The Internet Movie Script Database (IMSDb)


The web's largest
movie script resource!

Search IMSDb

Alphabetical
# A B C D E F G H
I J K L M N O P Q
R S T U V W X Y Z

Genre
Action Adventure Animation
Comedy Crime Drama
Family Fantasy Film-Noir
Horror Musical Mystery
Romance Sci-Fi Short
Thriller War Western

Sponsor

TV Transcripts
Futurama
Seinfeld
South Park
Stargate SG-1
Lost
The 4400

Movie Software
DVD ripper software offer
Rip from DVD
Rip Blu-Ray

Latest Comments
Harry Potter and the Half-Blood Prince10/10
Fury7/10
Bodyguard10/10
Silver Linings Playbook9/10
Alien: Resurrection3/10

Movie Chat



ALL SCRIPTS


 
          

                                       UP

          
                                   Written by
          
                   Pete Docter, Bob Peterson & Thomas McCarthy
          

          

                                                                   1.

          
          A 1930's NEWSREEL.

          

                              NEWSREEL ANNOUNCER (V.O.)
                    "Movietown News" presents...
                    Spotlight on Adventure!

          The mysterious SOUTH AMERICAN JUNGLE. A massive waterfall
          cascades down a gigantic, flat-topped mountain.

          

                              NEWSREEL ANNOUNCER (V.O.)
                    What you are now witnessing is
                    footage never before seen by
                    civilized humanity: a lost world in
                    South America! Lurking in the
                    shadow of majestic Paradise Falls,
                    it sports plants and animals
                    undiscovered by science. Who would
                    dare set foot on this inhospitable
                    summit?

          
          A painted portrait of a dashing young adventurer.

          

                              NEWSREEL ANNOUNCER (V.O.)
                    Why, our subject today: Charles
                    Muntz!

          A massive DIRIGIBLE descends on an airfield.

          

                              NEWSREEL ANNOUNCER (V.O.)
                    The beloved explorer lands his
                    dirigible, the "Spirit of
                    Adventure," in New Hampshire this
                    week, completing a year long
                    expedition to the lost world!

          

          

          INT. MOVIE THEATRE - CONTINUOUS

          Of everyone watching in the modest, small town theater, no
          one is more enthralled than 8 year old CARL FREDRICKSEN.

          

                              NEWSREEL ANNOUNCER (O.S.)
                    This lighter-than-air craft was
                    designed by Muntz himself, and is
                    longer than 22 Prohibition paddy-
                    wagons placed end to end.

          Young Carl stares, mouth agape, wearing leather flight helmet
          and goggles -- just like his idol on the silver screen.

          

                              NEWSREEL ANNOUNCER (V.O.)
                    And here comes the adventurer now!

          

                                                                     2.

          

          
          NEWSREEL FOOTAGE: the dashing Muntz descends down the
          gangplank to the delight of the crowd. His dogs trail him.

          

                              NEWSREEL ANNOUNCER (V.O.)
                    Never apart from his faithful dogs,
                    Muntz conceived the craft for
                    canine comfort! It's a veritable
                    floating palace in the sky...

          
          An opulent dining room.

                              NEWSREEL ANNOUNCER (V.O.)
                    ...complete with doggie bath and
                    mechanical canine walker.

          
          One dog runs suffers through mechanized bath time, while a
          second wears an electrode helmet and runs on a treadmill.

                              NEWSREEL ANNOUNCER (V.O.)
                    And Jiminy Cricket, do the locals
                    consider Muntz the bee's knees!
                    And how!

          
          Cameras flash as Muntz stands heroic, striking his signature
          "thumbs up" stance.

                              MUNTZ
                    "Adventure is out there!"

          In the theater, Young Carl returns the thumbs up.

                               NEWSREEL ANNOUNCER (V.O.)
                    But what has Muntz brought back
                    this time?

          
          Muntz speaks to a crowded auditorium, on stage beside a
          curtained object.

                              MUNTZ
                    Gentlemen, I give you: the Monster
                    of Paradise Falls!

          He pulls away the drape to reveal a GIANT BIRD SKELETON.

          

                              CROWD
                    Ooh!
          Young Carl leans forward, eyes bulging.

          

                              NEWSREEL ANNOUNCER (V.O.)
                    And golly, what a swell monster
                    this is. But what's this?

          Skeptical scientists analyze the bones.

          

                                                                        3.

          

          

                              NEWSREEL ANNOUNCER (V.O.)
                    Scientists cry foul! The National
                    Explorers Society accuses Muntz of
                    fabricating the skeleton!

          

                                 YOUNG CARL
                    No!

          
          Muntz's portrait is removed from a wall of paintings of other
          famous explorers.

                              NEWSREEL ANNOUNCER (V.O.)
                    The organization strips Muntz of
                    his membership.

          
          Muntz's "Explorer's Society" badge is ceremoniously RIPPED
          from his jacket.
          Carl GASPS.

          
          Muntz stands next to his dirigible at an airfield.       He grimly
          addresses the crowd.

          

                              NEWSREEL ANNOUNCER (V.O.)
                    Humiliated, Muntz vows a return to
                    Paradise Falls and promises to
                    capture the beast... alive!

          

                              MUNTZ
                    I promise to capture the beast...
                    alive!

          
          In the theater, young Carl smiles.

                              MUNTZ
                    And I will not come back until I do!
          The crowd CHEERS.

          
          Muntz gives his thumbs up from the cockpit as the dirigible
          lifts off.

                                 NEWSREEL ANNOUNCER (V.O.)
                    And so the    explorer is off to clear
                    his name.     Bon voyage Charles
                    Muntz, and    good luck capturing the
                    Monster of    Paradise Falls!
          Carl looks like he just witnessed a miracle.

          

                                                             DISSOLVE TO:

          

                                                                    4.

          

          

          

          EXT. SMALL TOWN NEIGHBORHOOD, 1930'S - DAY - CONTINUOUS


          
          Young Carl "flies" his blue balloon ("The Spirit of
          Adventure" hand-written on it) as he runs along the sidewalk.
          He still wears helmet and goggles.

          TITLE CARD: WALT DISNEY PICTURES PRESENTS

          

                              NEWSREEL ANNOUNCER (V.O.)
                    Here's Charles Muntz piloting his
                    famous dirigible!!

          

          TITLE CARD: A PIXAR ANIMATION STUDIOS FILM

                              NEWSREEL ANNOUNCER (V.O.)
                    He hurdles Pike's Peak!

          
          Carl jumps over a small rock.

                              NEWSREEL ANNOUNCER (V.O.)
                    He hurdles the Grand Canyon!

          
          Carl jumps over a crack in the sidewalk.

                              NEWSREEL ANNOUNCER (V.O.)
                    He hurdles Mount Everest!

          
          Carl jumps over a tree stump... and smacks into it instead.

                              NEWSREEL ANNOUNCER (V.O.)
                    He... goes around Mount Everest!
                    Is there nothing he cannot do?

          

          TITLE CARD:   UP

          

                              NEWSREEL ANNOUNCER (V.O.)
                    Yes, as Muntz himself says:
                    "Adventure is--"

          

                              GIRL'S VOICE (O.S.)
                    "Adventure is out there!"
          Carl stops.   Who said that?

          
          The voice comes from a dilapidated HOUSE, windows boarded up
          and lawn overgrown with weeds.
          The weather vane atop the house turns, pulled by ropes.

          

                              GIRL'S VOICE (O.S.)
                    Look out! Mount Rushmore! Hard to
                    starboard. Must get the Spirit of
                    Adventure over Mount Rushmore...

          

                                                                       5.

          

          
          Carl walks toward the voice.

          

                              GIRL'S VOICE (O.S.)
                    Hold together old girl. How're my
                    dogs doing? Ruff ruff!

          

          INT. DILAPIDATED HOUSE, HALLWAY - CONTINUOUS


          
          Carl squeezes through the broken door into the foyer.   He
          follows the voice toward the living room.

          

                              GIRL'S VOICE (O.S.)
                    All engines ahead full! Let's take
                    her up to 26,000 feet! Rudders
                    eighteen degrees towards the south.

          

          INT. DILAPIDATED HOUSE, LIVING ROOM - CONTINUOUS


          
          Carl rounds the corner to see...

          
          ELLIE, an eight year old girl, her mussy red hair barely
          visible beneath her flight helmet and goggles. Bare footed,
          her overalls are patched and dirty.
          The old house has been transformed into a make-believe
          dirigible cockpit. Ellie steers, the wheel made from a rusty
          old bicycle.

          

                              YOUNG ELLIE
                    It's a beautiful day, winds out of
                    the east at ten knots.
                    Visibility... unlimited.
                        (yells a command)
                    Enter the weather in the logbook!
          The navigator (her hamster) skitters in its cage.

          
          Ellie uses two tied-together Coke bottles as binoculars.

          

                              YOUNG ELLIE
                    Oh! There's something down there!
                    I will bring it back for science.
                    Awwww, it's a puppy!

          
          Carl is distracted by the Muntz newspaper clippings taped to
          the wall.

          

                               YOUNG ELLIE (O.S.)
                    No time!   A storm! Lightning! Hail!
          Ellie pops up in front of Carl.

          

                                                                    6.

          

          

                              YOUNG ELLIE
                    What are you doing!?!

          
          Carl screams. He lets go of his balloon. It floats through
          a broken part of the ceiling and disappears.
          Ellie circles Carl accusingly.

          

                              YOUNG ELLIE
                    Don't you know this is an exclusive
                    club? Only explorers get in here.
                    Not just any kid off the street
                    with a helmet and a pair of
                    goggles. Do you think you got what
                    it takes? Well, do you?!?

          
          Carl FUMPHERS.

                              YOUNG ELLIE
                    Alright, you're in. Welcome aboard.
          She offers her hand.   Carl looks down, embarrassed.

          

                              YOUNG ELLIE
                    What's wrong? Can't you talk?
          Carl is frozen.   Ellie softens.

          

                              YOUNG ELLIE
                    Hey, I don't bite.
          She takes off her helmet.   Her hair frizzes out in all
          directions.
          She removes a homemade GRAPE SODA CAP pin from her shirt and
          pins it on Carl.

                              YOUNG ELLIE
                    You and me, we're in a club now.

          
          Carl smiles.

                              YOUNG ELLIE
                    I saw where your balloon went.
                    Come on, let's go get it!

          
          Carl watches her stride out of the room.   She pops back in.

                              YOUNG ELLIE
                    My name's Ellie.

          
          She grabs his hand.
          Carl blushes as she pulls him out of the room.

          

                                                                     7.

          

          

          

          INT. DILAPIDATED HOUSE, UPSTAIRS


          

                                 YOUNG ELLIE
                       There it is.

          
          Carl and Ellie look across the attic at the balloon. Between
          them the floor has collapsed, save one rickety beam. Carl GULPS.

          

                                 YOUNG ELLIE
                       Well, go ahead.
          She pushes him out onto the beam.

                                    YOUNG ELLIE
                       Go on.

          
          Carl steels his courage. He puts on his goggles, starts
          forward... and FALLS through the floor.

                                                            CUT TO:

          

          

          EXT. SMALL TOWN NEIGHBORHOOD STREET - DAY

          Ambulance.    SIREN blaring.

          

          

          EXT. CARL'S HOUSE - NIGHT

          One lone light on upstairs.

          

          

          INT. CARL'S ROOM

          Carl in bed, reading a book by flashlight, his arm in a CAST.

          
          Into the room floats Carl's lost BLUE BALLOON.
          Carl jumps and CALLS OUT in fright.

          

                                    YOUNG CARL
                              (re: arm)
                       Ow!

          
          A head pops up from outside the open window.

          

                                    YOUNG ELLIE
                       Hey kid!!

          
          Carl SCREAMS, hitting himself in the face with the cast.

          

                                    YOUNG CARL
                       Ow!!

          

                                                                    8.

          

          
          Ellie climbs in the window.

          

                                 YOUNG ELLIE
                       Thought you might need a little
                       cheerin' up. I got somethin' to
                       show ya!

          

          INT. CARL'S ROOM - MOMENTS LATER


          
          The two hunker under a blanket tent with a flashlight.   Ellie
          whispers, as if to protect a National Secret.

          

                                 YOUNG ELLIE
                       I am about to let you see something
                       I have never shown to another human
                       being. Ever. In my life.
          Carl's eyes widen in alarm.

                                 YOUNG ELLIE
                       You'll have to swear you will not
                       tell anyone.
          Carl nods.

          

                                 YOUNG ELLIE
                       Cross your heart. Do it!
          Carl crosses.    Ellie unveils...

          

                                 YOUNG ELLIE
                       My Adventure Book!
          It's a reused photo album with the words "My Adventure Book"
          written across it. She opens it to a photo of Charles Muntz.

                                 YOUNG ELLIE
                       You know him.
          Carl smiles excitedly.

                                 YOUNG ELLIE
                       Charles Muntz, explorer. When I get
                       big, I'm going where he's going:
                       South America.
          She turns the page to a map.

          

                                 YOUNG ELLIE
                       It's like America... but south.
                       Wanna know where I'm gonna live?

          

                                                                   9.

          

          
          She turns to an engraving of a large waterfall. A small hand-
          drawn picture of Ellie's clubhouse is glued to the top.

          

                                 YOUNG ELLIE
                           (reading caption)
                       "Paradise Falls, a land lost in
                       time." I ripped this right out of
                       a library book.

          
          Carl GASPS in horror.

                                 YOUNG ELLIE
                       I'm gonna move my clubhouse there,
                       and park it right next to the
                       falls. Who knows what lives up
                       there? And once I get there...

          
          She flips through her book, revealing a page marked, "STUFF
          I'M GOING TO DO." Past that, the pages are blank.

          

                                 YOUNG ELLIE
                       Well, I'm saving these pages for
                       all the adventures I'm gonna have.
                       Only... I just don't know how I'm
                       gonna get to Paradise Falls.
          Ellie closes the book, disappointed.

          
          Carl has a thought.    He looks at his toy dirigible.

          

                                 YOUNG ELLIE
                       That's it! You can take us there
                       in a blimp! Swear you'll take us.
                       Cross your heart! Cross it! Cross
                       your heart.

          
          Carl does.

                                 YOUNG ELLIE
                       Good. You promised. No backing out.

          
          Carl shakes his head "no."

                                 YOUNG ELLIE
                       Well, see you tomorrow kid!   Bye.

          
          Ellie hops up and jumps out the window.

                                YOUNG ELLIE
                       "Adventure is out there!!"

          
          She pops back in.

          

                                                                    10.

          

          

                              YOUNG ELLIE
                    You know, you don't talk very much.
                    I like you.

          
          Carl looks out the window after her in amazement.   He rests
          his head on his balloon.

          

                              YOUNG CARL
                    Wow.

          
          The balloon pops.

          

                                                              CUT TO:

          

          INT. CHURCH - DAY


          
          FLASH! A photo is taken of the wedding couple: Carl and
          Ellie, now 19. She jumps at him and gives him a big kiss.

          
          Ellie's side of the church erupts like wild frontiersmen.     A
          gun shot is fired in the air.

          
          Carl's side, rigid puritans in black, clap politely.

          

          EXT. DILAPIDATED HOUSE - DAY


          
          Carl carries her past a "SOLD" sign.   It's the same house
          where they met as kids.

          

          

          EXT. CARL AND ELLIE'S HOUSE - DAY

          Still in their wedding clothes: She saws as he hammers.

          

          INT. CARL AND ELLIE'S HOUSE, LIVING ROOM - DAY


          
          They push two chairs into place side by side in the living room.

          

          EXT. CARL AND ELLIE'S HOUSE - DAY


          
          Ellie finishes painting "Carl & Ellie" on their MAILBOX.
          Carl leans in to admire her work but leaves a messy paint
          handprint on the mailbox! Oh well; Ellie adds her handprint
          as well. They smile.

          

          

          EXT. CARL AND ELLIE'S HOUSE - DAY

          Their house now matches Ellie's colorful CLUB HOUSE DRAWING
          from her childhood Adventure Book.

          

                                                                   11.

          

          

          

          EXT. RURAL HILLSIDE - DAY


          
          They run up a hillside together.

          
          They lie side by side on a picnic blanket. She describes the
          clouds. He watches as a cloud transforms into a turtle.

          
          Carl closes his eyes and smiles.   He's lucky to be with her.

          

          EXT. ZOO - DAY


          
          Ellie emerges from the South America House, dressed in her
          Zookeeper's uniform.

          
          Carl shows off his new BALLOON CART and uniform. Behind him
          the balloons lift his cart off the ground. Carl jumps to
          catch it. She giggles.

          

          INT. CARL AND ELLIE'S HOUSE, LIVING ROOM - DAY


          
          Carl and Ellie sit side by side in their chairs, reading.
          Without looking up from their books, they hold hands.

          

          EXT. RURAL HILLSIDE - DAY


          
          Again at their picnic spot, they watch clouds. Ellie sees an
          elephant with wings. Carl gives it a try and points out a
          BABY. Ellie lights up, excited. She sees ALL the clouds as
          babies! Carl is stunned... but smiles.

          

          

          INT. CARL AND ELLIE'S HOUSE, BABY ROOM - DAY


          
          Ellie finishes painting a wall mural of a stork carrying a
          bundle in its beak. Carl hangs a mobile above the crib.

          

          

          INT. DOCTOR'S OFFICE - AFTERNOON

          Carl touches Ellie's shoulder as the doctor explains.   Ellie
          drops her head in her hands.

          

          

          EXT. CARL AND ELLIE'S HOUSE, LIVING ROOM - AFTERNOON

          Carl looks out the window.   Ellie sits alone under a tree,
          the wind in her hair.

          

                                                                    12.

          

          

          

          EXT. CARL AND ELLIE'S HOUSE, YARD - AFTERNOON


          
          Carl joins Ellie.   He hands her the Adventure Book. She smiles.

          

          INT. CARL AND ELLIE'S HOUSE, LIVING ROOM - AFTERNOON


          
          Ellie paints a MURAL of their house atop Paradise Falls over
          the mantle. Carl organizes a compass, map, binoculars, and
          native bird figurine beneath the painting. It's their shrine
          to Adventure.

          

          INT. CARL AND ELLIE'S HOUSE, LIVING ROOM - AFTERNOON


          
          Carl sets A JAR on a table, "PARADISE FALLS" written on it.
          Ellie drops in a few coins. She looks at Carl and crosses
          her heart. Carl crosses his.

          

          A SERIES OF SHOTS

          
          The jar slowly fills as Carl and Ellie toss in spare change.
          Their car blows a tire.
          The two stand by the jar, reluctant.   Carl BREAKS the jar.

          
          New tire.

          
          Carl in the hospital with a broken leg.

          
          Breaking jar.
          A storm rages.   A tree falls, crushing the roof.

          
          Breaking jar.

          

          INT. CARL AND ELLIE'S HOUSE, FRONT HALL - MORNING


          
          Carl struggles to tie his tie.   Ellie helps.   They walk out
          the front door arm in arm.

          

          

          INT. CARL AND ELLIE'S HOUSE, FRONT HALL - 3 YEARS LATER

          Ellie struggles to tie Carl's tie as they rush out the door.

          
          A SERIES OF SHOTS as Ellie straightens Carl's ties.    Stylish
          1950's ties. Wide 60's ties. Paisley 70's ties.

          

                                                                      13.

          

          

          

          INT. CARL AND ELLIE'S HOUSE, FRONT HALL - 30 YEARS LATER


          
          Older Carl and Ellie smile at themselves in the hall mirror.

          

          EXT. ZOO - DAY


          
          Carl in his 60's. They still work happily side by side at
          the zoo. Carl's cart lifts off the ground. He casually
          leans an elbow on it.

          

          INT. CARL AND ELLIE'S HOUSE, LIVING ROOM - NIGHT

          Carl and Ellie dance in the evening candlelight. The
          PARADISE FALLS JAR sits off to the side, now dusty and
          forgotten.

          

          INT. CARL AND ELLIE'S HOUSE, LIVING ROOM WINDOW - AFTERNOON

          Carl cleans the inside of the window.    Ellie cleans the
          outside.

          

          INT. CARL'S HOUSE, LIVING ROOM - AFTERNOON


          
          Carl vacuums the Adventure Shrine on the mantle. Carl smiles
          at a photo of Ellie as a child, wearing her flight helmet and
          goggles. He looks up at the mural of their house at Paradise
          Falls. His smile fades.

          
          Behind him, Ellie sweeps the floor.    Their dream has gone
          unfulfilled.

          
          Carl has an idea.

          

          EXT. TRAVEL AGENCY - DAY


          
          Carl buys two tickets to South America.

          

          EXT. RURAL HILLSIDE - AFTERNOON


          
          Carl hurries excitedly up picnic hill.    He hides the airline
          tickets in his basket.
          Behind him, Ellie falters and falls.    She tries to get up but
          falls again. Something is wrong.

          
          He runs to her.

          

                                                                    14.

          

          

          

          INT. HOSPITAL ROOM - DAY


          
          Ellie lies in a hospital bed.    She looks through her

          ADVENTURE BOOK.

          
          A BLUE BALLOON floats in to the room.

          
          Carl stands at the door.   He smiles and walks to her bedside.

          
          Ellie pushes her Adventure Book toward him.    She weakly pats
          his cheek and adjusts his tie.

          
          He kisses her on the forehead.

          

          INT. CHURCH - AFTERNOON


          
          Carl sits alone, next to a huge bouquet of balloons.

          

          EXT. CARL AND ELLIE'S HOUSE - DUSK


          
          Carl walks into the house, holding a single blue balloon.

                                                        FADE TO BLACK.

          

          

          INT. CARL'S BEDROOM - MORNING - SEVERAL YEARS LATER

          An ALARM CLOCK BUZZES.    An aged hand shuts it off and picks
          up the nearby glasses.

          
          CARL sits alone in his double bed.   He rubs his face. GRUNTS.
          He gets out of bed, STRETCHING, GRUNTING and CRACKING BONES.

          
          He grabs his cane, with four tennis balls stuck to the bottom
          spokes.

          

          

          INT. CARL'S STAIRCASE - LATER

          Now dressed, Carl rides his ELDERLY ASSISTANCE CHAIR down the
          staircase. This takes a LONG, LONG time.

          
          Three quarters of the way down, the chair stops.    He bangs
          the armrest and the chair restarts.

          

          INT. CARL'S KITCHEN - LATER


          
          Carl eats breakfast by himself.

          

                                                                      15.

          

          

          

          INT. CARL'S LIVING ROOM WINDOW - LATER


          
          Carl cleans the window with a cloth.    His lonely reflection
          stares back at him.

          

          INT. CARL'S LIVING ROOM - LATER


          
          Carl dusts the mantle and Shrine to Adventure.

          

          

          INT. CARL'S HOUSE, FRONT HALL - LATER

          Carl looks in the hall mirror. He puts on his hat and
          considers his reflection. He straightens his GRAPE SODA PIN.

          

          

          EXT. CARL'S HOUSE, PORCH - CONTINUOUS

          Many LOCKS are heard unlocking from inside.
          The door opens, but bangs against the safety chain.      Carl
          GRUMBLES in frustration.
          Carl opens the door, walks out onto his porch, pulls the door
          shut, and looks as if he's about to go somewhere.

          
          He sits in his porch chair.

          

          EXT. CARL'S NEIGHBORHOOD - CONTINUOUS


          
          Carl's house is the lone surviving square on the block not
          under construction. Machinery and workers circle busily.
          High rise buildings are being erected all around.

          

          EXT. CARL'S HOUSE, PORCH - MORNING


          
          Carl looks at the activity around him.

          

                              CARL
                    Quite a sight, huh Ellie?
                        (noticing mailbox)
                    Uhp, mail's here.

          
          Carl walks to the mailbox.    He touches Ellie's faded
          HANDPRINT and smiles.

          
          He looks through the mail.

          
          He sees a SHADY OAKS RETIREMENT VILLAGE pamphlet full of
          images of happy old people. Carl scoffs.

          

                                                                   16.

          

          

                              CARL
                    Shady Oaks Retirement.    Oh brother.

          
          Carl notices DUST on his mailbox.

          

                              CARL
                    Hm.

          
          He pulls up a LEAF BLOWER.   He revs it and blasts off the dust.

          
          TOM, the CONSTRUCTION FOREMAN, notices.

          

                              CONSTRUCTION FOREMAN TOM
                    Hey! `Morning, Mr. Fredricksen!
                    Need any help there?

          

                              CARL
                    No. Yes. Tell your boss over there
                    that you boys are ruining our house.

          
          He points across the lot to a business man in a suit talking
          on a cell phone - the REAL ESTATE DEVELOPER.

          

                              CONSTRUCTION FOREMAN TOM
                    Well just to let you know, my boss
                    would be happy to take this old
                    place off your hands, and for
                    double his last offer. Whaddya say
                    to that?
          The leaf blower blasts off his hat.

          

                              CONSTRUCTION FOREMAN TOM
                    Uh, I take that as a no, then.

                              CARL
                    I believe I made my position to
                    your boss quite clear.

                              CONSTRUCTION FOREMAN TOM
                    You poured prune juice in his gas tank.

          

                              CARL
                    Oh yeah, that was good. Here, let
                    me talk to him.

          
          Tom hands Carl his MEGAPHONE.

          

                              CARL
                        (in megaphone)
                    You in the suit. Yes, you.      Take a
                    bath, hippy!

          
          Tom grabs the megaphone.

          

                                                                  17.

          

          

                              CONSTRUCTION FOREMAN TOM
                        (to Boss, re Carl)
                    I am not with him!
                        (to Carl)
                    This is serious. He's out to get
                    your house!

          
          Carl walks to his front door.

          

                              CARL
                    Tell your boss he can have our house.

          

                                 CONSTRUCTION FOREMAN TOM
                    Really?

          

                              CARL
                    When I'm dead!
          Carl SLAMS the door.

                              CONSTRUCTION FOREMAN TOM
                    I'll take that as a maybe!

          

          INT. CARL'S LIVING ROOM - DAY - LATER


          
          Carl sits in his chair watching TV.

          
          A KNOCK at the door.

          

          EXT. CARL'S HOUSE, PORCH - DAY


          
          The door opens.
          A Wilderness Explorer stands, reading from a Wilderness
          Explorer Manual. He is in uniform, complete with sash,
          neckerchief, hat, and an enormous backpack stuffed with every
          piece of equipment there is. This is RUSSELL, age 8.
          Russell, nose buried in his MANUAL, reads to Carl.

                              RUSSELL
                    "Good afternoon. My name is
                    Russell. And I am a Wilderness
                    Explorer in Tribe 54, Sweatlodge
                    12. Are you in need of any
                    assistance today, sir?"

          
          As he finishes the script, Russell smiles up at Carl.

          

                                 CARL
                    No.

          

                                                                   18.

          

          

                              RUSSELL
                    I could help you cross the street.

          

                               CARL
                    No.

                              RUSSELL
                    I could help you cross your yard.

          

                               CARL
                    No.

          

                              RUSSELL
                    I could help you cross your... porch?

          

                               CARL
                    No.

                               RUSSELL
                    Well, I gotta help you cross
                    something.

          

                               CARL
                    Uh, no.   I'm doing fine.

          
          Carl closes the door in Russell's face.

          

          INT. CARL'S HOUSE, FRONT HALL - CONTINUOUS


          
          Carl listens through the door. Is the kid gone?   He opens it.

          

                              RUSSELL
                    "Good afternoon. My name is
                    Russell."

          

                              CARL
                    Uh... kid...

          

                              RUSSELL
                    "And I am a Wilderness Explorer in
                    Tribe 54, Sweatlodge 12."

                               CARL
                    Kid.   KID!!

          
          Russell stops... but goes back to reading.

                              RUSSELL
                    "Are you in need of any assistance
                    today Sir?"

                              CARL
                    Thank you, but I don't need any help!

          

                                                                     19.

          

          
          Carl swings the door shut, but a small camping boot stops it.

          

                                 RUSSELL
                    Ow.

          
          Carl opens the door.    Russell stands at attention.

          

                              CARL

                        (RESIGNED)
                    Proceed.

                              RUSSELL
                    "Good afternoon. My-"

                              CARL
                    But skip to the end!

          
          Russell points to his SASH. It is covered with badges except
          for one glaringly empty space.

          

                              RUSSELL
                    See these? These are my Wilderness
                    Explorer badges. You may notice
                    one is missing. It's my Assisting
                    the Elderly badge. If I get it I
                    will become a Senior Wilderness
                    Explorer!
          Russell makes the Explorer Sign: his thumbs form a "W", his
          fingers the "wings" of a bird, then the "claws" of a bear.

          

                              RUSSELL
                    "The wilderness must be explored!

                    CAW-CAW! RAAAR!"

          
          This sets Carl's hearing aid off. Carl GRUMBLES in pain.

                              RUSSELL
                    It's gonna be great! There's a big
                    ceremony, and all the dads come,
                    and they pin on our badges...

                              CARL
                    So you want to assist an old
                    person?

          

                              RUSSELL
                    Yep! Then I will be a Senior
                    Wilderness Explorer!
          Carl leans in close to Russell.

          

                                                                  20.

          

          

                              CARL

                        (CONSPIRATORIALLY)
                    You ever heard of a snipe?

          

                               RUSSELL
                    Snipe?

          

                              CARL
                    Bird. Beady eyes. Every night it
                    sneaks in my yard and gobbles my
                    poor azaleas. I'm elderly and
                    infirm. I can't catch it. If only
                    someone could help me...

                               RUSSELL
                    Me! Me!   I'll do it!

          

                              CARL
                    Oh, I don't know, it's awfully
                    crafty. You'd have to clap your
                    hands three times to lure it in.

          

                              RUSSELL
                    I'll find it, Mr. Fredricksen!

          

                              CARL
                    I think its burrow is two blocks
                    down. If you go past --

                              RUSSELL
                    Two blocks down! Got it!

          
          Russell runs down the block clapping and calling.

                              RUSSELL
                    Sniiiipe! Here Snipey Snipey...

                              CARL
                        (calls after Russell)
                    Bring it back here when you find
                    it!
          Carl rolls his eyes and begins to close his door.

          
          He stops short.

          
          A large truck is backing up, getting dangerously close to

          ELLIE'S MAILBOX.

          

                              CONSTRUCTION WORKER STEVE
                    Okay, keep her coming... And...
                    stop. Stop! STOP!!
          The truck hits Ellie's mailbox, crushing the front.

          

                                                                      21.

          

          
          Carl is shocked.   He runs to the box.

          

                              CARL
                    What? Hey! Hey you!         What do you
                    think you're doing?

                              CONSTRUCTION WORKER STEVE
                    I am so sorry, sir...

          
          The worker bangs on the mailbox, trying to fix it.

                              CARL
                    Don't touch that!

                              CONSTRUCTION WORKER STEVE
                    No no, let me take care of that for you.

          
          Carl grabs the mailbox, trying to wrestle it from the worker.

                              CARL

                        (STRUGGLING)
                    Get away from our mailbox!

          

                              CONSTRUCTION WORKER STEVE
                    Hey sir, I...

                              CARL
                    I don't want you to touch it!
          Carl HITS the worker with his cane.      He falls to the sidewalk.
          The worker rubs his head.    Blood.

          
          Carl backs up toward his door, cradling his mailbox.     What
          has he done?

          
          Passerbys stare.
          Workers gather, as does the REAL ESTATE DEVELOPER.

          
          Carl backs into his house.

          

          INT. CARL'S LIVING ROOM


          
          Carl shuts his door.   He closes the curtains.
          He peeks out the window. The injured worker is helped to his
          feet. A police car pulls up.

          
          The Real Estate Developer looks toward Carl's house.     His
          hand rests on Carl's fence.

          

                                                                     22.

          

          

          

          INT. COURTHOUSE HALLWAY - DAY


          
          Carl sits alone on a bench holding a Court Summons.

          

          INT. COURTROOM - DAY


          
          A GUARD opens the door. Carl enters.    The REAL ESTATE
          DEVELOPER watches him enter.

          

          

          EXT. CARL'S HOUSE - LATE EVENING

          A Police Officer drops Carl at his front gate.

          

                               OFFICER EDITH
                    Sorry Mr. Fredricksen. You don't
                    seem like a public menace to me.
                    Take this.

          
          She hands him a pamphlet for SHADY OAKS RETIREMENT VILLAGE.

          

                              OFFICER EDITH
                    The guys from Shady Oaks will be by
                    to pick you up in the morning, okay?
          The officer drives off, leaving Carl alone.

          
          Carl faces the house.    He touches Ellie's dented mailbox.

          

                              CARL
                    What do I do now, Ellie?

          

          

          INT. CARL'S HOUSE, HALLWAY - NIGHT


          
          All is quiet but the slow ticking of the clock.
          The empty hall.

          
          The front hall mirror.
          The kitchen.

          

          

          INT. CARL'S HOUSE, CLOSET

          Carl pulls out a suitcase.   A book tips over.   Ellie's
          Adventure Book.

          

          

          INT. CARL'S HOUSE, LIVING ROOM

          Carl sits in his chair slowly paging through the book.

          

                                                                       23.

          

          
          He turns to the page marked "STUFF I'M GOING TO DO."    He
          closes the book and sighs.

          
          Carl looks at the Adventure Shrine, and the PAINTING of their
          house by Paradise Falls.
          He holds the Shady Oaks pamphlet.

          
          Carl's brows furrow.    He looks up at the shrine, and crosses
          his heart.

          

          EXT. CARL'S HOUSE - NIGHT

          Lights are on inside the house.

          

                                                       MATCH DISSOLVE

                                                                  TO:

          

          EXT. CARL'S HOUSE - MORNING


          
          A SHADY OAKS RETIREMENT VILLAGE van pulls up.
          Nurses GEORGE and A.J. walk to Carl's door and KNOCK.
          Carl answers, holding a suitcase.

          

                              CARL
                    Morning gentlemen.

                              NURSE GEORGE
                    Good morning, Mr. Fredricksen.    You
                    ready to go?

          

                               CARL
                    Ready as I'll ever be. Would you
                    do me a favor and take this?

          
          Carl hands over his suitcase.

          

                              CARL
                    I'll meet you at the van in just a
                    minute. I... want to say one last
                    goodbye to the old place.

          

                               NURSE GEORGE
                    Sure.   Take all the time you need, sir.

          
          Carl closes the door.   Rather sharply.   The nurses head back
          to the van.

          

                                                                     24.

          

          

                                NURSE A.J.
                      Typical. He's probably going to the
                      bathroom for the eightieth time.

          
          Empty helium tanks are strewn on the front lawn.

                                 NURSE GEORGE
                      You'd think he'd take better care
                      of his house.

          
          A SHADOW falls over the nurses.   They turn to look.

          
          A giant tarp rises behind Carl's house.     It unfolds to reveal

          THOUSANDS OF BALLOONS.

          
          The balloons rise up like some massive multi-colored cumulus
          cloud forming a thunderhead above the house.
          Strings tug at the chimney. The house strains.     Pipes bend,
          then break. Electrical wires spark and snap.
          The house rips away from its foundation.

          
          The nurses duck and YELL as the house soars over them.    Carl
          looks out the window and LAUGHS.

                                CARL
                      So long boys! I'll send you a
                      postcard from Paradise Falls!

          

          INT. APARTMENT - CONTINUOUS


          
          Balloons spill colored light into a little girl's room as the
          house floats past.

          

          EXT. TOWN


          
          The shadow of the house drifts through an intersection.

          

          EXT. SHOP WINDOW


          
          A family watches the house float down the street.

          

          EXT. ABOVE THE TOWN


          
          Carl waves at a high-rise window washer, who tentatively
          waves back.
          The house crests the top of a building, drifting over and away
          from the city. Carl looks out his window. Good riddance.

          

                                                                   25.

          

          

          

          INT. CARL'S HOUSE, LIVING ROOM


          
          Carl sets a compass next to the map of South America.

          

          EXT. CARL'S HOUSE, BEDROOM WINDOW


          
          Sails made from stitched-together curtains emerge from the
          windows and billow in the wind. Carl steers using ropes
          attached to the weather vane.

          

          INT. CARL'S HOUSE, LIVING ROOM

          The compass needle rotates to point SOUTH.

          

          

          EXT. CARL'S HOUSE

          The house turns.
          Carl looks out the window, satisfied.   He checks the balloons.

          

          

          INT. CARL'S HOUSE, LIVING ROOM

          Carl kisses a photo of Ellie.

          

                              CARL
                    We're on our way, Ellie.
          Carl kneels at the fireplace and plunks the balloon strings
          tied to the grate.
          He CHUCKLES and settles into his chair.   He closes his eyes
          and smiles.
          SHADOWS move gently across the fireplace mantle.

          

          

          EXT. CARL'S HOUSE, FLOATING

          The house drifts through the clouds.

          

          

          INT. CARL'S HOUSE, LIVING ROOM

          Carl relaxes in his chair.

          

          KNOCK KNOCK KNOCK.

          

                               CARL
                    Huh?

          

                                                                      26.

          

          
          He stares at the front door.   Nothing.

          

                               CARL
                    Hm.

          

          KNOCK KNOCK KNOCK.

          
          He bolts up and approaches the door. He looks out the peep
          hole. Nothing but the porch and clouds. He throws it open.

          

          EXT. CARL'S HOUSE, PORCH - DAY - CONTINUOUS


          
          Nothing. He looks left.     Nothing.   He looks right.   Russell.
          He looks... Russell?!!

          

                              RUSSELL
                    Hi, Mr. Fredricksen.    It's me,
                    Russell.

          

                              CARL
                    What are you doing out here, kid?

          
          Russell is plastered up against the wall, terrified and
          holding on for dear life.

                              RUSSELL
                    I found the snipe and I followed it
                    under your porch, but this snipe
                    had a long tail and looked more
                    like a large mouse.

          
          The flag on Russell's backpack blows off and falls through
          the clouds.

          

                              RUSSELL
                    Please let me in?

                               CARL
                    No.

          
          Carl slams the door, leaving Russell alone.
          Beat. The door opens again.

          

                              CARL
                    Oh, alright, you can come...
          Russell runs into the house past Carl.

          

                               CARL
                    ...in.

          

                                                                   27.

          

          

          

          INT. CARL'S HOUSE, HALLWAY - CONTINUOUS


          
          Russell PANTS, panicked.   He looks into living room.

          

                              RUSSELL
                    Huh. I've never been in a floating
                    house before.

          
          Carl follows Russell into the living room.   Russell chuckles
          and points at the photo of young Ellie.

                               RUSSELL
                    Goggles.   Look at this stuff!
          Russell finds Ellie's house drawing sitting on the pages of
          the open atlas.

          

                              RUSSELL
                    Wow, you going on a trip?
                        (reads from the engraving)
                    "Paradise Falls: A Land Lost in
                    Time." You going to South America,
                    Mr. Fredricksen?
          Carl takes the page and puts it in his pocket.

                              CARL
                    Don't touch that.   You'll soil it.

                              RUSSELL
                    You know, most people take a plane,
                    but you're smart because you'll have
                    all your TV and clocks and stuff.
          Russell runs over to the steering rig.

          

                               RUSSELL
                    Whoah.   Is this how you steer your
                    house?   Does it really work?

          

                              CARL
                    Kid, would you stop with the --
          Russell steers and the house tilts, knocking Carl back and
          forth.

          

                              RUSSELL
                    Oh, this makes it go right, and
                    that way's left.

          

                              CARL
                    Let go of the -- knock it off!
          Russell looks out the window in front of him.

          

                                                                    28.

          

          

                              RUSSELL
                    Hey look, buildings!

          

          

          EXT. CARL'S HOUSE, WINDOW - CONTINUOUS

          Russell and Carl arrive at the window.

          

                              RUSSELL
                    That building's so close I could
                    almost touch it.

          
          That gives Carl an idea.

                                                              CUT TO:

          
          Carl lowers Russell on a rope below the floating house.

                              RUSSELL
                    Wow! This is great! You should try
                    this, Mr. Fredricksen! Look, there's
                    a bus that could take me home two
                    blocks away!
                        (looking up)
                    Hey, I can see your house from here!

                              CARL
                        (struggling to hold on)
                    Don't jerk around so much, kid!

          
          The rope slips through Carl's hands.   Russell FALLS.

          

                                                              CUT TO:
          Carl stands beside Russell at the window.    Russell's fall had
          been a daydream.

                              CARL
                    Well, that's not gonna work.

          
          Carl leaves Russell at the window.

                              RUSSELL
                    I know that cloud, it's a Cumulo
                    Nimbus. Did you know that the
                    Cumulo Nimbus...

          

          INT. CARL'S HOUSE, LIVING ROOM - DAY - CONTINUOUS


          
          GRUMBLING, Carl kneels at the fireplace to cut a few balloon
          strings with his housekeys.

          

                                                                     29.

          

          

                              CARL
                    Stayed up all night blowing up
                    balloons, for what?

          

                              RUSSELL
                    ...warm air goes by cool air, and
                    the airs go by each other and
                    that's how we get lightning.

          

                              CARL
                    That's nice, kid.

          
          Carl turns off his hearing aid.    Silence.   He smiles.
          Russell tries to get Carl's attention.   A storm is brewing in
          the distance.

          

                              RUSSELL
                        (nearly silent)
                    Mr. Fredricksen, there's a big
                    storm coming. It's starting to get
                    scary. We're gonna get blown to
                    bits! We're in big trouble, Mr.
                    Fredricksen!

          
          A huge lightning bolt flash lights up the room.    Carl turns
          on his hearing aid.

          

                              CARL
                    What are you doing over there?

                                RUSSELL
                    Look!

          

          EXT. CARL'S HOUSE, WINDOW - CONTINUOUS

          Carl joins Russell at the window.

          

                                RUSSELL
                    See?    Cumulo Nimbus.

          

          INT. CARL'S HOUSE, LIVING ROOM - CONTINUOUS


          
          The tiny house is heading for a MASSIVE STORM.
          Carl STRUGGLES to steer the house away but is blown into the
          storm. The steering mechanism recoils and sends Carl flying.

          
          Plates fall from the walls and furniture slides as the house
          is rocked in the storm.
          Russell's backpack slides toward the front door.

          

                                                                       30.

          

          

                                RUSSELL
                    My pack!

          
          Russell HOPS on top of the backpack.

          

                                RUSSELL
                    Got ya!

          
          The pack slides toward the OPEN FRONT DOOR. Russell screams.
          He's about to slide out when the house tilts and the door
          swings shut.

          
          The Paradise Falls jar rolls past Carl.     He chases after it.
          Ellie's chair slides across the room.      Carl gasps and runs to
          protect it.

          
          The photo of Ellie rocks and slides off the wall.     Carl
          lunges to catch it.

          

          EXT. CARL'S HOUSE, FLOATING


          
          The storm rages.    The house is tossed into the storm clouds.
          All goes black.

          

          

          INT. CARL'S HOUSE, LIVING ROOM - MORNING

          Carl is asleep.
          A finger pokes Carl's face.     Nothing.

          
          The finger pokes Carl's face again.    Carl WAKES UP.

          

                                RUSSELL
                    Whew!    I thought you were dead.

                              CARL
                    Wha... what happened?

          
          Carl STRUGGLES to rise from the pile of Ellie's things he'd
          been protecting.

          

                               RUSSELL
                    I steered us. I did!      I steered
                    the house!

                              CARL
                    Steered us?

          

                                                                  31.

          

          

                              RUSSELL
                    After you tied your stuff down you
                    took a nap, so I went ahead and
                    steered us down here.

          

          EXT. CARL'S HOUSE, WINDOW


          
          Carl opens the window and looks out.

          

                               CARL
                    Huh?

          

          

          EXT. CARL'S HOUSE, FLOATING


          
          The house floats motionless above an ocean of clouds.

          

          EXT. CARL'S HOUSE, WINDOW


                              CARL
                    Can't tell where we are.

          

          INT. CARL'S HOUSE, LIVING ROOM


          

                              RUSSELL
                    Oh we're in South America all
                    right. It was a cinch, with my
                    Wilderness Explorer GPS.

          
          Russell holds up his WILDERNESS EXPLORER GPS UNIT.

                               CARL
                    GP-what?

                              RUSSELL
                    My dad gave it to me. It shows
                    exactly where we are on the planet.
                    With this baby, we'll never be lost!
          Russell gestures, tossing the unit out the window.

          

          

          EXT. CARL'S HOUSE, FLOATING

          Carl and Russell watch the tiny GPS unit descend into the
          clouds.

          

                               RUSSELL
                    Oops.

          

                                                                   32.

          

          

          

          INT. CARL'S HOUSE, LIVING ROOM


          
          Carl kneels by the fireplace and cuts at the balloon strings.

          

                              CARL
                    We'll get you down, find a bus
                    stop. You just tell the man you
                    want to go back to your mother.

          

                              RUSSELL
                    Sure, but I don't think they have
                    busses in Paradise Falls.

          

          EXT. CARL'S HOUSE, FLOATING


          
          A small cluster of balloons fly up and away from the house.

          

          INT. CARL'S HOUSE, LIVING ROOM


                              CARL
                    There. That ought to do it. Here,
                    I'll give you some change for bus fare.

          
          Russell follows Carl toward the front door.

          

                              RUSSELL
                    Nah, I'll just use my city bus pass.

          

          EXT. CARL'S HOUSE, FLOATING


          
          The house lowers into the fog.

          

                              RUSSELL (O.S.)
                    Whoah, that's gonna be like a
                    billion transfers to get back to my
                    house.

          

          

          EXT. CARL'S HOUSE, PORCH

          Carl and Russell stand on the porch as the house moves down
          into and through the thick, dark clouds.

          

                              RUSSELL
                    Mr. Fredricksen, how much longer?

          

                              CARL
                    Well, we're up pretty high.   Could
                    take hours to get down.
          Something flashes by them in the fog.   Carl leans forward.

          

                                                                    33.

          

          

                                CARL

                         (MUMBLING)
                     ...that thing was...building or
                     something.

          
          Another dark object whooshes past them.   Carl ducks.

          

                               RUSSELL
                     What was that, Mr. Fredricksen?

          

                               CARL
                     We can't be close to the ground yet.

          
          A brief view of rocks directly below them.

          
          Carl GASPS.

          

          EXT. MOUNTAIN, ROCKY LANDSCAPE


          
          BAM!!!   The house CRASHES into the ground.

          
          Russell and Carl fly off the porch and onto the ground.   They
          land hard.

          
          Carl's house is floating away!

          
          Carl runs after the GARDEN HOSE dragging across the ground.

                               CARL
                     Wait, wait! No don't, don't, don't!

          
          Carl grabs the hose and is PULLED UP in the air.

                                CARL
                     Whoah!   Hey, hey!
          Russell JUMPS onto Carl's leg and the extra weight pulls them
          to the ground.

          

                               CARL
                     Russell, hang on!
          Carl and Russell slide toward the edge of a CLIFF EDGE.

          

                                  RUSSELL
                     Whoah!
          They slide toward the edge... and stop.   The drop is
          thousands of feet. Carl is TERRIFIED.

          

                                  CARL
                     Walk back!     Walk back!

          

                                                                    34.

          

          

                               RUSSELL
                    Okay!

          
          Russell PULLS Carl by the leg away from the cliff edge.
          Carl, still hanging from the hose, looks around.
          Fog blankets the mysterious landscape, revealing only
          scattered rocks.

          

                              CARL
                        (out of breath)
                    Where... where are we?

          

                              RUSSELL
                    This doesn't look like the city or
                    the jungle, Mr. Fredricksen.
          The wind picks up and they STRUGGLE against it.

          

                              CARL
                        (to house)
                    Don't worry, Ellie. I got it.
          The wind clears the fog, slowly revealing a crescent shaped,
          flat-topped mountain on which they stand.

          
          Across it, some ten miles away, is PARADISE FALLS.
          Carl stares.   He can't believe it.

          

                               CARL
                    There it is. Ellie, it's so
                    beautiful.

          
          The landscape is stunning.

          
          Carl shows Russell the engraving with the Ellie drawing of
          the house atop the falls.

          

                              CARL
                    We made it. We made it! Russell,
                    we could float right over there.
                    Climb up. Climb up!

          

                              RUSSELL
                    You mean assist you?

          

                              CARL
                    Yeah, yeah. Whatever.

          

                              RUSSELL
                    Okay, I'll climb up!

          
          Russell CLIMBS Carl, stepping on his leg, arms, and face.

          

                                                                  35.

          

          

                                 CARL
                    Watch it.

          

                                 RUSSELL
                    Sorry.
          The hose jiggles as Russell CLIMBS out of frame.

          

                              CARL
                    Now, when you get up there, go
                    ahead and hoist me up! Got it?!

          
          Russell continues to grunt and strain off screen.

                              CARL
                    You on the porch yet?!

          
          Russell is just inches above Carl, still STRUGGLING to climb.
          He slides down onto Carl's head, exhausted.

          

                              CARL
                    What? That's it?! I came all this
                    way just to get stuck at the wrong
                    end of this rock pile? Aw, great!

          
          Carl paces.

          

                              RUSSELL
                    Hey, if I could assist you over
                    there, would you sign off on my
                    badge?

          

                              CARL
                    What are you talking about?

          

                              RUSSELL
                    We could walk your house to the
                    falls!

          

                                 CARL
                    Walk it?

                              RUSSELL
                    Yeah, after all, we weigh it down.
                    We could walk it right over there.
                    Like a parade balloon.
          Carl considers this.

          

                                                                    36.

          

          

          

          EXT. MOUNTAIN, ROCKY LANDSCAPE, DAY - LATER


          
          The house floats against the sky. The hose descends from the
          house and "Y"s to tie to both Carl and Russell. They wear
          the hose like a harness, pulling the house as they walk.

                              CARL
                    Now, we're gonna walk to the falls
                    quickly and quietly, with no rap
                    music or flash-dancing.
          Russell inspects his surroundings.

                              RUSSELL

                        (DISTRACTED)
                    Uh-huh.

          

                              CARL
                    We have three days, at best, before
                    the helium leaks out of those
                    balloons. And if we're not at the
                    falls when that happens...

          

                                 RUSSELL
                    Sand!

                              CARL
                    ...we're not getting to the falls!

                              RUSSELL
                    I found sand!

          
          Carl ROLLS HIS EYES.    He looks up at the house.

                              CARL
                    Don't you worry, Ellie.    We'll get
                    our house over there.
          Russell looks up at the house.   Who's Carl talking to?

          

                                 RUSSELL
                    Huh.
                        (shrugs it off)
                    This is fun already, isn't it? By
                    the time we get there, you're gonna
                    feel so assisted... Oh, Mr.
                    Fredricksen, if we happen to get
                    separated, use the Wilderness
                    Explorer call. Caw caw, raaar!!

          
          The WILDERNESS EXPLORER CALL sets off Carl's hearing aid.

          

                                                                      37.

          

          

                              RUSSELL
                    Wait. Why are we going to Paradise
                    Falls again?

          

                              CARL
                    Hey, let's play a game. It's
                    called: "See who can be quiet the
                    longest."

          

                               RUSSELL
                    Cool!   My mom loves that game!

          
          They head toward Paradise Falls, some 10 miles away.

                                                         DISSOLVE TO:

          

          

          EXT. MOUNTAIN, JUNGLE CLEARING - DAY

          Mist hangs ominously over a rocky landscape.
          Something tall blasts through a maze of rocks.

          
          Two dark shapes are chasing the prey.   Each has a light.
          Hunters.

          

          

          EXT. MOUNTAIN, GROVE OF TREES - CONTINUOUS

          The prey dodges various TRAPS, one after another. A metal
          cage slams shut, a hidden net, darts on a trip wire.

          
          The prey runs into a clearing surrounded by rocks: a dead end.

          

          EXT. MOUNTAIN, CLEARING - CONTINUOUS

          The hunters surround the prey, stepping out into the light: a
          sinister Doberman Pinscher, a Rottweiler, and a bulldog, each
          wearing large, HIGH-TECH COLLARS.

          
          They surround the prey.   Escape looks impossible.
          WOOSH! The bird moves impossibly fast, jumping over the
          three dogs and escaping in a flash.

          
          The dogs head off in pursuit.
          A HIGH PITCHED SQUEAL stops the dogs short, their ears
          wincing in pain. They whimper and run off.

          

                                                                   38.

          

          

          

          EXT. MOUNTAIN, THICK JUNGLE - DAY - CONTINUOUS


          
          Carl steps out from behind a shrub.   The SQUEALING is in fact
          his HEARING AID.

          

                              CARL
                    Darn thing.
                        (calling back)
                    C'mon, Russell, would you hurry it up?

          
          Russell plods forward, dragging his feet.

          

                              RUSSELL
                    I'm tiiiired. And my knee hurts.

          

                              CARL
                    Which knee?

                              RUSSELL
                    My elbow hurts and I have to go to
                    the bathroom.

          

                              CARL
                    I asked you about that five minutes
                    ago!

                              RUSSELL
                    Well, I didn't have to go then!
          Russell goes limp and lies face down in the dirt.

                              RUSSELL
                    I don't want to walk anymore.     Can
                    we stop?

          

                              CARL
                    Russell! If you don't hurry up,
                    the tigers will eat you.

          

                              RUSSELL
                    There's no tigers in South America.
          Russell rolls over to show Carl a badge.

          

                               RUSSELL
                    Zoology.

                              CARL
                    Oh, for the love of Pete. Go on into
                    the bushes and do your business.

          

                               RUSSELL
                    Okay!   Here, hold my stuff.

          

                                                                     39.

          

          
          Somehow energized, Russell jams his pack into Carl's hands,
          secures his rope to a tree and tromps off into the shrubs.

          
          He goes into the woods carrying a small shovel in one hand
          and a pile of leaves in another.

                              RUSSELL
                    I've always wanted to try this!

          
          Carl waits, standing by the tree his house is tied to.

                              RUSSELL (O.S.)
                    Mr. Fredricksen? Am I supposed to
                    dig the hole before or after?

          

                               CARL
                    Eugh!   None of my concern!
          Beat.

          

                                RUSSELL (O.S.)
                    Oh.    It's before!

          
          Carl covers his ears.

          

          EXT. MOUNTAIN, THICK JUNGLE - CONTINUOUS


          
          Russell pats down a mound and SIGHS in satisfaction.

          
          He is about to return to Carl when he spots some TRACKS.

          

                              RUSSELL
                    Huh?  Tracks?!

                        (REALIZING)
                    Snipe!
          Russell follows the tracks into the dark jungle, clapping.

          

                              RUSSELL
                    Here, snipe... Come on out, snipe.
                    Snipe!
          The footprints continue for a time, then stop.

          

                                RUSSELL
                    Huh.
          Russell munches on a chocolate bar.

          
          Something RUSTLES in the bushes behind him.   He turns to look.
          Behind him, A BEAK takes a nibble of the chocolate and zips
          out.

          

                                                                      40.

          

          
          Russell turns.    Nothing there.

          
          Another nibble!   Zip!

          

                              RUSSELL
                    Ha! Gotcha!

          
          Russell peers into the shrub.

          

                              RUSSELL
                    Don't be afraid, little snipe. I
                    am a Wilderness Explorer so I am a
                    friend to all of nature. Want some
                    more?

          
          Russell holds out the chocolate.   The beak pokes out and
          nibbles.

                                RUSSELL
                    Hi boy.    Don't eat it all.   Come on
                    out.

          
          The beak zips back into the bushes.

                             RUSSELL
                    Come on. Don't be afraid little
                    snipe. Nice snipe. Good little
                    snipe. Nice...
          A massive shadowy creature rises up over Russell.

                              RUSSELL
                    ...giant snipe!

          

          EXT. MOUNTAIN, THICK JUNGLE CLEARING


          
          Carl checks the knot on his hose harness.    Russell and the
          massive creature step up behind him.

                              RUSSELL
                    I found the snipe!

          

                              CARL
                        (humoring him)
                    Oh, did you?

          

                              RUSSELL
                    Are they tall?

          

                              CARL
                    Oh yes, they're very tall.

          

                                                                   41.

          

          

                              RUSSELL
                    Do they have a lot of colors?

          

                              CARL
                    They do indeed.

                              RUSSELL
                    Do they like chocolate?

          

                               CARL
                    Oh ye-   Chocolate?

          
          Carl turns to look.
          Next to Russell stands a 13 foot tall, multicolored BIRD.

          
          Carl SCREAMS.

                              CARL
                    What is that thing?!

                              RUSSELL
                    It's a snipe!

                              CARL
                    There's no such thing as a snipe!

          

                              RUSSELL
                    But you said snipes eat--

          
          Carl grabs Russell, pulling him away from the bird.

          
          The bird HISSES at Carl and grabs Russell back.   It cradles
          Russell like a baby.

          

                                RUSSELL
                    Whoah!
          Russell GIGGLES.

          
          Carl pokes at the bird with his cane, trying to scare it off.

                              CARL
                    Go on, get out of here. Go on!
                    Shoo!

          
          The bird HISSES.
          It takes Russell up into a tree, swinging him around
          playfully. It looks scary and fun.

          

                              RUSSELL

                        (LAUGHING)
                    Whoah! Whoah!

          

                                                                        42.

          

          

                              CARL
                    Careful, Russell!

          

                              RUSSELL

                        (LAUGHING)
                    Hey, look Mr. Fredricksen, it likes
                    me!

          

                                 CARL
                    Russell!
          The bird grooms Russell.

          

                              RUSSELL

                        (LAUGHING)
                    No stop, that tickles!

          
          Carl pokes the bird with his cane.

                              CARL
                    Get out of here.    Go on, git!

          
          The bird sets Russell down.     It stalks Carl, HISSING and
          ruffling its feathers.

          

                                 CARL
                    Aaaah!

          

                              RUSSELL
                    Uh-oh! No no no no no Kevin, it's
                    okay. Mr. Fredricksen is nice!

          
          Russell pats Carl on the head.

                                 CARL
                    "Kevin"?

                              RUSSELL
                    Yeah, that's his name I just gave
                    him.

          
          The bird pats Carl on the head with its beak.

                              CARL
                    Hey. Beat it! Vamoose! Scram!

          
          Carl waves his cane.    The bird eats it.

                               CARL
                    Hey!   That's mine!

          
          The bird chokes and the cane comes back up.

          

                                                                  43.

          

          

                               CARL
                    Aaah!   Shoo, shoo! Get out of here.

          
          Carl shoos the bird away.     The bird mimics him.

          

                              CARL
                    Go on, beat it.

          
          GRUMBLING, Carl gives up and throws his hands in the air.

          
          The bird mimics this as well.

          

                              RUSSELL
                    Can we keep him? Please?? I'll
                    get the food for him, I'll walk
                    him, I'll change his newspapers...

          

                                 CARL
                    No.

          

                              RUSSELL

                        (RECITING)
                    "An Explorer is a friend to all, be
                    it plants or fish or tiny mole."

          

                              CARL
                    That doesn't even rhyme.

          

                              RUSSELL
                    Yeah it does.
          Russell points up to the roof of Carl's house.

          

                                 RUSSELL
                    Hey, look!     Kevin!

          

                              CARL
                    What? Get down! You're not
                    allowed up there!

          
          The bird is on Carl's roof. It swallows a balloon. It POPS.
          The bird coughs up the deflated balloon. Russell GIGGLES.

                              CARL
                    You come down here right now!

          
          The bird jumps down and hides behind Russell.

                               CARL
                    Sheesh!   Can you believe this, Ellie?

          

                              RUSSELL
                    Ellie?
                        (gets idea)

                              (MORE)

          

                                                                  44.
                              RUSSELL (cont'd)
                    Uh, hey Ellie, could I keep the
                    bird? Uh-huh. Uh-huh.
                        (to Carl)
                    She said for you to let me.

          

                              CARL
                        (to Ellie)
                    But I told him no --
                        (catches himself)
                    I told you no! N-O.
          The bird HISSES at Carl.

          

          

          EXT. MOUNTAIN, ROCKY LANDSCAPE - DAY


          
          Carl and Russell pull the house through the mist.
          Russell discreetly drops chocolate pieces along their trail.

          
          The bird follows, eating.

          

                              CARL
                    I see you back there!

          
          It "hides" behind a rock, still totally visible.

          

                              CARL
                    Go on, get out of here. Shoo! Go
                    annoy someone else for a while.

                              VOICE (O.S.)
                    Hey, are you okay over there?
          The bird dashes away.

          

                                 CARL
                    Uh, hello?

          
          Carl and Russell look around. In the midst, some 100 feet
          away, they see the FIGURE OF A MAN.

                               CARL
                    Oh!   Hello sir!    Thank goodness.

          
          Carl walks toward the man.

                              CARL
                    It's nice to know someone else is
                    up here!

          

                              VOICE
                    I can smell you.

          

                                                                  45.

          

          
          Carl stops.

          

                                CARL
                    What?    You can smell us?

          

                              VOICE
                    I can smell you.

          
          As they get closer, they realize the man is in fact a ROCK.

          

                                CARL
                    Hey.

          
          Russell GIGGLES.

          

                              RUSSELL
                    You were talking to a rock.
          Russell points to another rock shape.

          

                              RUSSELL
                    Hey, that one looks like a turtle!

          
          Sure enough.

          

                              RUSSELL
                    Look at that one!     That one looks
                    like a dog!
          The "rock" walks forward.

                              RUSSELL
                    It is a dog!

                                CARL
                    What?

          

                              RUSSELL
                    Uh, we're not allowed to have dogs
                    in my apartment.
          The dog nuzzles Russell, who nervously pets it.

          

                              RUSSELL
                    Hey, I like dogs!

          

                              CARL
                        (calls out)
                    We have your dog!
                        (to self)
                    Wonder who he belongs to?

                                RUSSELL
                    Sit boy.

          

                                                                 46.

          

          
          The dog sits.

          

                              RUSSELL
                    Hey look, he's trained!    Shake!

          
          The dog raises his paw and Russell shakes it.

          

                                RUSSELL
                    Uh-huh.    Speak.

          

                                DUG
                    Hi there.

          
          Carl and Russell freeze.

          

                              CARL
                    Did that dog just say "Hi there?"

                                DUG
                    Oh yes.
          Carl JUMPS back.

          

                              DUG
                    My name is Dug. I have just met
                    you and I love you.

          
          Dug jumps up on to Carl.

                                CARL
                    Uh..wha?

          
          Dug wears a high-tech collar. The dog's thoughts come out of
          it as words through a speaker. It can talk. Unfortunately,
          it talks non-stop.

          

                              DUG
                    My master made me this collar. He
                    is a good and smart master and he
                    made me this collar so that I may
                    talk -- SQUIRREL!!
          Dug stares transfixed at a tree.    False alarm.

          

                              DUG
                    My master is good and smart.

                              CARL
                    It's not possible.

          

                              DUG
                    Oh it is, because my master is
                    smart.

          

                                                             47.

          

          

                                 RUSSELL
                       Cool! What do these do, boy?

          
          He inspects the collar and twists a dial.

          

                                 DUG
                       Hey would you-

                           (CLICK)
                       -cuerdo con tigo-

                           (CLICK)
                       I use that collar-

                           (CLICK)
                       -watashi wa hanashi ma-

                           (CLICK)
                       -to talk with, I would be happy if
                       you stopped.

          

                                 CARL
                       Russell, don't touch that. It could
                       be radioactive or something.
          Dug sniffs the ground around Carl and Russell.

          

                                 DUG
                       I am a great tracker. My pack sent
                       me on a special mission all by
                       myself. Have you seen a bird? I
                       want to find one and I have been on
                       the scent. I am a great tracker,
                       did I mention that?
          BAM!   The bird tackles Dug and HISSES.

          

                                 DUG
                       Hey, that is the bird! I have
                       never seen one up close but this is
                       the bird.
                           (to Carl)
                       May I take your bird back to camp
                       as my prisoner?

          

                                 CARL
                       Yes! Take it! And on the way,
                       learn how to bark like a real dog!

          

                                 DUG
                       Oh I can bark!
          Dug BARKS.

          

                                 DUG
                       And here's howling!
          Dug HOWLS.    The bird HISSES at Dug.

          

                                                                    48.

          

          

                              RUSSELL
                    Can we keep him? Please please
                    please?

          

                                CARL
                    No.

          
          Russell falls to his knees, pleading.

          

                              RUSSELL
                    But it's a talking dog!

          

                              CARL
                    It's just a weird trick or
                    something. Let's get to the falls.

          
          Carl grabs Russell.   The bird follows, as does Dug.

                              DUG
                    Please be my prisoner. Oh please oh
                    please be my prisoner.

          

          EXT. MOUNTAIN, THICK JUNGLE CLEARING - DAY


          
          Footprints.   A dog's nose follows the tracks.   This is GAMMA,
          a bulldog.

          

                              GAMMA
                    Oh, here it is.    I picked up the
                    bird's scent!

          
          A second dog: BETA, a Rottweiler.

                               BETA
                    Wait a minute, wait a minute! What
                    is this? Chocolate. I smell
                    chocolate.

          

                              GAMMA
                    I'm getting prunes and denture
                    cream! Who are they?

                              BETA
                    Ah man, Master will not be pleased.
                    We'd better tell him someone took
                    the bird, right Alpha?
          ALPHA, a Doberman pinscher, sits with his back to them.

          

                              ALPHA
                        (high-pitched voice)
                    No. Soon enough the bird will be
                    ours yet again.

          

                                                                       49.

          

          
          Alpha's voice is high and squeaky, as if he's breathed in
          helium.

          

                              ALPHA (CONT'D)
                    Find the scent, my compadres and
                    you two shall have much rewardings
                    from Master for the toil factor you
                    wage.

          
          Beta and Gamma look at each other.

                              BETA
                    Hey Alpha, I think there's
                    something wrong with your collar.
                    You must have bumped it.

          

                              GAMMA
                    Yeah, your voice sounds funny!
          Beta and Gamma LAUGH.   Alpha turns.   They stop laughing.

                              ALPHA
                    Beta. Gamma. Mayhaps you desire
                    to -- SQUIRREL!

          
          All three dogs look for the squirrel.   False alarm.

          

                              ALPHA (CONT'D)
                    Mayhaps you desire to challenge the
                    ranking that I have been assigned
                    by my strength and cunning?

          

                              BETA
                    No no. But maybe Dug would.     You
                    might want to ask him.

          
          Beta and Gamma SNICKER derisively.

                              GAMMA
                    Yeah, I wonder if he's found the
                    bird on his very special mission.

                              ALPHA
                    Do not mention Dug to me at this
                    time. His fool's errand will keep
                    him most occupied, most occupied
                    indeed. Ha ha ha. Do you not
                    agree with that which I am saying
                    to you now?

          

                              BETA
                    Sure, but the second Master finds
                    out you sent Dug out by himself,
                    none of us will get a treat.

          

                                                                     50.

          

          

                              ALPHA
                    You are wise, my trusted
                    Lieutenant.

          
          Alpha powers up a video screen on Beta's collar.

                              ALPHA (CONT'D)
                    This is Alpha calling Dug.   Come
                    in, Dug.

          
          The screen shows ground moving past: the view from Dug's
          collar.

          

                                DUG
                    Hi Alpha.    Hey, your voice sounds
                    funny.

          

                              ALPHA
                    I know, I know!   Have you seen the
                    bird?

                              DUG
                    Why yes, the bird is my prisoner
                    now.

          

                              GAMMA
                    Yeah, right.

          
          The screen view adjusts to see the bird.   It hisses.

          

                              ALPHA
                    Impossible! Where are you?!

          

                              DUG
                    I am here with the bird and I will
                    bring it back and then you will
                    like me. Oh, gotta go.
          On the collar screen, the dogs get a fleeting glimpse of a
          boy's face. It's Russell.

          

                              RUSSELL
                        (on video screen)
                    Hey Dug! Who you talking to?

          
          The video screen goes blank.   The dogs BARK excitedly.

                              BETA
                    What's Dug doing?

          

                              GAMMA
                    Why's he with that small mailman?

          

                                                                    51.

          

          

                              BETA
                    Where are they?

          
          Alpha pushes a button on Beta's collar.    A TRACKING DEVICE
          locates Dug.

                              ALPHA
                    There he is. Come on!

          
          The dogs sprint off into the jungle.

          

          EXT. MOUNTAIN, JUNGLE - DAY

          The bird drags Dug, still clamped onto it's leg.

          

                              DUG
                    Oh please oh please oh PLEASE be my
                    prisoner!

          

                              RUSSELL
                    Dug, stop bothering Kevin!

          

                              DUG
                    That man there says I can take the
                    bird and I love that man there like
                    he is my master.

          
          The bird HISSES.

          

                              CARL
                    I am not your master!

          
          The bird tries to shake Dug off its leg.   Dug jumps up on it.

          

                              DUG
                    I am warning you, once again, bird!

                                 RUSSELL
                    Hey!     Quit it!

          

                              DUG
                    I am jumping on you now, bird.

          
          Russell tries to separate them, which pulls on Carl's tether.

          

                              CARL
                    Russell! At this rate we'll never
                    get to the falls!

          
          Carl pulls on the tether, knocking Russell over.   Carl falls,
          pulling the house into a tall rock. SMASH!
          Carl GASPS.   He turns his anger to the group.

          

                                                                   52.

          

          

                              CARL
                    I am nobody's master, got it?
                        (points to bird)
                    I don't want you here,
                        (points to Dug)
                    ...and I don't want you here.
                        (points to Russell)
                    I'm stuck with you. And if you two
                    don't clear out of here by the time
                    I count to three-
          Dug sees the tennis balls on Carl's cane.

          

                               DUG
                    A ball!   Oh boy oh boy!     A ball!

          

                               CARL
                    Ball?
          Carl pops off one of the tennis balls.

          

                              CARL
                    You want it boy?     Huh?   Huh?   Yeah?

                              DUG
                    Oh oh oh! Yes, I do.        I do ever so
                    want the ball!

          

                              CARL
                    Go get it!!
          Carl throws the ball far away.    Dug chases after it.

          

                              DUG
                    Oh boy, oh boy! I will get it and
                    then bring it back!

          

                              CARL

                        (WHISPERS)
                    Quick Russell, give me some chocolate.

          

                               RUSSELL
                    Why?

          

                              CARL
                    Just give it to me!
          Carl grabs some chocolate and waves it at the bird.

          

                               CARL
                    Bird.   Bird!
          Carl THROWS the chocolate.     The bird runs after it.

          

                                                                        53.

          

          
          Carl grabs Russell and runs.

          

                              CARL
                    C'mon Russell!

          

                               RUSSELL
                    Wait.   Wait, Mr. Fredricksen.

          

          

          EXT. MOUNTAIN HILLSIDE

          Carl pulls them down a slope.     He slips.

          

          

          EXT. MOUNTAIN TREETOPS


          
          Above the tree line, the house SMASHES into a tree.

                                 CARL
                    Daah!

          

          

          EXT. MOUNTAIN STREAM

          Carl and Russell crossing the river balance on rocks.        Carl
          slips and his foot goes into the water.

          

                                 CARL
                    Aaahh...

          

          EXT. MOUNTAIN JUNGLE


          

                              RUSSELL
                    What are we doing?

          
          Carl pushes through thick jungle leaves.      BUGS buzz around him.

          

          EXT. MOUNTAIN STEEP HILLSIDE


          
          Carl climbs up the hill.      He FALLS over a dead branch.

                              RUSSELL
                    Hey, uh, we're pretty far now.
                    Kevin's gonna miss me.

          

          EXT. MOUNTAIN, JUNGLE CLEARING - CONTINUOUS


          
          They climb over a ridge.      Dug and the bird are nowhere in sight.
          Carl sits down on a rock, BREATHING HARD.

          

                                                                         54.

          

          

                                CARL
                      I think that did the trick.

          
          He turns.   Dug.     With the ball in his mouth.

          

                                DUG
                      Hi, Master.

          

                                   CARL
                      Afternoon.
          Carl turns the other way.       The bird.   It HONKS at him.

          
          Dug drops the slobbery ball on Carl's lap.

          

          

          EXT. MOUNTAIN, FLAT ROCKY AREA - NIGHT

          A clap of thunder. Lightning flashes reveal rain pouring
          down on the house. Beneath it, Carl and Russell are kept
          dry, sitting around a pathetic flickering campfire.

          
          Carl looks at Dug, asleep, wrapped around the bird's leg.        He
          rolls his eyes and looks up at the house.

          

                                CARL
                      Well, thanks for keeping us dry
                      anyway, Ellie.

                                RUSSELL (O.S.)
                      Which one's the front?

          
          Russell struggles to set up the tent.       He reads his manual.

                                RUSSELL
                      Is this step three, or step five?
          Carl ROLLS HIS EYES at Russell's ineptness.

          

                                   RUSSELL
                      There!
          Russell struggles with a tent pole, trying to winch it into
          place.

          
          Carl can't watch.
          An off screen SMACK!      Russell walks to Carl.   Miraculously,
          he looks unscathed.

          

                                   RUSSELL
                      All done.
          Russell turns, revealing a large RED WELT on his face.

          

                                                                  55.

          

          

                              RUSSELL
                        (pointing to tent)
                    That's for you!

          
          The tent pole springs loose, catapulting the tent over the
          cliff.

          

                               RUSSELL
                    Awh.   Tents are hard.

          

                              CARL
                    Wait, aren't you "Super Wilderness
                    Guy?" With the GPM's and the badges?

                              RUSSELL
                    Yeah, but... can I tell you a
                    secret?

                               CARL
                    No.

                              RUSSELL
                    Alright, here goes. I never
                    actually built a tent before.
                    There. I said it.

                              CARL
                    You've been camping before, haven't
                    you?

          

                              RUSSELL
                    Well, never outside.

          

                              CARL
                    Well, why didn't you ask your Dad
                    how to build a tent?

                              RUSSELL
                    I don't think he wants to talk
                    about this stuff.

          

                              CARL
                    Why don't you try him sometime?
                    Maybe he'll surprise you.

          

                              RUSSELL
                    Well, he's away a lot.   I don't see
                    him much.

          

                              CARL
                    He's got to be home sometime.

          

                                                                   56.

          

          

                              RUSSELL
                    Well, I called, but Phyllis told me
                    I bug him too much.

          

                              CARL
                    Phyllis? You call your own mother
                    by her first name?

          

                              RUSSELL
                    Phyllis isn't my mom.
          Carl realizes he put his foot in it.

          

                               CARL
                    Oh.

          
          The two sit silently together, watching the fire.

                              RUSSELL
                    But he promised he'd come to my
                    Explorer ceremony to pin on my
                    Assisting the Elderly badge, so he
                    can show me about tents then,
                    right?

          
          Carl studies Russell's sad optimism.   He looks at the missing
          badge on Russell's sash.

          

                              CARL
                    Hey, uh, why don't you get some
                    sleep. Don't want to wake up the
                    traveling flea circus.

          
          Dug nuzzles around the sleeping bird's leg.

          

                              RUSSELL
                    Mr. Fredricksen, Dug says he wants
                    to take Kevin prisoner. We have to
                    protect him!

          
          Russell YAWNS and lies down on the rock next to Carl.

                              RUSSELL
                    Can Kevin go with us?

          

                               CARL
                    Alright.   He can come.

                              RUSSELL
                    Promise you won't leave him?

          

                               CARL
                    Yeah.

          

                                                                    57.

          

          

                              RUSSELL
                    Cross your heart?

          
          Carl looks down at Russell.

          

                              CARL
                    Cross my heart.

          
          Carl sits at the campfire, the others asleep.    He shakes his
          head and looks up at the house.

                              CARL
                    What have I got myself into, Ellie?

                                                          DISSOLVE TO:

          

          

          EXT. MOUNTAIN, FLAT ROCKY AREA - MORNING

          A frog sits next to Carl's glasses. It CROAKS. Carl's hand
          smacks it like an alarm clock. The frog hops away.

          
          Carl rises, looking up at the house.

                              CARL
                    Morning Sweetheart.

          
          The balloons on the house are wilting.

                              CARL
                    We better get moving.

          
          He scans the camp.   The bird is gone.

                              CARL
                    Huh. Bird's gone. Maybe Russell
                    won't notice.
                        (calls out)
                    Alright, everybody up!

          
          Russell sits up with a SNORT.

                              RUSSELL
                    Where's Kevin? He's wandered off!
                    Kevin! Dug, find Kevin!

          
          Dug crazily searches and sniffs, looking for the bird.

                              DUG
                    Find the bird.    Find the bird...

                    POINT!
          Dug goes rigid like a pointer dog and "points" to the left.

          

                                                                   58.

          

          

                              RUSSELL
                    Oh, look! There he is.

          
          Russell points to the right.   The bird is on top of Carl's
          house.
          Dug turns around.

          

                              DUG

                    POINT!
          The bird has gathered a pile of food on Carl's roof.

          

                              CARL
                    Hey, that's my food!   Get off my
                    roof!

          

                              DUG
                    Yeah, get off of his <>!

          
          In the distance, BABY BIRDS call out.   The bird CALLS back.

          

                              CARL
                    What is it doing?

          

                              DUG
                    The bird is calling to her babies.

          

                              RUSSELL
                    Her babies! Kevin's a girl?
          The bird gobbles the food and jumps off the roof.

          

                              DUG
                    Her house is over there in those
                    twisty rocks.
          Miles off is a huge grouping of rocks; the LABYRINTH.   The
          baby birds call from somewhere inside.

          

                              DUG
                    She has been gathering food for her
                    babies and must get back to them.

          
          The bird "hugs" Russell goodbye and pats Carl on the head
          with her beak. She HISSES at Dug.

                              RUSSELL
                    Wait, Kevin's just leaving? But
                    you promised to protect her!

          

                              RUSSELL
                    Her babies need her, we gotta make
                    sure they're together.

          

                                                                   59.

          

          
          The bird hurries off toward the labyrinth.   Carl gathers up
          the hose tether.

          

                              CARL
                    Sorry Russell. We've lost enough
                    time already.

          

                                 RUSSELL
                    Yeah...

          

          EXT. MOUNTAIN, EDGE OF JUNGLE - MOMENTS LATER


          
          The bird rounds a corner and hears rustling in the bushes
          ahead. She scampers back toward the house.

          

          

          EXT. MOUNTAIN, FLAT ROCKY AREA

          Russell chews on some chocolate.

                              RUSSELL
                    This was her favorite chocolate.
                    Because you sent her away, there's
                    more for you.
          Carl rolls his eyes and SIGHS.

          
          They hear rustling from the bushes behind them.

          

                                 CARL
                    Huh?

          

                                 RUSSELL
                    Kevin?

          
          Beta and Gamma, run toward Carl and Russell, viciously
          barking and growling. Carl protects Russell with his cane.

          
          Dug is conflicted.

          
          Alpha walks forward and stares menacingly at Carl.
          He turns toward Dug.

          

                              ALPHA
                        (high-pitched voice)
                    Where's the bird? You said you had
                    the bird.

          

                              DUG
                    Oh, yes. Oh, yes. Since I have
                    said that, I can see how you would
                    think that.

          

                                                                      60.

          

          

                              ALPHA
                    Where is it?

          

                              DUG
                    Uh, tomorrow. Come back tomorrow
                    and then I will again have the
                    bird. Yes.

          
          Alpha BARKS angrily.

          

                              ALPHA
                    You lost it. Why do I not have a
                    surprised feeling? Well, at least
                    you now have lead us to the small
                    mailman and The One Who Smells of
                    Prunes.

          
          Carl and Russell look at Dug.    He turned on them!   Dug
          shamefully lowers his head.

          

                              ALPHA
                    Master will be most pleased we have
                    found them, and will ask of them
                    many questions.
                        (commanding, to Carl)
                    Come!

          

                              CARL
                    Wait, we're not going with you.
                    We're going to the falls!
          Gamma and Beta BARK fiercely at Carl.

          

                              CARL
                    Get away from me! Get down!

          
          The dogs lead Carl and Russell like prisoners.    Dug follows.
          The house is pulled after them, and on the roof: THE BIRD.

          

          

          EXT. MOUNTAIN, DESOLATE ROCKY AREA - DAY

          Alpha leads Carl and Russell through a canyon.

          
          Dogs patrol the tops of the canyon walls.
          Four more large dogs join the group.    Carl and Russell watch
          warily and continue their march.

          
          They round a bend.     Before them is a MASSIVE CAVE OPENING.

          

                                                                      61.

          

          

          

          EXT. MOUNTAIN, CAVE ENTRANCE


          
          The house and balloon canopy are dwarfed as the group
          approaches the huge cave opening.

          
          DOZENS OF DOGS step out of the cave. Carl and Russell stop.
          More dogs approach from the side. Every way Carl turns there
          are more dogs!

          
          Growling and snarling, the dogs surround Carl and Russell.
          Closer... closer...

          
          From the darkness a voice:

                               VOICE (O.S.)
                    Stay!

          
          The dogs stop. A figure peers out from the darkness.      It
          examines Carl, Russell, and the floating house.

          

                              VOICE
                    You came here in that?

          

                              CARL
                    Uh... yeah.

                              VOICE
                    In a house? A floating house?
          The man laughs.   Carl and Russell laugh along nervously.

                               VOICE
                    That is the darndest thing I've
                    ever seen! You're not after my
                    bird, are you? But if you need to
                    borrow a cup of sugar, I'd be happy
                    to oblige!
          The dogs LAUGH uproariously at the man's joke.

          

                              VOICE
                    Well, this is all a misunderstanding.
                    My dogs made a mistake.

          
          The figure walks out toward Carl into the light.   Carl
          recognizes him!

                              CARL
                    Wait, are you Charles Muntz?!

          

                              MUNTZ
                    Well... Yes.

          

                                                                    62.

          

          

                              CARL
                    The Charles Muntz?

          
          Muntz gives him the "thumbs up."

          

                              MUNTZ
                    "Adventure is out there!"

          
          Carl GIGGLES with glee.

          

                              CARL
                    It's really him!
                        (to Russell)
                    That's Charles Muntz!

                              RUSSELL

                        (EXCITED)
                    It is?!?

                        (CONSIDERS)
                    Who's Charles Muntz?

          

                                CARL
                    Him!

          

                                DOG WALLA
                    Yes!    It is him! He is!

                              CARL
                    I'm Carl Fredricksen. My wife and
                    I, we were your biggest fans!

          
          Carl rushes to shake Muntz's hand.    Muntz is charmed.

          

                              MUNTZ
                    Well, you're a man of good taste!

          
          Muntz LAUGHS at his joke.    Carl joins in.

                              MUNTZ
                    You must be tired.     Hungry?

          

                                RUSSELL
                    Uh-huh.

                              MUNTZ
                        (to dogs)
                    Attention everyone! These people
                    are no longer intruders. They are
                    our guests.

          
          The dogs CHEER.

          

                                                                  63.

          

          

                              DOG WALLA
                    Follow me! I like you temporarily.
                    You do smell like prunes. I will
                    not bite you.

          
          Muntz walks into the cave. Carl and Russell excitedly follow.

          

          INT. CAVE - CONTINUOUS


          

                                CARL
                    Wow.

          
          Carl's eyes adjust to the dark. Muntz's dirigible the
          "Spirit of Adventure" is tethered in the cave.

          

                              MUNTZ (O.S.)
                    I'm sorry about the dogs -- hope
                    they weren't too rough on you.

          

                              GAMMA (O.S.)
                    We weren't!

          

                              MUNTZ
                    Go ahead and moor your airship
                    right next to mine.

          
          Muntz gestures to a pylon, where Carl ties off the house.
          Muntz and the dogs walk up the gangplank of the dirigible.

          

                              CARL
                    We're not actually going inside the
                    "Spirit of Adventure" itself?!

                                MUNTZ
                    Oh.    Would you like to?

                              CARL
                    Would I?!?!

          
          Carl GIGGLES like a little boy.

                              CARL
                    Wait up, Mr. Muntz!

          
          Carl and Russell follow up the ramp.

                              CARL
                    Jiminy Cricket.

          
          Dug follows, but is blocked by Alpha and Beta.

                                BETA
                    Not you.

          

                                                                      64.

          

          

                              GAMMA
                    What do we do with Dug?

          

                              ALPHA
                    He has lost the bird.     Put him in
                    the Cone of Shame.

          
          Dug WHIMPERS.

          

          EXT. DIRIGIBLE GANGPLANK - MOMENTS LATER


          
          Alpha, Gamma and Beta walk into the dirigible.   Dug sits
          forlornly with a PLASTIC CONE around his neck.

          

                              DUG
                    I do not like the Cone of Shame.

          

          INT. DIRIGIBLE - TROPHY ROOM

          Carl and Russell are speechless as they walk into the room.
          It's a treasure trove of giant skeletons, stuffed creatures,
          and rare cultural artifacts.

          
          Various servant dogs dust and polish as Muntz leads Carl and
          Russell through the room.

          

                              MUNTZ
                    Most of the collection is housed in
                    the world's top museums: New York,
                    Munich, London... `Course I kept
                    the best for myself.

                              CARL
                    Did you ever! Will you look at that?

                              MUNTZ
                    Oh yes, the Arsinoitherium. Beast
                    charged while I was brushing my
                    teeth. Used my shaving kit to
                    bring him down.
          A dog approaches carrying a menu.    Muntz waves it off.

          

                              MUNTZ
                    Oh, surprise me.
                        (to Carl)
                    Only way to get it out of Ethiopia
                    at the time was to have it declared
                    as "dental equipment!"
          Muntz LAUGHS.   Behind him, a dog can't resist gnawing at one
          of the bones.

          

                                                                  65.

          

          

                              CARL
                    Oh my gosh, the Giant Somalian
                    Leopard Tortoise!

          

                              MUNTZ
                    Oh, you recognize it? I'm
                    impressed! That's an interesting
                    story there...

          
          A dog approaches with a bottle of champagne in his mouth.
          Muntz glances at the bottle.

          

                               MUNTZ
                    Hm, excellent choice.
                        (to Carl)
                    I found it on safari with
                    Roosevelt.
          Two dogs work together to remove the cork from the bottle.
          POP! They sloppily pour two glasses.

                              MUNTZ
                    He and I fell into a habit of
                    playing gin rummy in the evenings.
                    And did he cheat? Oh, he was
                    horrible!

          
          Muntz and Carl LAUGH.   Alpha interrupts.

                              ALPHA
                        (high-pitched voice)
                    Master, dinner is ready.

          

                              MUNTZ
                    Oh dear, broken translator.   It's
                    that loose wire again.
                        (leans down, fixes it)
                    There you go big fella.

          

                              ALPHA
                        (deep scary voice)
                    Thank you Master.
          Russell reacts.

          

                              RUSSELL
                    I liked his other voice.
          Muntz LAUGHS.

          

                              MUNTZ
                    Well, dinner is served!    Right this
                    way.

          

                                                                    66.

          

          

          

          INT. DIRIGIBLE, DINING ROOM


          
          Muntz leads Carl and Russell into the dining room and up to a
          large table.

          

                              MUNTZ
                    So how are things stateside?
                    Almost tempted to go back a few
                    times, but I have unfinished work
                    here... Please.
          Dogs pull back chairs for them.   They sit.   Dog waiters place
          napkins on their laps.

                              MUNTZ
                    I hope you're hungry because
                    Epsilon is the finest chef I've
                    ever had.
          Dogs bring out covered plates, look at each other, and remove
          the silver plate covers at the same time. The meals look
          delicious.

          

                              MUNTZ
                    Oh, Epsilon, you've done it again!

                              RUSSELL
                    Yes!!
          Russell is served a hot dog.   His waiter can't resist and
          eats a bite.

          

                              RUSSELL
                    Hey!

          
          Another dog pours some juice then takes a big slurp from his
          glass.

                              RUSSELL
                    Hey!

          
          Carl looks around, still enthralled.

                              CARL
                    Oh my Ellie would have loved all
                    this. You know, it's because of
                    you she had this dream to come down
                    here and live by Paradise Falls.

          
          He gestures toward HIS HOUSE, tethered outside the porthole
          window.

          

                                                                    67.

          

          

                              MUNTZ
                    I'm honored. And now you've made
                    it!

          

                              CARL
                    You're sure we're not a bother?
                    I'd hate to impose.

          

                              MUNTZ
                    No no! It's a pleasure to have
                    guests -- a real treat.

          
          The dogs erupt into excited barking.

                               DOG WALLA
                    Treat?!   Treat! I want a treat!

          

                              MUNTZ
                    No no, quiet! Calm down.     Calm
                    down...
          In the excitement a dog swipes the rest of Russell's hot dog.

          

                               RUSSELL
                    Hey!

                              MUNTZ

                        (CONT'D)
                    Shouldn't've used that word...
                    Having guests is a delight. More
                    often I get thieves, come to steal
                    what's rightfully mine.

                               CARL
                    No!

          
          Muntz picks up a lantern and walks to the back of the room.

                              MUNTZ
                    They called me a fraud, those...
                    dah! But once I bring back this
                    creature, my name will be cleared.
          The lantern illuminates photographs, drawings, samples,
          feathers. Hundreds of them... all of THE BIRD. Kevin.

          
          This is Muntz's obsession. He looks over to a full size
          skeleton.

          

                              MUNTZ
                    Beautiful, isn't it? I've spent a
                    lifetime tracking it. Sometimes
                    years go by between sightings...

          

                               (MORE)

          

                                                                   68.
                              MUNTZ (cont'd)
                    I've tried to smoke it out of that
                    deathly labyrinth where it lives...
                    Can't go in after it. Once in,
                    there's no way out. Lost so many
                    dogs...
          Muntz is lost in reverie.

          

                              MUNTZ
                    And here they come, these bandits,
                    and think the bird is theirs to
                    take! But they soon find that this
                    mountain is a very dangerous
                    place.

          
          Distracted Russell finally notices the skeleton.

          

                              RUSSELL
                    Hey, that looks like Kevin!

          

                                 MUNTZ
                    "Kevin?"

          

                             RUSSELL
                    Yeah! That's my new giant bird
                    pet. I trained it to follow us.

          
          Muntz and Alpha exchange glances.

                              MUNTZ
                    Follow you? Impossible.      How?

          

                              RUSSELL
                    She likes chocolate.

          
          Russell holds up a chocolate bar to show Muntz.

                                 MUNTZ
                    Chocolate?

          

                              RUSSELL
                    Yeah, I gave her some of my
                    chocolate. She goes ga-ga for it.

          
          Carl swipes the chocolate from Russell and pockets it.

          

                              CARL
                    But it ran off!      It's gone now.

          
          Muntz stares.

          
          He walks to a table full of flight helmets.

          

                                                                   69.

          

          

                              MUNTZ
                    You know, Carl. These people who
                    pass through here, they all tell
                    pretty good stories. A "Surveyor"
                    making a map.
          Using his cane, Muntz topples a helmet from the table.   It
          rolls across the floor.

          

                              MUNTZ
                    A "Botanist" cataloguing plants.

          
          Muntz topples another helmet.
          He lifts a third to show Carl.

          

                              MUNTZ
                    An old man taking his house to
                    Paradise Falls.

          
          He drops the helmet.   It rolls to Carl's feet.

          

                              MUNTZ
                    That's the best one yet. I can't
                    wait to hear how it ends.
          Carl glances around nervously.

          
          Out the window, sitting on the roof of his house, sits THE

          BIRD!

                              CARL
                    Well! It's been a wonderful
                    evening, but we'd better be going.

          
          Carl gets up and pulls Russell from the table.

                              MUNTZ
                    Oh, you're not leaving?

          

                              CARL
                    We don't want to take advantage of
                    your hospitality. Come on Russell.

          
          Carl leads Russell toward the door.

          

                              RUSSELL
                    But we haven't even had dessert
                    yet.

          
          Muntz follows behind them slowly, menacingly.

          

                                                                          70.

          

          

                                MUNTZ
                      No, the boy's right. You haven't
                      had dessert. Epsilon here makes a
                      delicious Cherries Jubilee.

          
          Carl pulls Russell along, Muntz following behind like
          something out of a bad dream.

          

                                MUNTZ
                      Oh, you really must stay. I
                      insist! We have so much more to
                      talk about!

          
          A distant HAUNTED WAIL.         Everyone stops.

          

                                   RUSSELL
                      Kevin?
          Muntz walks to the window and looks out.          Atop the roof he
          sees THE BIRD.

                                   MUNTZ
                      It's here.
          He turns back to Carl... but they're gone.

                                MUNTZ
                          (to dogs)
                      Get them!

          

          INT. CAVE


          
          Carl and Russell untie Carl's house from the pylon.

          

                                   CARL
                      Hurry!

                                RUSSELL
                      I am hurrying!

          
          Dogs descend down the ramp behind them.

                               RUSSELL
                      They're coming!

          
          Carl and Russell run toward the cave opening.
          Dogs block the cave opening.        Carl stops short.

          

                                DUG (O.S.)
                      Master, over here!

          

                                                                         71.

          

          
          Dug points to a tunnel opening deeper inside the cave.     Carl
          and Russell run toward him.

          
          The cave leads to a steep incline.      The dogs are getting
          closer.
          There's no choice but to JUMP.

          
          The lift from the overhead balloons allows Carl and Russell
          to leap down the incline, like astronauts.

                              DUG
                    Go toward the light, master!
          Dogs climb down the rocks, closing in on Carl and Russell.

          
          The bird sees the dogs. She jumps off the house and lifts
          Carl and Russell on her back.
          She runs through the cave, towing the house behind her.
          Russell and Carl HANG ON for dear life.

          
          BANG BANG BANG! Balloons pop as they scrape across the
          ceiling. The house lowers.

          
          Ahead, a giant rock sits in their path. Carl tugs at the
          house but it CRASHES against the rock, pulling Russell onto
          the ground.

                                 CARL
                    Russell!

          
          Dragging on the ground, Russell gets BUMPED around badly.

          

          EXT. MOUNTAIN, CANYON - CONTINUOUS

          The dogs close in on Russell. Alpha bites at his heels.
          Carl fends off Alpha with his cane.

          

                                 CARL
                    Get back!!
          Alpha is about to bite when an avalanche of boulders rains
          down! The dogs stop short.

          
          Carl looks back as the bird keeps running.      Dug is up on the
          canyon wall. He caused the avalanche!

          

                              DUG
                    Go on Master!       I will stop the
                    dogs!
          Dug jumps down to block the path of the approaching dogs.

          

                                                                        72.

          

          

                               DUG
                    Stop you dogs!!

          
          The dogs run around Dug.

          
          Alpha bites Dug by the neck and throws him out of the path.

          
          The bird carries Carl, Russell dragging along behind.    She
          rounds a corner. Russell SWINGS OUT over the abyss.

          
          The bird jumps from rock spire to spire.   Russell swings back
          and forth wildly in the air.

          

                              RUSSELL
                    Help! Help!

          
          Russell does the WILDERNESS EXPLORER CALL.

                              CARL
                    Gimme your hand!
          Carl holds out his cane so that Russell can GRAB it and Carl
          PULLS him back onto the bird.
          Meanwhile Dug manages to rejoin his friends, but just in time
          to reach the end of the line -- A CLIFF EDGE.   A river winds
          100 feet below.

          
          Carl looks above to see the house's momentum pulling forward.

          

                              RUSSELL
                    Hang on to Kevin!

          
          Carl grabs onto Kevin and picks Dug up by the collar.

          
          Just as the dogs reach our gang, the house's momentum carries
          them across the chasm. Alpha bites the bird on the leg but
          is kicked loose and falls into the river below.

          
          Carl LANDS HARD but safely across the river chasm.     The dogs
          are stuck on the other side.
          Carl painfully gets up.    He looks up at his house.   It's
          still intact.

          
          He breathes a SIGH OF RELIEF.

                              RUSSELL (O.S.)
                    Kevin!

          
          The bird tries to stand but SQUAWKS pitifully and falls back
          to the ground. Russell rushes to her side.

          

                                                                     73.

          

          
          The bird's leg has been injured badly by the dog bite.   She
          can't stand.

          
          Russell applies a bandage.

          
          From the distant labyrinth of rocks, the BIRD BABIES call.
          Kevin CALLS back to them. She tries to stand, but can't.

          
          Russell runs to her side.

          

                              RUSSELL
                    No no no! Kevin! Stay down.
                        (to Carl)
                    She's hurt real bad. Can't we help
                    her get home?

          
          Carl looks at the bird's wounds.   He looks to the rock maze,
          then to his house.
          He knows the right thing to do.    And he hates himself for it.

                               CARL
                    Alright.   But we've got to hurry.

          

          INT. DIRIGIBLE, COCKPIT


          
          Dripping wet dogs cower in front of a menacing Muntz.

                              MUNTZ
                    You lost them?

          

                              BETA
                    Uh, it was Dug.

          

                              GAMMA
                    Yeah, he's with them.    He helped
                    them escape!

          
          Muntz snarls in anger.

          

                               MUNTZ
                    Wait.   Wait a minute.   Dug...

          
          He leans over a RADAR TRACKING DEVICE.

          

                                                              CUT TO:

          

          EXT. MOUNTAIN - NIGHT - CONTINUOUS


          
          DUG'S COLLAR SCREEN powers on, and a signal zeroes in on
          Dug's location.

          

                                                                     74.

          

          
          Dug, oblivious, looks out over the landscape, sniffing.

          
          Carl and Russell peek out from behind a tree.

          

                              CARL
                    See anything?

          

                              DUG
                    No, my pack is not following us!
                    Boy they are dumb.
          Dug scampers back to Carl and Russell, who pull the house
          from behind a tree canopy.

                              CARL
                    This is crazy. I finally meet my
                    childhood hero and he's trying to
                    kill us! What a joke.

                              DUG
                    Hey, I know a joke. A squirrel
                    walks up to a tree and says I
                    forgot to store acorns for winter
                    and now I am dead. Ha! It is funny
                    because the squirrel gets dead.
          They pull the house, keeping it hidden behind the trees.

          

                              CARL
                    Careful Russell.
          The house bumps into a tree, jostling the injured BIRD on the
          porch.

                              RUSSELL
                    You okay, Kevin?
          Kevin goes back to sleep.    Russell looks at her BANDAGED LEG.

          

                              RUSSELL
                    You know what, Mr. Fredricksen?
                    The wilderness isn't quite what I
                    expected.

          

                               CARL
                    Yeah?   How so?

                              RUSSELL
                    It's kinda... wild. I mean, it's
                    not how they made it sound in my
                    book.

                              CARL
                    Hmm, get used to that, kid.

          

                                                                    75.

          

          

                              RUSSELL
                    My dad made it sound so easy. He's
                    really good at camping, and how to
                    make fire from rocks and stuff. He
                    used to come to all my Sweatlodge
                    meetings.

          
          Russell smiles at the thought.

          

                              RUSSELL
                    And afterwards we'd go get ice
                    cream at Fentons. I always get
                    chocolate and he gets butter-
                    brickle. Then we'd sit on this one
                    curb, right outside, and I'll count
                    all the blue cars and he counts all
                    the red ones, and whoever gets the
                    most, wins. I like that curb.
          He looks up at Carl.

                              RUSSELL
                    That might sound boring, but I
                    think the boring stuff is the stuff
                    I remember the most.
          They walk in silence.   Carl understands.

          
          The bird babies CALL OUT in the distance.    Kevin CALLS BACK.

          

                              RUSSELL
                    Look, there it is!

          
          Russell spots the labyrinth, now close by.   He tries to run
          but is pulled back by his tether.

          
          LAUGHING, Carl unclips Russell's tether.

                              CARL
                    Hold on Russell, stand still!

          
          Carl ties the hose harnesses to a tree, securing the house.
          Russell helps Kevin off the porch and the group run toward
          the labyrinth entrance.

          
          Kevin is reenergized by the sound of her babies.   She runs
          off ahead. Carl and Russell LAUGH.

          

                              CARL
                    Look at that bird go!

                              CARL
                    Wait up, you overgrown chicken!

          

                                                                      76.

          

          

                              RUSSELL
                    That's it, go Kevin!      Go find your
                    babies!

          
          Just as they approach the entrance to the labyrinth, a fierce
          spotlight hits them. MUNTZ'S DIRIGIBLE lowers overhead.

          

                              RUSSELL
                    Run Kevin! Run!

          
          A net shoots out and binds her. She falls and CALLS OUT.

          

                                RUSSELL
                    Oh no!

          
          The net catches on a rock. Carl and Russell run to her aid.

          

                              CARL
                    Russell, give me your knife!

          
          Carl saws frantically at the net.

          

                              MUNTZ (O.S.)
                    Get away from my bird!

          
          Muntz and his dogs descend from the dirigible.     Beside them,
          a group of dogs drag forward CARL'S HOUSE.

          
          Muntz hurls a lit lantern.      Flames burst up beneath the house.

          
          Heat waves ripple up.   Balloons POP.    Carl's house LOWERS
          into the fire.

          

          

          INT. CARL'S HOUSE, LIVING ROOM - CONTINUOUS


          
          Inside the living room, Ellie's photo crashes to the floor.

          

          EXT. MOUNTAIN, LABYRINTH GATE - CONTINUOUS


          

                                CARL
                    No!

          
          Carl panics.    He rushes toward the house, dropping the knife.

          
          Muntz motions to the dogs. They swarm past Russell, knocking
          him down and grabbing the bird in the net.

          

                                RUSSELL
                    No!
          Carl pulls his house away from the flames.

          

                                                                     77.

          

          
          The bird CALLS OUT plaintively as the dogs drag her into the
          dirigible.

          
          Muntz follows the bird up the ramp of the dirigible.

          

                              MUNTZ
                    Careful. We want her in good shape
                    for my return.

          

                              RUSSELL
                    Let her go! Stop!

          
          Russell runs after the dogs, but the gangplank closes.
          The dirigible flies off.

          

                               RUSSELL
                    Kevin!
          Carl beats out the flames with his jacket.     He extinguishes
          the flames.

          
          Carl collapses on the side of his house.

                              RUSSELL
                    You gave away Kevin.   You just gave
                    her away.

          

                              CARL
                    This is none of my concern.      I
                    didn't ask for any of this!

          

                               DUG
                    Master.   It's alright.

          

                              CARL
                    I am not your master! And if you
                    hadn't a shown up, none of this
                    would have happened! Bad dog! Bad
                    dog!

          
          Dug slinks off, tail between his legs.
          Carl angrily puts on the harness.

          

                              CARL
                    Now, whether you assist me or not,
                    I am going to Paradise Falls if it
                    kills me.

          
          He walks off.   Russell falls in behind.
          An angry dawn breaks.

          

                                                                    78.

          

          

          

          EXT. MOUNTAIN, ROCKY TERRAIN - DAY


          
          Now barely aloft, Carl pulls the house across the rocky
          landscape.

          
          Russell's harness drags along side, empty.

          
          Russell walks behind.

          

          EXT. MOUNTAIN HILLSIDE - MORNING


          
          With the last of his energy, Carl drags the house into place.
          The house groans as it comes to rest.

          
          Carl drops the hose harness and walks to the edge of a cliff.

          

          EXT. PARADISE FALLS - MORNING


          
          He looks over. He's finally made it: Paradise Falls.
          Torrents of water careen over the massive cliff edge.

          
          Carl takes out Ellie's childhood drawing.    Next to him stands
          the real house, just like Ellie wanted.

                                RUSSELL (O.S.)
                    Here.
          Behind him, Russell throws his sash on the ground.

                              RUSSELL
                    I don't want this anymore.
          Russell walks away.   He sits on a rock, alone.

          
          Carl picks up the sash.   He walks up the steps of his house.

          

          INT. CARL'S HOUSE, HALLWAY - CONTINUOUS


          
          The door opens. Carl steps in.   He's back in his house for
          the first time in days.

          

          

          INT. CARL'S HOUSE, LIVING ROOM - CONTINUOUS

          Carl and Ellie's things are strewn across the floor, a mess
          from the rough journey.

          
          Carl rights Ellie's chair, sets the lamp upright, slides the
          table into position.
          He pushes their two chairs back into their place.

          

                                                                   79.

          

          
          Carl closes his eyes, takes a deep breath, and sits.

          
          Quiet.

          
          Nothing, save the distant sound of the falls outside.
          Carl surveys the room.

          
          The ADVENTURE BOOK rests on a table near him.   He opens it
          and puts Ellie's drawing back.
          He looks through the pages, remembering the newspaper
          clippings and old photographs, the dreams of young Ellie.
          He turns to the page marked: STUFF I'M GOING TO DO.

          
          Carl sighs. He managed to bring the house to the falls, but
          Ellie never made it.
          He closes the book.   But as he does, Carl sees something he
          hadn't before.

          
          The blank pages at the end are no longer blank.
          A WEDDING PHOTO of the two of them.
          On a picnic. Celebrating birthdays. Another and another...
          photos of their ordinary life together, the ups and downs.
          Carl's face warms. Ellie lived the life she wanted: she saw
          adventure in everyday life.

          
          A photo of the two of them sitting side by side, together, in
          their chairs. Beneath it, Ellie has written:

          

             "THANKS FOR THE ADVENTURE -- NOW GO HAVE A NEW ONE!

             LOVE, ELLIE."
          Carl smiles.

          
          He looks over to Ellie's empty chair.   On the arm is
          Russell's sash. Carl picks it up.
          He looks to Ellie's chair.

          
          He crosses his heart.

          

          EXT. CARL'S HOUSE - MOMENTS LATER


          
          Carl walks from the house and calls from the porch.

                                CARL
                    Russell?

          

                                                                     80.

          

          
          But Russell is nowhere to be seen.

          
          A shadow crosses Carl. He looks up to see Russell floating
          off, hanging from a BUNCH OF BALLOONS.

          

                               CARL
                    Russell!

          

                              RUSSELL
                    I'm gonna help Kevin even if you
                    won't!

          
          Russell fires up a LEAF BLOWER and steers himself off into
          the sky.

          

                              CARL
                    No, Russell! No!
          Carl runs back to his house and tries in desperation to lift
          it. He struggles, but the house doesn't budge. The balloons
          have lost too much helium.

          
          Furious, he THROWS a chair off his porch.    It lands atop the
          mountain rocks with a thud.

          
          This gives him an idea.

          

                                                              CUT TO:
          The GRAMOPHONE smashes onto the rocky ground. Chairs,
          dressers, tables; Carl throws them all out of the house.

          
          Slowly, one corner of the house lifts.   Then another.
          Carl struggles to push a refrigerator from the porch.    It
          teeters... and falls. The house lifts off!

                               CARL
                    Wahhoo!

          
          The house floats off into the sky, leaving a huge pile of
          things. Beside it sits Carl and Ellie's chairs, side by side
          atop Paradise Falls.

          

          

          EXT. CARL'S HOUSE, FLOATING

          The house soars into the air, sails billowing.

          

          

          INT. CARL'S HOUSE, LIVING ROOM

          Inside the house, Carl adjusts his steering, scans the skies.

          

                                                                    81.

          

          
          KNOCK KNOCK KNOCK.    Carl's eyes go wide.

          

                                 CARL
                    Russell?

          

          INT. CARL'S HOUSE, PORCH - CONTINUOUS


          
          The door swings open.

          

                                 CARL
                    Dug!

          

                              DUG
                    I was hiding under your porch
                    because I love you. Can I stay?

          

                              CARL
                    Can you stay? Well, you're my dog
                    aren't you? And I'm your master!

                              DUG
                    You are my master?!
          Dug lunges forward and overwhelms Carl with dog kisses.

                                 DUG
                    Oh boy.     Oh boy!

          

          EXT. CARL'S HOUSE, FLOATING - CONTINUOUS


          
          The house flies off into the sky.

                              CARL (O.S.)
                    Good boy, Dug. You're a good boy!

          

          EXT. OPEN SKY - DAY


          
          Russell steers through the clouds toward the DIRIGIBLE.

          

          INT. DIRIGIBLE - CONTINUOUS


          
          Dogs play poker. Behind them, Russell flies past with the
          leaf blower. They turn to look.

          

          EXT. DIRIGIBLE


          
          Russell steers wobbly toward an open dirigible window.    He
          smashes into the wall.

          

                                                                     82.

          

          

                                 RUSSELL
                    Ooph!

          
          He tries again and TUMBLES through the window.

          

          INT. DIRIGIBLE - CONTINUOUS


          
          Russell releases the balloons and picks up the leaf blower,
          ready for action.

                                RUSSELL
                    Yes!    Don't worry Kevin! I'll save -
          Growling dogs move toward him.

          
          Russell blows the leaf blower at the dogs.

          

          INT. DIRIGIBLE, CAGE ROOM

          Muntz stares into the bird's cage, mesmerized.     She's
          miserable and scared.

                              MUNTZ
                    And they wouldn't believe me. Just
                    wait till they get a look at you.

          
          Alpha enters.

          

                              ALPHA
                    Master! The small mailman has
                    returned.

                                 MUNTZ
                    What?

          

          INT. DIRIGIBLE


          
          Dogs tie Russell to a chair.

                                 RUSSELL
                    Let me go!

          
          Muntz enters.

                              MUNTZ
                    Where's your elderly friend?

          
          Russell blows the leaf blower in Muntz's face.

                              RUSSELL
                    He's not my friend anymore.

          

                                                                    83.

          

          
          Muntz grabs the leaf blower and drags Russell out.

          

                              MUNTZ
                    Well, if you're here, Fredricksen
                    can't be far behind.

          

          INT. DIRIGIBLE, TROPHY ROOM


          
          Muntz drags Russell through the trophy room.

                              RUSSELL
                    Where are you keeping Kevin!?

          

          INT. DIRIGIBLE, RAMP ROOM - CONTINUOUS


          
          Muntz sets Russell down and walks to a control panel.

                                 RUSSELL
                    Let me go!

          

                              BETA
                    Scream all you want, small mailman.

          

                              GAMMA
                    None of your mailman friends can
                    hear you.

                              RUSSELL
                    I'll unleash all my Wilderness
                    Explorer training!

          
          Muntz is about to throw a switch when he looks out the
          porthole. Flying toward him is CARL'S HOUSE!

          

                              MUNTZ
                    Alpha! Fredricksen's coming back.
                    Guard that bird. If you see the
                    old man, you know what to do.

          
          Muntz pulls the switch and walks out of the room.

                              RUSSELL
                    Hey, where are you going?    I'm not
                    finished with you!

                              MUNTZ
                    Nice talking with you.

          
          Muntz slams the door.
          Light emerges from the floor.    Russell is on the ramp, which
          is opening. Russell REACTS.

          

                                                                    84.

          

          

          

          INT. DIRIGIBLE, COCKPIT


          
          Muntz enters the cockpit and takes the wheel.

          

                              MUNTZ
                    Where are you, Fredricksen?

          

          EXT. DIRIGIBLE


          
          The dirigible turns, revealing Carl's house sneaking up
          behind.

          

          INT. CARL'S HOUSE, LIVING ROOM


          
          Carl steers toward the cockpit. He dons Russell's sash, then
          hooks his cane onto his back. He's fighting for a cause.
          He hears SCREAMING. It's Russell! Tied to his chair, he
          slides down the ramp as it lowers, closer and closer to the
          edge.

          

                               CARL
                    Russell!
          Carl steers his house to the dirigible.

          

          

          EXT. DIRIGIBLE, RAMP - CONTINUOUS

          Carl flings the hose, HOOKING it to the ramp railing. Using
          his cane as a zip line, Carl slides to Russell, catching him
          just as Russell slides off the ramp edge. They land safely
          together.

          

                              RUSSELL
                    Mr. Fredricksen!

          

                               CARL
                    Dug!   Bring `er over!
          Dug winches in the hose caddy, pulling the house closer to
          the dirigible ramp.

          
          Carl carries Russell into the house.

          

          INT. CARL'S HOUSE - CONTINUOUS


          
          Carl sets Russell, still bound, down in the front hall.

          

                                                                     85.

          

          

                              RUSSELL
                    You came back for Kevin!     Let's go
                    get her.

          

                              CARL
                    I'm getting Kevin.    You stay here!

          

                              RUSSELL
                    But I want to help!

          

                              CARL
                    I don't want your help.     I want you
                    safe!
          Carl leaps back into the dirigible.    Dug follows.

          
          Russell STRUGGLES against his bonds.

          

          INT. DIRIGIBLE, HALLWAY


          
          Carl and Dug sneak down a hall. They see dogs ahead and hide.

                              CARL
                    How do we get past these dogs?

                              DUG
                    Uh... POINT!
          Dug points to a grate in the wall.

          

          

          INT. DIRIGIBLE, GAS CELL AREA

          Dug leads Carl "backstage" through a vent shaft into the
          dirigible. They sneak past two biplanes.

          

          INT. DIRIGIBLE, CAGE ROOM


          
          They emerge through a grate near the ceiling. They look down
          into the room where the bird is kept in a cage.

                              CARL
                    Kevin!

          
          The bird recognizes Carl and CRIES OUT.

                              CARL
                    Don't worry Kevin, we're on our
                    way!
          Alpha enters, leading a group of dogs. Carl and Dug duck
          into the shadows and watch unnoticed from above.

          

                                                                       86.

          

          

                              ALPHA
                    Allow no one to be entering through
                    these doors. Guard well that bird,
                    my minions.

          

                              CARL

                        (WHISPERS)
                    What do we do now, Dug?

          
          Dug is lost in ecstacy, chomping on a tennis ball on the end
          of Carl's cane.

          

          INT. DIRIGIBLE, CAGE ROOM - MOMENTS LATER


          
          Carl drops down from the ceiling and stands on the cage.      He
          bangs his cane. All the dogs turn.
          He grabs a ball from his cane and waves it in the air.

          

                              CARL
                    Who wants the ball?

          

                              DOGS
                    Me! I do! I want the ball!

                              CARL
                    Then go get it!
          Carl throws the ball.    The dogs scramble after it.

          

          

          INT. DIRIGIBLE, HALLWAY OUTSIDE OF CAGE ROOM - CONTINUOUS

          The dogs pile into the hallway in pursuit.

          

                              DOGS
                    I'm gonna get there first! Oh gonna
                    get the ball! I'm gonna get it!

          
          Gamma catches it..

                                 GAMMA
                    I got it!!

          
          Behind them Carl shuts the door.    The dogs realize their
          mistake.

                                 GAMMA
                    Uh-oh.

          

                                                                    87.

          

          

          

          INT. DIRIGIBLE, CAGE ROOM


          
          Carl opens the cage door.

          

                              CARL
                    I'm sorry Kevin.      Let's get you out
                    of here.

          

          

          INT. DIRIGIBLE, COCKPIT

          Muntz scans the horizon.    Suddenly the in-ship communicator
          comes to life.

                              DOG WALLA
                        (on radio)
                    Master! He's gone! The old man!
                    He's here! He's got the bird! The
                    bird's gone!

          

                                MUNTZ
                    What?    Calm down!   One at a time!

          

          

          EXT. CARL'S HOUSE, FRONT PORCH

          Russell STRUGGLES to break free of the chair.

          

                              RUSSELL
                    I want to help!
          He manages to get his arms free.

          

                                RUSSELL
                    Ha ha!

          
          Except that all his struggling causes the chair to hop out on
          the porch and fall off.

          
          Russell SCREAMS as he falls.     The hose unspools.

          
          Russell reaches the end of the hose. Russell grabs onto it
          and the chair jostles free, falling thousands of feet down.

          
          The house drifts away from the dirigible.

          

          INT. DIRIGIBLE, COCKPIT


          
          The melee of conflicting reports from the dogs continues.

          

                              DOG WALLA
                    He's in Hall D! He's in Hall B!
                    It's the old man!

          

                                                                     88.

          

          

                              MUNTZ
                    Does anyone know where they are?!?!

          
          On cue, Russell SPLATS into the dashboard window of the
          control room and SQUEEGEES across, dangling from the hose.
          Muntz stares, slack-jawed.

                                 RUSSELL
                    Whoooaaah!

          
          The house floats off.

                              MUNTZ
                        (into radio)
                    Grey leader! Take down the house!

          

          

          EXT. CARL'S HOUSE

          Russell clings to the end of the hose, swaying in the wind.

          
          What's that noise?   From beneath the dirigible emerges...

          

          EXT. OPEN SKY - CONTINUOUS


          
          From beneath the dirigible, three spitfire airplanes emerge.
          As they get closer, it is clear they are being flown by DOGS.

          

                              BETA
                        (into radio)
                    Grey leader, checking in.

          

                              GAMMA
                    Grey 2, checking in.

          

                              OMEGA
                    Grey 3, checking in.
          The planes fall into formation and fly toward the house.

          

                              BETA
                    Target sighted.
          The Dog Squadron Leader bites down on a squeaky bone chew toy
          that fires poison darts.

          
          The biplanes fire and strafe Carl's house with darts.
          Russell SCREAMS, swaying beneath it on the hose.

          

          

          INT. DIRIGIBLE, TROPHY ROOM

          Carl, Dug and the bird escape through the trophy room.

          

                                                                       89.

          

          

                                CARL
                      Come on, Kevin.

          
          Behind the door, Muntz is waiting for them.       He grabs a sword
          from the wall display and attacks.
          Dug hears and BITES Muntz on the leg.

          
          Muntz kicks Dug loose and out the door.    He slams it shut.

          

          INT. DIRIGIBLE, OUTSIDE OF TROPHY ROOM - CONTINUOUS


          
          Locked out, Dug jumps on the door and barks.

          
          He hears growling and turns around.    There stands Alpha and
          the other dogs.

                                 DUG
                      Hi.

          

          

          INT. DIRIGIBLE, HALLWAY

          Dug runs.   The dogs give chase.

          

          

          INT. DIRIGIBLE, TROPHY ROOM

          Muntz swings his sword at Carl but misses.    Carl uses his
          cane to defend himself.

          

          OLD MAN SWORD FIGHT!
          Muntz smashes his trophy collection as he swings for Carl.
          His sword gets stuck in a mounted skeleton.
          Carl swings his cane and hits Muntz on the head. The tennis
          balls bounce the cane off Muntz and smack Carl in the face.

          
          Muntz pulls the sword free. He raises the sword over his
          head to strike and his back CRACKS loudly. He's stuck! Carl
          raises his cane over his head and his back CRACKS too.

          
          Carl and Muntz STRUGGLE to move. Muntz CRACKS his back free
          and kicks Carl in the chest, knocking him against a trophy.
          He has the upper hand now. He throttles him with his arm and
          lifts his sword.

          

                                MUNTZ
                      Any last words, Fredricksen?   Come
                      on, spit it out!
          Carl spits his FALSE TEETH at Muntz.    He falls backwards.

          

                                                                        90.

          

          
          Carl collects his teeth and motions for Kevin.

          

                                 CARL
                    Come on!

          
          Muntz advances on Carl, who struggles to protect the bird.

          
          Muntz is a wild man now, smashing and destroying anything
          that gets in his way.

          

                              MUNTZ
                    Enough! I'm taking that bird back
                    with me alive or dead!
          Carl trips and falls to the floor.     Muntz is about to deal
          the final blow.

          

          INT. DIRIGIBLE, COCKPIT


          
          Meanwhile Alpha backs Dug into the control panel.        He bumps a
          a LEVER.

          

          

          EXT. DIRIGIBLE - CONTINUOUS

          The entire dirigible rocks wildly to the side.

          

          

          INT. DIRIGIBLE, TROPHY ROOM

          Muntz is knocked off balance.     He slides to one side.    Trophy
          cases slide after him.
          The dirigible tilts to the other side.

          
          The broken trophy cases barrel straight toward Carl!
          Carl is thrown into a window which bursts open. Carl falls
          through but manages to grab the frame with his cane. He
          dangles out over open air.
          He sees the biplanes circling the house, Russell hanging
          beneath it.

          
          The ship corrects again.      Carl climbs back inside.
          Muntz comes at Carl.

          

                              CARL
                    Come on, Kevin!

          

                                                                     91.

          

          

          

          EXT. SIDE OF DIRIGIBLE - CONTINUOUS


          
          Carl climbs the work ladder up the side of the dirigible.    He
          pushes the bird along as he goes.

          
          Muntz follows up.

          

          INT. DIRIGIBLE, COCKPIT


          
          Alpha throws Dug viciously across the room. Alpha throws him
          again and Dug crashes into the steering wheel, knocking a
          radar shade off the control panel.
          Alpha moves in.     Dug hides behind the steering wheel.

          

                              ALPHA
                    I will have many enjoyments for
                    what I am about to do, Dug.

          
          Alpha lunges at Dug through the steering wheel.    Dug cowers,
          but then notices the RADAR SHADE.

          
          As Alpha lunges again, Dug jams the shade over Alpha's head.
          Alpha's head is stuck, trapped by the cone.
          The dogs all GASP.

          

                              MISC DOG
                    He wears the Cone of Shame!

                              ALPHA
                        (high-pitched voice)
                    What? Do not just continue
                    sitting! Attack!

          
          The bump caused his collar to go funny again.    The dogs all
          howl with laughter.

          

                              ALPHA
                        (high pitched voice)
                    No! No! Stop your laughing! Get
                    this off of me!

          

                              DUG
                    Listen you dog!     Sit!
          Surprised at Dug's moxy, Alpha sits.    All other dogs sit too.

          

                              DOG WALLA
                    Yes, Alpha.

          

                                                                   92.

          

          

                              DUG
                    Alpha? I am not Alpha, he is-

                        (REALIZING)
                    Oohhhh!

          

          EXT. CARL'S HOUSE


          
          Russell TRIES TO CLIMB the hose.   His hands are about to give
          out.
          The biplanes head straight at Russell.

          

                              RUSSELL
                        (out of breath)
                    I can't do it!

          
          Behind him, Carl is climbing the side of the dirigible for
          dear life, Muntz closing in.

          

                              CARL
                        (far in the distance)
                    Russell!

                                RUSSELL
                    Huh?

          
          Carl calls for help: the WILDERNESS EXPLORER CALL.

                              RUSSELL
                    You leave Mr. Fredricksen alone!

          
          Russell CLIMBS!
          He's more machine than boy now. Biplanes shooting the whole
          way, he climbs up onto the porch.
          The biplanes close in.

          
          Russell yells to them.

          

                                RUSSELL
                    Hey!
                        (pointing down)
                    Squirrel!

          
          All the dog pilots snap to attention.

                                GAMMA
                    Squirrel?

          

                              OMEGA
                    Where's the squirrel?!

          

                                                                     93.

          

          
          The planes dive, crash into each other.   The dog pilots
          parachute out.

          

                               GAMMA
                     I hate squirrels.

          

          EXT. SIDE OF DIRIGIBLE


          
          Carl climbs. Muntz grabs Carl's foot. Carl defends himself
          with his cane, knocking Muntz off the ladder. Muntz catches
          on to a rung of the ladder.

          
          He watches Carl and the bird climb.

          
          Muntz descends the ladder.

          

          EXT. DIRIGIBLE, TOP - DAY


          
          Carl and the bird make it to the top of the dirigible.
          Suddenly, a trap door opens. Carl GASPS... but it's Dug!

          

                               CARL
                     Dug!
          Dug jumps up on Carl, licking his face.

          

                               DUG
                     Master!
          The house bears down on them.    They run to meet it.

          

                               CARL
                     Russell!! Over here!!    Let's go!

          
          Russell steers the house toward Carl.

                               RUSSELL
                     Mr. Fredricksen!

          
          The house slows and lowers atop the airship.    Carl HOISTS the
          bird up onto the porch.

          

                               CARL
                     Come on, Kevin!
          Carl helps Dug onto the porch.   He climbs up himself...

          
          BLAM!   Muntz appears on top of the dirigible with a rifle!

          
          A bullet blasts through Carl's balloon strings. A third of
          them break or shoot skyward. The house plummets, crashing
          onto the dirigible.

          

                                                                     94.

          

          
          Carl is THROWN from the house onto the airship.

          
          The house slides toward the edge, Russell, Dug and Kevin
          still inside.

          

                                 CARL
                      No!

          
          Carl SCRAMBLES to grab the hose trailing from the sliding
          house. The house slides on to the dirigible's tail fin.
          Holding the hose, Carl digs in his heels and is just able to
          stop it.

          
          The house teeters on the very edge of the tail fin.

          

                                CARL
                     Russell!   Get out of there!
          Russell, Dug and Kevin run toward the front porch.

          
          BLAM!   A bullet smashes the door jam next to them.

          
          Muntz storms toward the house.    Carl holds desperately to the
          hose.

          

                                 CARL
                     No!    Leave them alone!

          
          Russell and others duck inside and slam the door.

          
          The house tilts, threatening to tip off at any second.   Carl
          holds on for his life.

          
          Muntz POUNDS on the door with the butt of the rifle.

          

          

          INT. CARL'S HOUSE, HALLWAY

          Russell, Dug and Kevin back away from the door.

          

          

          EXT. DIRIGIBLE, TOP

          The house slides farther over the edge.

          
          Carl struggles to hold on. The hose caddy is ripping free
          from the house! The bolts pop from the wooden siding... it's
          about to go!

          

          

          INT. CARL'S HOUSE

          Russell, Dug and Kevin run into the living room.

          

                                                                    95.

          

          

          

          EXT. DIRIGIBLE, TOP


          
          Muntz KICKS the door.

          
          Suddenly, Carl has an idea.

                                CARL
                      Russell! Hang on to Kevin! Don't
                      let go of her!

          

          

          INT. CARL'S HOUSE, LIVING ROOM

          Confused, Russell follows Carl's directions.   He Dug and the
          bird huddle together.

          
          Muntz breaks through the door.    He lifts his rifle and sights
          the bird...
          Through the window, Carl yells out.

          

          

          EXT. DIRIGIBLE, TOP


                                 CARL
                      Kevin!   Chocolate!

          
          Carl holds aloft a bar of chocolate.

          

          INT. CARL'S HOUSE, LIVING ROOM


          
          Kevin lunges, pushing past Muntz and knocking the rifle from
          his hands.

          
          Muntz lunges after them.

          

          EXT. CARL'S HOUSE - CONTINUOUS


          
          The hose caddy breaks free.
          Kevin leaps through the window, Russell and Dug hanging from
          her side.

          
          Muntz leaps after them.
          But balloon strings tangle around his leg and pull him back.

          
          Muntz hangs for a moment... It's thousands of feet from the
          ground....
          He falls.

          

                                                                       96.

          

          

          

          EXT. DIRIGIBLE, TOP


          
          PANTING, Carl is left holding the hose.   He PULLS himself
          toward the edge.

          
          The hose curves beneath the tail fin.    Finally it swings
          out...

          

                              RUSSELL
                    That was cool!
          Russell and Dug dangle from it, sitting on Kevin.     The bird
          holds on to the hose with her beak.
          Carl LAUGHS, relieved.

          

                              CARL
                    Don't jerk around so much, kid!
          Russell climbs up, followed by the bird and Dug.

                              DUG
                    Oh I am ready to not be up high.
          Carl LAUGHS heartily as Dug jumps on him and licks his face.
          Carl looks into the distance. His house, now empty, floats
          softly down into the clouds, and disappears.

                              RUSSELL
                    Sorry about your house, Mr.
                    Fredricksen.

          
          Carl smiles.   He puts his arm around Russell.

          

                              CARL
                    You know, it's just a house.
          Carl, Russell, Dug and Kevin stand on the tail of the airship
          floating off over the clouds.

          

                                                           DISSOLVE TO:

          

          EXT. MOUNTAIN, LABYRINTH GATE - AFTERNOON


          
          Carl and Russell hold and cuddle the baby birds.     The babies
          peck at Carl's head. Carl and Russell LAUGH.

          

                              CARL
                    Ow! Ow! Ow!

                              RUSSELL
                    Look at you. You're so soft.

          

                                                                       97.

          

          
          Kevin CALLS OUT, waiting for the babies at the gate to the
          LABYRINTH. Time to go.

          

                              CARL/RUSSELL

                        (DISAPPOINTED)
                    Awwww!

          

                              RUSSELL
                    I wish I could keep one.

          
          The babies run to the bird.      One stops to HISS at Dug.

          
          Carl has misplaced something.

                               CARL
                    Huh, where's my cane?      I just had
                    it here...
          Kevin starts HACKING.    She COUGHS up the cane.

          
          Babies start HACKING too.     They COUGH up tennis balls.

          

                              CARL
                    You know what? Keep `em.       A little
                    gift from me to you.
          The bird family enters the labyrinth.     Carl and Russell wave.

          

                                 RUSSELL
                    Bye Kevin!
          The bird looks back toward Carl and Russell and CALLS OUT one
          last time before disappearing into the mist.

          

          INT. DIRIGIBLE, COCKPIT - LATER

          Carl and Russell both wear matching leather flight helmets
          and goggles.

          

                                 RUSSELL
                    Ready?
          Carl gives a thumbs up.

          

                                 CARL
                    Ready!

          

                                                                   98.

          

          

          

          EXT. DIRIGIBLE


          
          Muntz's dirigible ascends into the sky. Dug and all of
          MUNTZ'S DOGS stick their heads out the dirigible windows,
          barking as they fly into the sunset.

                                                         DISSOLVE TO:

          

          

          INT. AUDITORIUM


                              CAMP MASTER STRAUCH
                    ...and by receiving their badges,
                    the following Explorers will
                    graduate to Senior Explorers.

          
          Each Junior Wilderness Explorer stands next to his father.
          As the Camp Master announces the achievement he hands the
          father a badge, who pins it to his son's sash.

          

                              CAMP MASTER STRAUCH
                    For Extreme Mountaineering Lore...
                    Congratulations, Jimmy.
                        (hands badge to dad)
                    For Wild Animal Defensive Arts...
                    Congratulations, Brandon.
                        (hands badge)
                    For Assisting the Elderly...
          Russell is tanned and dirty.   And alone.

                              CAMP MASTER STRAUCH
                    Uh, Russell? Is there... someone
                    that... uh...

          
          The Camp Master CLEARS HIS THROAT uncomfortably.   Russell
          looks for his dad in the audience.

                              CARL (O.S.)
                    Excuse me. Pardon me.    Old man
                    coming through.
          Carl takes his place next to Russell.

          

                              CARL
                        (to Camp Master)
                    I'm here for him.

                              CAMP MASTER STRAUCH
                    Congratulations, Russell. Sir...

          
          The Camp Master hands Carl the badge and continues down the
          line.

          

                                                                          99.

          

          

                              CARL
                    Russell, for assisting the elderly,
                    and for performing above and beyond
                    the call of duty, I would like to
                    award you the highest honor I can
                    bestow: The Ellie Badge.

          
          Carl pins the badge onto the missing spot on Russell's sash.
          It's Ellie's GRAPE SODA PIN.

          

                                RUSSELL
                    Wow.

          
          Carl smiles.

          
          They salute each other.      Russell gives Carl a hug.   Carl
          returns it.
          Russell's mom sits in the audience with Dug.     Russell proudly
          shows her the badge.

                               CAMP MASTER STRAUCH
                    Alright, I think that covers
                    everybody... So let's give a big
                    Explorer Call to our brand new
                    Senior Wilderness Explorers! Ready
                    everybody?
          The Camp Master leads the audience in the WILDERNESS EXPLORER

          CALL.

          
          Muntz's dogs sit in the back, BARKING in approval.

                                                           DISSOLVE TO:

          

          

          EXT. CURB OUTSIDE FENTONS ICE CREAM PARLOR - DAY

          Carl and Russell sit on a curb licking ice cream cones.
          Russell has chocolate and Carl has butter-brickle.

          
          Cars pass by.

          

                                RUSSELL
                    Blue one.

          

                                CARL
                    Red one.

          

                                DUG
                    Grey one.

                                CARL
                    Red one.

          

                                                                 100.

          

          
          Russell GIGGLES.

          

                              RUSSELL
                    That's a bike!

          

                              CARL
                    It's red, isn't it?

          

                              RUSSELL
                    Mr. Fredricksen, you're cheating.

                              CARL
                    No, I'm not. Red one.

                              RUSSELL
                    That's a fire hydrant.

          
          They LAUGH.

                              CARL
                    Maybe I need new glasses.

          
          Overhead, MUNTZ'S DIRIGIBLE is parked, its ladder in the
          handicapped parking spot.

          

                                                        DISSOLVE TO:

          

          EXT. PARADISE FALLS - AFTERNOON
          
          On top of Paradise Falls sits Carl's house, just as Ellie
          imagined it.


                                   THE END



Up



Writers :   Pete Docter  Bob Peterson  Thomas McCarthy
Genres :   Animation  Adventure  Comedy  Drama  Family


User Comments


Internet Movie Script Database
Back to IMSDb





Index    |    Submit    |    Links    |    Link to us    |    RSS Feeds    |    Disclaimer    |    Privacy policy