Up is a 2009 American computer-animated comedy-drama adventure film produced by Pixar Animation Studios and released by Walt Disney Pictures. The film centers on an elderly widower named Carl Fredricksen (Ed Asner) and an earnest boy named Russell (Jordan Nagai); by tying thousands of balloons to his house, Carl sets out to fulfill his dream to see the wilds of South America and complete a promise made to his late wife, Ellie. The film was directed by Pete Docter and co-directed by Bob Peterson, who also wrote the film's screenplay with Docter, as well as the story with Tom McCarthy. The music was composed by Michael Giacchino, who had also composed music for The Incredibles and Ratatouille. Docter began working on the story in 2004 called Heliums, which was based on fantasies of escaping from life when it becomes too irritating. He and eleven other Pixar artists spent three days in Venezuela gathering research and inspiration. The designs of the characters were caricatured and stylized considerably, and animators were challenged with creating realistic cloth. It was Pixar's first film to be presented in Disney Digital 3-D.Up was released on May 29, 2009, and opened the 2009 Cannes Film Festival, becoming the first animated and 3-D film to do so. The film grossed over $735 million, becoming the sixth highest-grossing film of 2009. The film received acclaim from critics and audiences, with many calling it one of the best animated films of all time.