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Pete Doctor called it a "coming of old age story."

The movie opens with Carl as a young kid in the '30s. They showed us this opening with storyboard reels. Carl is a chubby kid, arm in a cast and he makes friends with an adorable ball of energy named Ellie.

She wants to follow her hero explorer out in the wilds on adventures. She wants to show Carl something, but makes him cross his heart and swear he won't tell anyone. He does and she shows him her adventure book. A scrapbook with clippings from her explorer hero, a guy named Muntz.

She says when she gets big she's going to go where he went. She's going to South America ("It's like America, but south," she says matter of factly). She has drawings of waterfalls and says she's going to live there some day. It's a place called Paradise Falls.

The rest of the pages are blank and she says she's saving them for all the adventures she's going to have… the only problem is she doesn't know how she's going to get there. Carl has a balloon in the room and she says, "That's it! You can take us in a blimp! Swear you'll take us!" She makes him cross his heart. "Good, you promised. No backing out!"

Carl is wide-eyed, clearly in love with this girl, in love with her spirit and enthusiasm. He barely speaks.

We get a montage now. No dialogue, just music. Ellie and Carl get married. They're happy together. Carl sells balloons as they build their house. The years go by. They're still young and playful. In love. They have picnics, look at clouds and see different shapes. Eventually Carl points out one in the shape of a baby. From here on out she sees nothing but babies in the clouds and smiles.

Carl awkwardly smiles as well.

Then we see them sitting in the doctor's office. It's dark and grey. Ellie has her face in her hands, crying as the doctor shakes his head no.

She sits in their front yard. She's sad. Carl comes to cheer her up. He brings her the old Adventure book and she smiles again.

They make a Paradise Falls jar and put money and coins into it. The pile starts to grow but a series of events happen over time. Car tires blow out, the coin pile decreases. They put more money in it and Carl has his leg in a cast and the money decreases. The roof blows off in a storm, etc.

Now they're elderly and the Paradise Falls jar is empty, forgotten. Carl loving looks at his elderly wife doing the daily chores. She's happy, but you get the feeling that he's sad for not giving her what he promised her. He looks at the crayon drawing of Paradise Falls she had in her adventure book and makes a trip to the travel place.

He has two tickets to South America. He hides them in the picnic basket and takes her out on a picnic. He makes it to the top of the hill. She doesn't, collapsing halfway up. He runs to her.

Next we're in a hospital. He's very sad. She pushes her adventure book to him and makes him cross his heart. He does.

Next we see him slouched, wearing a black suit. He's surrounded by hundreds of balloons… if I remember right they all had her name on them.