SOCIAL-EMOTIONAL LEARNING: Friendship; Caring for Animals; Grieving.


AT A GLANCE: Ages: 6 – 8; MPAA Rating: PG for some peril and action; Animated; 2009; 96 minutes; Color; Available from Amazon.com.

Note that this movie is adored by people of all ages.

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Carl and Ellie fall in love as little kids. Their favorite game is to take imaginary trips exploring far off places. Ellie’s favorite destination is Paradise Falls in the jungles of South America. They grow up and marry but one reason after another keeps Carl and Ellie from taking their trip. Soon they are old and Ellie gets sick. She dies and Carl is plunged into grief. He lives alone in their home with his memories.

Soon after Ellie’s death, Carl is harassed by developers who want to tear down the house and build a skyscraper. The last straw is when Carl is scheduled to move to a retirement community. However, Carl attaches thousands of balloons to his house and flies it away on Ellie’s most cherished dream of adventure, a trip to Paradise Falls. Unbeknownst to Carl, an anxious-to-please Wilderness Explorer Scout named Russell has accidentally come along for the ride. He was under Carl’s porch trying to help Carl and earn a merit badge for assisting the elderly. Initially, Carl has no use for the boy. However, when they get to Paradise Falls, they are caught in the evil clutches of Charles Muntz, an explorer gone mad. Protecting Russell, and the rare bird that Muntz is intent on tracking down, gives Carl a new reason to live.


This movie reprises a loving relationship between Carl and Ellie, and lightly explores Carl’s grief at the loss of his wife. It also shows how Carl gets beyond his grief, the benefits of multi-generational friendship, the thrill of exploration, and the importance of respecting the creatures and environments of remote areas.

The movie’s Paradise Falls and the area around it are modeled after Angel Falls and the tepuis of Venezuela’s Canaima National Park. Children can be introduced to this amazing geological area through the movie.



After Ellie died, Carl was grieving. He was just sitting in his house doing nothing but feeling sad. During the movie, Carl was still sad about Ellie but he wasn’t just sitting in his house being unhappy. What was it that helped Carl start to live again after Ellie died? [Two things: taking his house to Paradise Falls and the fact that he had learned to love Russell.]

Why did Carl decide to take his house to Paradise Falls? What did that do for him?

If you could go on an adventure anywhere in the world, where would you go? [Look at a globe and talk about the place and the trip. Find pictures of the location on the Internet and talk some more.]

Always encourage your child to form opinions and to share them. — Open-ended questions will help get a discussion going.

Muntz created a collar that allowed dogs to speak their thoughts. If your family has a pet, ask, “What do you think our pet would say if we gave it a collar like that?”

Encourage your child to invent a special voice for your pet. On walks or when petting the animal, ask your child to think about what the world is like from the animal’s perspective, through the animal’s eyes, ears, and nose. Help your child put that view of the world into words in the animal’s special voice. Every animal has a personality, interests, particular delights, and specific fears. Help your child express them for the animal using the animal’s special voice. This game can give your family endless fun and fond memories. It will also enhance your child’s ability to empathize with others, an essential stage of emotional development.

Who was your favorite character? Which do you think is most similar to you? Which is the most different?
Just talking with your child fosters verbal, social and emotional learning. — Exercise memory skills by asking about the story, the characters, and the plot. Keep it light and fun.



Select questions appropriate for your child.

1. When Carl is arguing with the construction workers outside of his house, he gets very upset and hits one of the men on the head with his cane. Why did Carl lose his temper?

Talking About It

Carl hit the man because he was angry and upset, and felt like he wasn’t being listened to. All of the pent up anger about Ellie’s death and the harassment by the developer boiled over and Carl lost his temper. The men had just damaged his mailbox, a very sentimental item he had painted with his wife. After the answer is discussed Follow up with this question: “Can yo think of a better way for Carl to have handled the situation?” Point out that the construction worker apologized and tried to put the mailbox back up. Carl should have understood why he was so angry and cooled down. Hitting, or using violence, is never the best choice. Carl didn’t think about another way to handle his anger and it landed him in a lot of trouble and the construction worker got hurt.
When a parent takes a concept from a movie seriously, a child will start thinking about the lessons of the film. Often, it only takes one comment to start a child’s mind going. — You can talk about a movie at any time: right after it is over, in the car on the way to school, during quiet time, or before bed.

2. Did you know that there is really a place that looks like Paradise Falls?

Talking About It

Paradise Falls was based on real trips that the animators took to South America, to visit the “tepuis” and a magnificent waterfall called “Angel Falls”. You can read more about this area on National Geographic, at Wikipedia, and at The Real World Behind Up’s Paradise Falls. Look at the pictures on these websites and talk about them with your child. Another alternative is to watch and talk about the a bonus feature of the DVD entitled “Adventure is Out There”. For a full scale documentary, go to The Lost World of the Tepuis from PBS.
Don’t feel obligated to cover everything in this Guide. One or two questions are all that some children will tolerate. However, if your child watches the movie more than once, on each occasion start a new conversation or pick a new activity. This will enhance verbal development and increase the number of lessons your child takes from the film.

3. At the beginning of the movie, Carl was irritated by Russell and tried to get him to leave. What were Carl’s feelings toward Russell at the end of the story?

Talking About It

As Carl got to know Russell, he realized that he was a sweet, caring boy. Russell’s father was not present in his life, and Russell really missed having a father figure to look up to. By the end of the film, Carl had taken on the responsibility of being the father figure in Russell’s life, supporting him at his Wilderness Explorers ceremony, and taking him for ice cream, just like Russell had imagined doing with his real father. Older people and younger people can definitely be friends, and both can learn a lot from each other. You and your family can volunteer to spend time at a local nursing home or senior community center, offering to read books, play board games, or just come to talk with the residents. Many seniors love chatting with and meeting new people, and most everyone will have some wonderfully entertaining stories to share.


Play and activities are important for developing skills and confidence. While you play these games with your child, remember to talk to your child as much as possible.


Wonderful Words

There are a lot of great vocabulary words used in this movie. Make up a few sentences with words your child might not already know. Ask him or her to make up sentences, too. Try to make your sentences use the same meaning of the word that is used in the film. If your child is going to watch the movie repeatedly, as many children do, spend a little time listening to the film and write down a word or two that your child may not know. Use these words the next time you speak with your child. Also, play with the sounds of the words, exaggerating certain sounds, rolling your tongue, hissing your sss, etc.

Here is a list of some of the interesting vocabulary words in the movie:

South America, dirigible, adventure, Grand Canyon, Mt. Everest, explorer, assist, exclusive, hearing aid, elderly, infirm, cumulonimbus, GPS, bus pass, billion, transfers (bus), waterfall, hoist, parade balloon, tracking (an animal or footprints), prisoner, master (as in Dug wanted Carl to be his master), “did the trick”, protect, “cross your heart”, floating, oblige, misunderstanding, collection, jungle, safari, translator, delightful, thieves, bandits, trained, surveyor, botanist, mountaineering, take advantage, hospitality, dog pack, graduate.
There are many fun ways to incorporate vocabulary into games. Read the words for your children and have them repeat the words back to you. See who can say a word the silliest, the loudest, the softest, the angriest, etc. Look up the meaning of words together, in a book or online. Once you know what the words mean, draw pictures of the meanings and hold a contest for the best picture. Write stories that incorporate as many words as possible.


Your Own Adventure Book

One of Carl’s most prized possessions was the scrapbook kept by his wife, called “My Adventure Book”. In it, she kept lots of news articles and pictures about Paradise Falls, drawings of her future house, ideas for living next to the Falls, and much more. At the end of the movie, Carl discovers that she had kept the scrapbook going for her whole life, and although she didn’t get to go to South America, she considered her happy life with Carl to be just the adventure she wanted. Buy or assemble a scrapbook for your child. If your child is too young to write, make the entries for him or her. Help your child describe dreams, goals, and hopes for the future. Topics for the scrapbook could include: where your child wants to live, what your child wants to do for a living and what adventures he or she wants to have. Encourage your child to keep the scrapbook up-to-date as goals, aspirations, and interests change.


Tales of Adventure

“Adventure is out there” is repeated frequently in the film. Ask your child to share the greatest real adventure he or she has had, and then come up with the greatest imaginary adventure together. Encourage your child to share details describing the weather, the time of day, what was around, what it smelled like, what people were wearing, etc. Share some adventures that you had as a child. You can also write or type the stories out and illustrate them and then put them in your scrapbook.


Find more games to play at Playing for Growth with Family Movies.


Stories are essential tools for verbal development, social-emotional learning, and character education. Intentional parents can use family movies as a basis for storytelling.

Repeat the story of the movie at bedtime, on a rainy day, or at any quiet time. Let your child correct you if you make a mistake and, better yet, encourage your child to tell you the story. Both of you can invent new adventures for Carl, Russell, and all their friends. Your child’s imaginative and verbal capacities will be enhanced if you invent new characters and create situations that are not in the movie. To learn more about enhancing growth and development through stories told to children, go to How to Tell Bedtime Stories . . . Any Time.

Here is a story to read to your child. If you read it at bedtime and your child falls asleep before you are finished, complete the story some other time.


Goodbye, Grandpa

Lola was a young rabbit who lived in a warren under a big oak tree. Her soft brown fur was speckled with whites and grays, and her dark eyes often glimmered with excitement.

The big oak tree stood tall and strong. It grew in the middle of a field where cows grazed on sweet grass. Under the thickest root of the tree was a small den where Lola lived with her mom, dad and grandpa. Mom had dark gray fur and was plump and cuddly. Dad was long and lean. His fur was pale brown, and could easily blend in with the dirt. Dad’s brown fur had saved his life many times. Usually, it was when he was eating tender shoots of lettuce in a garden and the farmer suddenly appeared. Dad would simply lie down, very still. The farmer could look right at him, but couldn’t tell him from the ground.

Grandpa was gray; “silver” he proudly said. He had a glimmer in his eyes, like Lola, and long, long ears that drooped down to his chest. Sometimes, if he was feeling tired, they dragged on the ground when he hopped. Grandpa used to tell Lola that when he was a little bunny, his ears stood straight up and they would touch the leaves on the trees. Lola was never certain if he was telling the truth. She’d never seen a rabbit’s ears stand up that tall; but then again, Grandpa’s ears were the longest in the warren.

Lola’s den was warm and cozy. Every morning, especially in the winter, Lola was the last to wake up, preferring the warmth of the den over the cold air outside.

When she’d finally wake up, Lola would hop slowly to the entrance of the den. She would rest on her back legs and peek out, ears up, pink nose twitching, looking for any sign of danger. Before she could scan the entire field, Grandpa would pop up a few feet away and say “All’s clear over here, scout!”

“Okay,” she would call back, “I’m just gonna go back inside!” But often she wouldn’t go back inside. Instead, crouching down and crawling on her belly, she would sneak up behind Grandpa. When he was least expecting it, she’d pounce and tickle him behind his long gray ears.

Ever since she was a baby rabbit, Lola and her grandpa had a special connection. After all, they had that same twinkle in their eyes. Lola thought that Grandpa was probably her best friend.

There weren’t enough dens in the warren for all the new rabbit families that wanted homes. And so, when Lola was very young, the Chief Rabbit sent her parents to help dig dens for a new warren several fields away. They were gone for four days and Lola stayed at home with Grandpa. When Mom and Dad came back, the den was filled with white clover flowers and there was almost no place for them to sleep. In their absence, Grandpa had shown Lola the clover patch near a small creek that wound through the field. Lola had tasted the white flowers of the clover and, right away, they were her favorite treat. She and Grandpa had spent the days her parents were away collecting white clover flowers and bringing them to the den for a welcome home feast. As the family nibbled happily on their delicious dinner, little Lola told Mom and Dad that white clover blossoms were called “Grandpa flowers”.

Lola’s love for clover flowers, and for Grandpa, continued to grow as they both got older. Sometimes, if he was feeling strong enough, Grandpa would hop with Lola to the creek. They would explore all the different types of flowers, ferns, grasses and bugs. Grandpa would show Lola the best way to pick a clover flower, firmly and with a quick snap of the teeth, in order to get the juiciest, freshest taste. Lola thought that her grandpa was the smartest rabbit in the world.

As Lola continued to grow, the light of summer evenings allowed the rabbits to stay out later than normal. Lola and Grandpa would spend the day exploring nearby fields. Grandpa told Lola stories about Grandma Lola, Grandpa’s wife. Before Lola was born, Grandma had been caught in a trap and ended up in a rabbit stew. Lola was named after her Grandma.

Grandpa would talk about the plans that he and Grandma Lola had made to explore places that few rabbits had ever visited; places that they heard about when traveling rabbits stopped by the warren on their way to distant fields. The travelers kept the rabbits up all night, telling stories of their adventures.

On lazy summer days, as they rested in the safety of a thicket, Grandpa would tell Lola about the far away fields that he and Grandma had planned to visit. After awhile, Lola’s eyes would begin to close, and grandfather and granddaughter would nap in the warm summer sun until calls of “Looolllaaa!! Grrraaaaannndddppaaa! Dinnnnnnerrr!” drifted over the warm grass.

As time went on, the clovers stopped growing as thick and plentiful as they had when Lola was young. Humans had started to spray the fields and meadows with chemicals to stop the clovers from growing; it wrecked their crops, they said. While the rabbits still found plenty of grass to eat, it was “Grandpa flowers” that Lola really wanted. At first she would cry and whine to anyone who would listen, asking why there were no tasty clover flowers. Eventually she realized that clover was hard to come by, and could only be found after a dangerous journey across the road and into the far away fields six farms over.

It was getting close to Lola’s birthday and one morning after a walk along the stream, Grandpa asked Lola what she wanted for her present.

“If I could have anything in the whole wide world?!” she asked, blinking her dark, shining eyes.

“Anything!” her grandpa replied, his eyes glimmering back.

Lola grinned, and at the same time, both she and her grandpa yelled, “Grandpa flowers!”

When Lola woke up on the morning of her birthday, Mom and Dad were busy at their work. Dad was laying out grass for breakfast, and Mom was digging, enlarging the den. When they heard Lola stir, Mom and Dad stopped what they were doing and tossed wildflowers onto her sleepy face. “Happy birthday!” they sang in unison. Lola giggled as the rainbow of petals showered down.

They had a breakfast of fresh water and sweet grass.

“Where’s Grandpa?” Lola asked. Mom and Dad just smiled and kept eating. Lola asked again. And again. And again. And was just about to ask again, when Dad sighed. Lola knew her dad was giving in.

“Well . . . he wanted it to be a surprise . . . but he went to get you clover flowers for your present,” her dad said.

Lola couldn’t believe it. Fresh clover flowers! It had been so long. She closed her eyes and imagined their sweet taste.

Lola waited all day for Grandpa to return. By nightfall, he still had not come back. Lola began to worry. What if a hawk had snatched him up? Or he had gotten caught in a trap like the one that took Grandma? Or what if the stories were wrong, and there weren’t any clovers at fields six farms over and he wound up wandering forever, like the traveling rabbits who told stories of dangerous adventures in far off places?

Lola could tell that something wasn’t right, because Mom and Dad were talking to each other in hushed voices. They only did this when there was a problem or if something very important was going on.

Lola didn’t sleep much that night. She kept waking up and looking around for Grandpa, but he still wasn’t home. By the time the sun rose the next morning, Dad had left to go look for Grandpa. Lola and Mom snuggled quietly all day.

It was hours and hours before Dad came back, looking sorrowful and tired. Lola hopped out to greet him but something was wrong. “Lola, honey, go wait inside,” her dad said. He seemed so sad she didn’t even think to disobey.

Peeking out from around the opening of their den, Lola could hear Dad and Mom talking behind the oak tree in low voices. She couldn’t make out what they were saying. They talked for what felt like ages, before slowly hopping back to the den. Mom had tears in her eyes. They told her that Grandpa loved her very much, and that she meant a lot to him. Lola still wasn’t sure what was going on, but found that she was crying. “I’m scared,” she said between sobs.

Mom and Dad hugged her tight and Dad said, “Honey, Grandpa died. I went to go look for him because we were getting worried, and when I made it to the field over the road and six farms away, some rabbits found me and told me what had happened. He was picking clover flowers when he fell down, and didn’t get back up.”

Lola sobbed and sobbed. She, Mom and Dad sat in their den, crying together. Mom and Dad held her tight, saying “It’s okay, little baby.” Lola couldn’t understand. Grandpa was dead. It wasn’t okay.

Lola couldn’t believe that this was really happening. She wondered if maybe her mom and dad were lying and playing a mean trick. She cried hard, saying “no, no, no, no” over and over again. Eventually, with tears in her eyes, she fell asleep.

During the night, Lola woke up and thought that if she had never asked for clover flowers for her birthday, Grandpa would never have gone away. He died because he took that long journey. It was her fault; she was sure of it. Another idea came to Lola- maybe he was still out there, maybe he wasn’t really dead.

The sad little rabbit got up very quietly, trying to not rouse Mom or Dad. She crept out of the hole and looked at the field. A full moon lit up the sky. Surely, he was still out there. Just as Lola was about to hop away to find her grandpa, she felt a nip on her tail.

“Where do you think you’re going, my love?” said her mother.

“To find Grandpa. It’s my fault he went over there. I was the one who wanted clover flowers. If I hadn’t asked for clover flowers for my birthday, he would still be alive.” Tears came again. “And he would still be here, and I would still have him! It’s all my fault! He must hate me. You and Dad must hate me!” Lola broke into a loud fit of sobbing and buried her face in her mom’s soft fur.

“Lola, look at me” said her mom, holding Lola’s face in her paws. “I love you. Your dad loves you. Grandpa loved you very much, too, and knows that you loved him. It’s absolutely not your fault. Rabbits die when it’s their time to go, and it was Grandpa’s time. It would have happened soon, whether he went to find clover flowers or not. Trust me, Lola; it has nothing to do with you. Grandpa had a long and very happy life.” Lola’s mom pulled her tight and the two rabbits hugged and cried.

What Lola’s mom had said helped the little rabbit, but Lola was still very sad. She spent the next few days absentmindedly hopping around the field. She felt a lot of different things. Sometimes she felt okay, but every now and then, she would see something that reminded her of Grandpa, and Lola would cry all over again. Crying eventually gave way to anger, and Lola started to pounce back and forth, kicking leaves and twigs for no reason. She sent her friends away when they came over to play. She snapped at Mom and Dad whenever they said anything. Mom and Dad tried to talk to her about why she was so grouchy, but Lola was certain they wouldn’t understand. “You just don’t get it!” she would yell at them.

An older rabbit who lived on the other side of the oak tree was watching Lola. This rabbit was named Felicity, and she was the oldest rabbit in the warren. Felicity was a large rabbit, with deep gray, almost blue, fur. One of her eyes was a milky white and never blinked, and she spoke in a shaking, low voice. All of the rabbits in the warren knew that Felicity was a very wise old rabbit.

Lola saw Felicity watching her. The older rabbit sat under a bush, taking shelter from the sun. She motioned for Lola to come over to where she sat. Lola hopped over.

“I heard about your grandpa, Lola. I’m very sorry. You must be hurting.”

Lola nodded. Felicity tried to hug her, but Lola backed away. She wasn’t sure what Felicity wanted, and frankly, Lola was in a sour mood and didn’t feel like being hugged.

“How are you feeling?” Felicity asked, as she picked Lola a thick blade of grass to chew on.

Lola shrugged. “Tired, I guess,” she said. This was true, but it wasn’t the whole truth. Lola really wanted to say, “I’m angry, and I’m sad, and I’m lonely, and I feel empty inside, and I feel so confused. Why do I feel sad, and mad, and okay, and broken hearted, all at the same time?”

Felicity smiled. “Well, I grew up with your grandpa. He was a very smart rabbit, a very kind rabbit. He will be missed by all who knew him.”

Since her grandpa’s death, everyone had been telling Lola how wonderful her grandpa was, how nice he was, and how smart he was. Lola started to get angry. “Yeah?” she snapped, “If he was so smart, why did he decide to hop so far when he was so old?” She took a deep breath and yelled, “Why did he die, if he was so smart? Why did he leave me? I hate him!”

After the words had escaped her lips, Lola wished she could take them all back. She couldn’t believe she had said such a horrible thing.

“I know you didn’t mean that, Lola,” Felicity said, as she pulled Lola into a hug, “and I know that you are having a hard time right now. Everything you’re feeling is normal, and it’s okay. It’s okay to feel sad, to feel angry, even to feel happy when you look back at good memories. You’re grieving, Lola.”

Lola had never heard that word before. Grieving. It didn’t sound like it was much fun. It sounded hard. “How long will it last?” she asked quietly.

“For as long as it needs to. You’ve lost someone very important to you. Your heart needs time to heal. Some days will be very hard for you but other days will be better. Eventually all that will be left is your love for your grandpa and your special memories of him.”

“I miss him.” Lola started to cry again.

“I know,” said Felicity, hugging the little rabbit. “I miss him, too.”

As the days and weeks passed, it got a little easier for Lola. She still cried, but not as much. She began to play games with her friends again. At odd moments, memories of Grandpa would come flooding back and Lola would feel tears in her eyes. Sometimes she just wanted to be alone, to be by herself with her thoughts. Sometimes she wanted to be next to Mom or Dad all day long, never leaving their side. Sometimes she would remember a funny joke her grandpa had told and would laugh. And still sometimes she felt hurt and angry and she knew that was okay, too.

Months later, on a crisp fall morning, Lola woke up after having a wonderful dream about Grandpa. She dreamed that he had taken her on a trip collecting clover flowers and they had found clovers as tall as trees. In her dream, Grandpa had lifted up his long, long ears and reached the tops of the giant clover trees. He grinned at Lola and his eyes sparkled.

Thinking of the dream brought a smile to Lola’s face. Lola stretched, top to bottom and bottom to top. She hopped to the opening of her den, and sat back on her hind legs, ears up and nose twitching, looking for any sign of danger. Dewdrops glistened on the grass, while yellow and orange leaves rustled in the breeze. She smiled. “All’s clear over here, scout,” she said to herself, and then hugging herself tight, she said “I love you, Grandpa.”

As swirling leaves swept through the field, Lola was certain that, carried on the wind, she heard her grandpa’s sweet voice whisper, “I love you, too.”


The End


Ask your local librarian for suggestions on books about South America, or for books about famous explorers. There are also a few book adaptations of “Up”.

Other Movies — Your child might be interested in the many other Pixar films, or other adventure films like “The Swiss Family Robinson“.

This web page was written by Lauren Humphrey and James Frieden. It was last published on January 8, 2010.

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