At a time when too many animated films consist of anthropomorphized animals cracking sitcom one-liners and flatulence jokes, the warmth, originality, humor, and unflagging imagination of Up feel as welcome as rain in a desert. Carl Fredericksen (voice by Ed Asner) ranks among the most unlikely heroes in recent animation history. A 78- year-old curmudgeon, he enjoyed his modest life as a balloon seller because he shared it with his adventurous wife Ellie (Ellie Docter). But she died, leaving him with memories and the awareness that they never made their dream journey to Paradise Falls in South America. When well-meaning officials consign Carl to Shady Oaks Retirement Home, he rigs thousands of helium balloons to his house and floats to South America. The journey's scarcely begun when he discovers a stowaway: Russell (Jordan Nagai), a chubby, maladroit Wilderness Explorer Scout who's out to earn his Elderly Assistance Badge. In the tropical jungle, Carl and Russell find more than they bargained for: Charles Muntz (Christopher Plummer), a crazed explorer whose newsreels once inspired Carl and Ellie; Kevin, an exotic bird with a weakness for chocolate; and Dug (Bob Peterson), an endearingly dim golden retriever fitted with a voice box. More importantly, the travelers discover they need each other: Russell needs a (grand)father figure; Carl needs someone to enliven his life without Ellie. Together, they learn that sharing ice-cream cones and counting the passing cars can be more meaningful than feats of daring-do and distant horizons. Pete Docter (Monsters, Inc. ) and Bob Peterson direct the film with consummate skill and taste, allowing the poignant moments to unfold without dialogue to Michael Giacchnio's vibrant score. Building on their work in The Incredibles and Ratatouille, the Pixar crew offers nuanced animation of the stylized characters. Even by Pixar's elevated standards, Up is an exceptional film that will appeal of audiences of all ages. Rated PG for some peril and action. --Charles Solomon