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One would be forgiven for speculating that Disney & Pixar's Up is a lighthearted, adventure-based offering. The marketing for Pixar's tenth film focused solely on one scene: an old man turns his house into something of an airship with the aid of hundreds of balloons. An unwitting boy scout on the porch is at first denied admittance, then reluctantly allowed in. Later commercials introduced somewhat silly characters and adventurous settings; for all anyone could tell, this was a straight-up, whimsical little kiddie flick.

This is Pixar, however.

Up is truly about getting old, and more to the point, it's about dealing with death. It pulls no punches in depicting the occasional misery of old age and the difficulty of saying goodbye to the undisputable, irreplaceable love of your life.

So yeah. It's not exactly lighthearted.

As the film opens, we meet young Carl Fredrickson (voiced as an adult by Ed Asner,) a shy and nervous kid obsessed with adventure. He's fixated on famed explorer Charles Muntz's expedition to Paradise Falls, Venezuela; as Carl wanders through the neighborhood imagining his own adventures, he stumbles into a like-minded young girl, Ellie (Elizabeth Docter, daughter of director Pete Docter.) The two form a bond of friendship over their love of adventure.

In montage, Up takes us to Carl and Ellie's eventual wedding, and through their ridiculously love-soaked lives together; they're poor, but perfectly happy. Ellie's health won't allow her to have children, however, and the two keep saving up for a trip to Paradise Falls, but can't quite get there. Just as Carl buys the plane tickets, Ellie suddenly falls ill; within months, she's dead. Living alone, Carl becomes a curmudgeon, drawing joy only out of sending local cub scout Russell (Jordan Nagai) on taunting, pointless quests.

When Carl gets into a violent confrontation with the construction workers toiling around his home, the courts force him into a retirement home. Rather than surrender, Carl fashions his home into an airship; young Russell is unintentionally taken along for the ride, as Carl is determined to get to Paradise Falls however he can.

The true story, here, is Carl's relationship to this quest. He's embarking on his own fool's errand to try and bring Ellie back; his inability to see what's around him is a running theme. Meanwhile, however, the film diverts into the clunky business of weaving together a plot for the kids; giant birds, talking dogs, and a villain who's evil for no adequately explored reason ensue. This semi-capitulation (though it does provide many entertaining moments and the movement of the plot) is what keeps Up from being mentioned among Pixar's best efforts.

Still, the film succeeds in two ways, chiefly – it's perhaps more emotionally profound than any other Pixar film, exploring territory that no other family film would dare touch, and furthermore, it's damn funny. Kids will almost certainly be continuously entertained, as will adults, who will welcome the laughs as relief from the emotional ringer that Up puts us through. It's my hope that the subtleties of Carl's heartache will be lost on younger viewers, though I would caution parents that these aspects of the film might negatively affect observant kids.

Up may not be as perfect as Wall-E, but what it does well, it does very, very well. Once again, Pixar provides not only a fine film, but one of the most profound and evocative movies of the year; the only thing more surprising than Up's dark side is the fact that Disney continues to give Pixar free reign to push the limits of family films. One can't help but wonder how long this will last; but in the mean time, Pixar remains the most reliable studio there is.

A word on the 3-D presentation of the film: the screening I saw was not in Real D, and did not suffer for the lack of it. Kids will probably want to see the 3-D version of Up, and I'm sure it's entertaining; grown-ups, however, shouldn't feel like they're missing out with the regular version.