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.

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Up (2009)

Adjusted Score: 110100%
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

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