Anatomy of a Contender: 'Up'

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As "Up" entered its fifth year of development and production, director Pete Docter, co-director Bob Peterson and producer Jonas Rivera made the trek from Pixar headquarters in Emeryville to Disney in Burbank for another voice-over recording session with Ed Asner, who portrayed Carl Fredricksen, the irascible senior citizen at the center of their film.

That day there were cameras on hand to document the session so the studio was crowded with make-up artists, Disney execs and the Pixar production team.

As Asner strode to the platform where he would sit behind a microphone, he missed a step and went flying awkwardly through the air. The back of his skull crashed against the corner of the wall rimmed in steel, splitting open the back of his head and sending blood gushing.

An assistant editor rushed over to apply first aid as everyone froze, concerned for the 79-year-old actor. As the young woman worked to stop the bleeding, Asner looked at the make-up lady and cracked, "I never wanted you to see me this way."

That broke the tension. "He defused it and everyone felt better," recalled Rivera. "But it wasn't pretty. It was scary."

An ambulance rushed him the short distance to the hospital. "It required six staples," Asner recalled.

"Listen, Ed," Rivera told him. "We've talked to your manager and we're going to send you home."

"No!" responded Asner gruffly. "We've got pages to do."

Like the character he plays, Asner wasn't going to be stopped.

"So with his bandage on we recorded 40 pages and he was phenomenal," said Rivera. "He told me he had a headache the next day but he's a tough guy."

"So here's Ed, the veteran, and us, the younger guys of animation, and we had to keep up with him," Rivera went on. "When we wanted to quit for the day he would say, 'No, we're not done. We've got 20 pages left.' "

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"Up" wasn't an easy project: It was just so different from anything Pixar or almost anyone in the history of animation had done before. It wasn't just that it was the first 3D movie produced by Pixar; it centered on an old man, which was a first for the studio; it had a slower pace; it was filled with breakthrough technology. It wasn't a musical and it was rated PG.

Docter had not directed a movie since "Monsters, Inc." in 2001, though he had received a "story by" credit on "Wall-E," when he entered a room with Peterson, a story artist and writer on "Ratatouille," to brainstorm ideas. "That's kind of how we work here at Pixar," said Docter. "They trust a person and encourage them to come up with an idea rather than the other way around."

Over lunch one day, Docter sketched an old man on a napkin with a bunch of balloons. It became a central image. "As we got into the story, we realized it also had an emotional component that almost no other person or character could give you, just a wealth of history and stories that combined with this idea of getting away from everything, just escaping the world that was visualized in a floating house."

For inspiration, Docter drew on his friendship with Disney animation legends Frank Thomas, Ollie Johnson and Joe Grant, to whom the movie is dedicated. He pitched his story to Grant several times, taking to heart Grant's admonition to give the story "an emotional bedrock." He also borrowed bits of Spencer Tracy, Walter Matthau and characters from the New Yorker cartoons of George Booth.

Docter and Peterson chose Rivera to produce even though he had not produced before. Together they pitched their idea to the key creative group at Pixar. Docter made references to movies from "Casablanca" to "A Christmas Carol" to "It's A Wonderful Life," about men who are emotionally dead but find reasons to live again.

"We could take the story anywhere because John (Lasseter, head of Pixar/Disney animation) bought into the fact there was an emotional core," Rivera said.

That began nearly three years of script development. Almost immediately, however, Peterson was pulled away to work on another project. To replace him, writer-director Tom McCarthy was hired for three months, his first Pixar assignment. "We all really had loved his movie 'The Station Agent.' That was one of the influences on 'Up' in the beginning," said Docter.

McCarthy suggested adding Russell, the energetic Wilderness Explorer trying to earn his final badge, for "assisting the elderly." "He just seemed like the perfect foil for this guy who wanted nothing more than to sit in his house and close the door," Docter said.

When Peterson returned, the process of story boarding began in earnest. They developed "story reels," a kind of comic strip version on video that uses temporary music, sound effects and voice-overs to approximate the experience of watching the movie. "We figure out what is wrong with it," Docter said, "which at the beginning is most of it, and then go back and fix things and rewrite."

They chose as composer Michael Giancchino, who had scored Pixar's "Incredibles" and "Ratatouille." "He understood conceptually we were trying to make a kind of throw back to the old movies," Rivera said. "We wanted the feeling to be a little gentler, a little slower, like the old Disney films we grew up on, the 'Dumbo's' and 'Bambi.' They let the characters breath."

Docter told Giancchino he "wanted something that would feel nostalgic," Giancchino said. "He wanted a melody."

Most importantly, he wanted a theme for Ellie, added Giancchino, "that could be played very simply or in a huge style where there is a lot of action."

After Docter and Peterson saw Asner in a play in San Francisco, they cast him for the lead. They cast Christopher Plummer to voice Charles Muntz. "That man could read the phone book and make you sit on the edge of your seat," Docter said.

Peters took the role of Dug the talking dog. Docter's 7-year-old daughter Ellie was recruited to voice Ellie on the story reel and when Asner heard it, he said she was the best thing in the movie. She got the part.

To find the flat-top mountain locations where the house floats in South America, Docter and a dozen others took trips to Venezuela and Brazil. It took them three days to reach Mount Roraima by airplane, jeep and helicopter. They spent three more days photographing, sketching and painting, from ants and scorpions to plants and rocks.

A technical director estimated that to make Carl's house lift off would require 23 million helium-filled balloons but that was too much for a movie. Instead they used 10,000 to just over 20,000, and in long scenes made them larger to be visible.

Normally each balloon would be key framed by an animator, but with thousands they needed something more. They used Dynamic Simulation expanded to handle up to 10,000 balloons at a time. "We were able to dial in the kind of movement we wanted," Docter said.

The final script was locked only three weeks before it had to be shipped. "As John Lasseter says," joked Docter, "we don't ever really finish these films. We just release them."
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