Epix LGBTQ biography a nightmare on elm street football Video Games Funimation king kong supernatural singing competition NYCC Pop cops Mary Poppins Returns sag awards YouTube TV One Infographic TV renewals Universal Pictures Tubi marvel cinematic universe documentary historical drama docudrama TV Land hollywood 007 Trailer TBS pirates of the caribbean A&E Spike Film Festival AMC mockumentary Paramount Network werewolf Turner Classic Movies Walt Disney Pictures anime Arrowverse TCA Awards Spectrum Originals Broadway boxoffice TV movies hispanic heritage month heist movie WGN Watching Series cancelled TV shows Mary Tyler Moore CNN Apple TV+ criterion biopic Family joker blockbuster Chilling Adventures of Sabrina medical drama Amazon Prime Video