quite a sight, huh ellie? uhp, mail's here. shady oaks retirement. oh brother. hm. no. yes. tell your boss over there that you boys are ruining our house. i believe i made my position to your boss quite clear. oh yeah, that was good. here, let me talk to him. you in the suit. yes, you. take a bath, hippy! tell your boss he can have our house. when i'm dead! carl slams the door. no. no. no. no. uh, no. i'm doing fine. uh. kid. kid. kid!! thank you, but i don't need any help! but skip to the end! so you want to assist an old person? 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. oh, i don't know, it's awfully crafty. you'd have to clap your hands three times to lure it in. i think its burrow is two blocks down. if you go past -- bring it back here when you find it! carl rolls his eyes and begins to close his door. what? hey! hey you! what do you think you're doing? don't touch that! 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. what do i do now, ellie? morning gentlemen. ready as i'll ever be. would you do me a favor and take this? i'll meet you at the van in just a minute. i. want to say one last goodbye to the old place. so long boys! i'll send you a postcard from paradise falls! 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. huh? hm. what are you doing out here, kid? no. oh, alright, you can come. russell runs into the house past carl. in. don't touch that. you'll soil it. kid, would you stop with the -- russell steers and the house tilts, knocking carl back and forth. let go of the -- knock it off! russell looks out the window in front of him. don't jerk around so much, kid! well, that's not gonna work. stayed up all night blowing up balloons, for what? that's nice, kid. what are you doing over there? wha. what happened? steered us? huh? can't tell where we are. gp-what? we'll get you down, find a bus stop. you just tell the man you want to go back to your mother. there. that ought to do it. here, i'll give you some change for bus fare. well, we're up pretty high. could take hours to get down. something flashes by them in the fog. carl leans forward. we can't be close to the ground yet. wait, wait! no don't, don't, don't! whoah! hey, hey! russell jumps onto carl's leg and the extra weight pulls them to the ground. russell, hang on! carl and russell slide toward the edge of a cliff edge. walk back! walk back! where. where are we? don't worry, ellie. i got it. the wind clears the fog, slowly revealing a crescent shaped, flat-topped mountain on which they stand. there it is. ellie, it's so beautiful. we made it. we made it! russell, we could float right over there. climb up. climb up! yeah, yeah. whatever. watch it. now, when you get up there, go ahead and hoist me up! got it?! you on the porch yet?! what? that's it?! i came all this way just to get stuck at the wrong end of this rock pile? aw, great! what are you talking about? walk it? now, we're gonna walk to the falls quickly and quietly, with no rap music or flash-dancing. russell inspects his surroundings. 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. we're not getting to the falls! don't you worry, ellie. we'll get our house over there. russell looks up at the house. who's carl talking to? hey, let's play a game. it's called: "see who can be quiet the longest." darn thing. c'mon, russell, would you hurry it up? which knee? i asked you about that five minutes ago! russell! if you don't hurry up, the tigers will eat you. oh, for the love of pete. go on into the bushes and do your business. eugh! none of my concern! beat. oh, did you? oh yes, they're very tall. they do indeed. oh ye- chocolate? what is that thing?! there's no such thing as a snipe! go on, get out of here. go on! shoo! careful, russell! russell! the bird grooms russell. get out of here. go on, git! aaaah! "kevin"? hey. beat it! vamoose! scram! hey! that's mine! aaah! shoo, shoo! get out of here. go on, beat it. no. that doesn't even rhyme. what? get down! you're not allowed up there! you come down here right now! sheesh! can you believe this, ellie? but i told him no -- i told you no! n-o. the bird hisses at carl. i see you back there! go on, get out of here. shoo! go annoy someone else for a while. uh, hello? oh! hello sir! thank goodness. it's nice to know someone else is up here! what? you can smell us? hey. what? we have your dog! wonder who he belongs to? did that dog just say "hi there?" uh. wha? it's not possible. russell, don't touch that. it could be radioactive or something. dug sniffs the ground around carl and russell. yes! take it! and on the way, learn how to bark like a real dog! no. it's just a weird trick or something. let's get to the falls. i am not your master! russell! at this rate we'll never get to the falls! i am nobody's master, got it? i don't want you here, . and i don't want you here. 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. ball? carl pops off one of the tennis balls. you want it boy? huh? huh? yeah? go get it!! carl throws the ball far away. dug chases after it. just give it to me! carl grabs some chocolate and waves it at the bird. bird. bird! carl throws the chocolate. the bird runs after it. c'mon russell! daah! aaahh. i think that did the trick. afternoon. carl turns the other way. the bird. it honks at him. well, thanks for keeping us dry anyway, ellie. wait, aren't you "super wilderness guy?" with the gpm's and the badges? no. you've been camping before, haven't you? well, why didn't you ask your dad how to build a tent? why don't you try him sometime? maybe he'll surprise you. he's got to be home sometime. phyllis? you call your own mother by her first name? oh. hey, uh, why don't you get some sleep. don't want to wake up the traveling flea circus. alright. he can come. yeah. cross my heart. what have i got myself into, ellie? morning sweetheart. we better get moving. huh. bird's gone. maybe russell won't notice. alright, everybody up! hey, that's my food! get off my roof! what is it doing? sorry russell. we've lost enough time already. huh? wait, we're not going with you. we're going to the falls! gamma and beta bark fiercely at carl. get away from me! get down! uh. yeah. wait, are you charles muntz?! the charles muntz? it's really him! that's charles muntz! him! i'm carl fredricksen. my wife and i, we were your biggest fans! wow. we're not actually going inside the "spirit of adventure" itself?! would i?!?! wait up, mr. muntz! jiminy cricket. did you ever! will you look at that? oh my gosh, the giant somalian leopard tortoise! 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. you're sure we're not a bother? i'd hate to impose. no! but it ran off! it's gone now. well! it's been a wonderful evening, but we'd better be going. we don't want to take advantage of your hospitality. come on russell. hurry! russell! get back!! alpha is about to bite when an avalanche of boulders rains down! the dogs stop short. 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. alright. but we've got to hurry. see anything? this is crazy. i finally meet my childhood hero and he's trying to kill us! what a joke. careful russell. the house bumps into a tree, jostling the injured bird on the porch. yeah? how so? hmm, get used to that, kid. hold on russell, stand still! look at that bird go! wait up, you overgrown chicken! russell, give me your knife! no! this is none of my concern. i didn't ask for any of this! i am not your master! and if you hadn't a shown up, none of this would have happened! bad dog! bad dog! now, whether you assist me or not, i am going to paradise falls if it kills me. russell? russell! 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. wahhoo! russell? dug! can you stay? well, you're my dog aren't you? and i'm your master! good boy, dug. you're a good boy! russell! carl steers his house to the dirigible. dug! bring `er over! dug winches in the hose caddy, pulling the house closer to the dirigible ramp. i'm getting kevin. you stay here! i don't want your help. i want you safe! carl leaps back into the dirigible. dug follows. how do we get past these dogs? kevin! 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. who wants the ball? then go get it! carl throws the ball. the dogs scramble after it. i'm sorry kevin. let's get you out of here. come on, kevin. come on! come on, kevin! russell! dug! dug jumps up on carl, licking his face. russell!! over here!! let's go! come on, kevin! carl helps dug onto the porch. he climbs up himself. no! russell! get out of there! russell, dug and kevin run toward the front porch. no! leave them alone! russell! hang on to kevin! don't let go of her! kevin! chocolate! don't jerk around so much, kid! russell climbs up, followed by the bird and dug. you know, it's just a house. carl, russell, dug and kevin stand on the tail of the airship floating off over the clouds. ow! ow! ow! huh, where's my cane? i just had it here. kevin starts hacking. she coughs up the cane. you know what? keep `em. a little gift from me to you. the bird family enters the labyrinth. carl and russell wave. ready! excuse me. pardon me. old man coming through. carl takes his place next to russell. i'm here for him. 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. red one. red one. it's red, isn't it? no, i'm not. red one. maybe i need new glasses.