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Disney and Pixar's Up - iTunes Movie Poster

(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

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