THE FEATURE-LENGTH cartoon Up begins during the last Depression. A reject kid named Carl becomes fascinated with that darling of the newsreels, the intrepid dirigible pilot Charles Muntz. Muntz's latest escapade took him to the waterfalls and tablelands of South America--the area Conan-Doyle supposed was the last home of dinosaurs in his novel The Lost World. There, Muntz discovered the bones of an immense bird. Declared a fraud (just like Conan-Doyle's Professor Challenger), Muntz returns to the plateaus and vanishes.

As Carl and Charles are the same name in different languages, it's no surprise to see that the lives of explorer and fanboy continue to run parallel. Carl never became an aerialist, but he did spend his life working with balloons--he peddled them at the local zoo.

Happily, Carl was involved with Ellie, a woman who shared his fascination with the jungles of South America. Up follows the courtship without dialogue, from beginning to bitter end. Finally Carl (now voiced by Ed Asner) is a square-headed, Spencer Tracy look-alike of 78, leaning on a walker and confined to his house and his square of lawn.

A figure much like Death himself starts to come around. He's a real estate developer with an inscrutable, light-bulb-shaped face. When matters worsen, and it looks like Carl will be sent away to the old-folks home, he escapes. Carl goes in the only direction open to him--straight up, with his battered house as the gondola to thousands of balloons. Unfortunately, a pesky 7-year-old scout, Russell (Jordan Nagai), is clinging to the front porch as they all head up to a comfortable cruising altitude of 30,000 feet.

Learning to deal with his gabby stowaway, Carl lands in South America, where the boy immediately discovers the 13-foot-tall creature Muntz sought: a beguiling, iridescent goonie bird that Russell names Kevin. Later, Carl and Russell stumble across Muntz himself (voiced by Christopher Plummer), who has been living in the wild with an army of dogs.

As much Dr. Moreau as Captain Ahab, the madman Muntz has created speech collars so he can communicate with his pack ("Epsilon is an excellent chef," Muntz says silkily). Alpha the Doberman is the sinister leader, and the friendly mutt Dug the dog (Bob Peterson) is so low rank he doesn't rate a Greek letter. When things look bleak, the pack of misfits--elder, boy, mutt and bird--have to run for their lives.

Well, Pixar spoils us. The news that Up is one of the year's best films isn't really news. Up in Emeryville, they preserve the forgotten hopes of film as a medium for everyone, rather than something to please one specific demographic. Pixar has faith in an audience's ability to feel without being manipulated--that's what makes them more than just a studio with an unusually dazzling command of the vocabulary of animation. (It would probably be impossible for this film to look as difficult as it was to make; it is claimed that there are 10,000 some balloons animated here, hoisting Carl's house.)

Oddly, Pixar uses the highly advanced technology mostly for retro-future or nostalgia stories, as if Pixar's wizards had picked up Walt Disney's own yearnings for the idealized past. Such nostalgia has never been as explicit as it is here. What goes on in Up is the story of a man trying to realize childhood dreams, only to encounter a troubling version of himself. Carl Frederickson tries to cling to his memories; Charles Muntz has a similar fury to possess his prehistoric bird.

As always, Pixar begins with something friendly and cartoony--something like the polychrome dodo in Bob Clampett's 1938 Porky in Wackyland or the dopey, drawling pooch in some of the Bugs Bunny cartoons. Then it combines these cartoon influences with the high art that co-director Pete Docter has mentioned in interviews. Kurosawa's Ikiru is one movie title dropped. At times, Up is like an animated version of De Sica's Umberto D.

At a crucial point, Carl is in danger of shutting everyone out. As the balloons start leaking helium, his house is floating some 10 feet off the ground. The old man leads the place with a garden hose leash; it looks like a float in some Macy's parade of despair. It's a burden of memories the old man can neither carry nor leave behind.

And Up would be a sweet nothing if it weren't for all this grounding. Certainly, most people will care about the sense of buoyancy. But while loving Up's ingenuity and humor, one also respects Docter's refusal to stint the other side of adventure: pain, disappointment and even a tiny amount of blood. The movie keeps its serious mood even as it changes gears into high adventure, with chases, ascensions and a literal aerial dogfight.

Up is playing in Real 3-D. This is certainly the best version of stereoscopic 3-D, a technology tried out since the late 1920s and apparently even earlier. Coraline's use of it was more startling, but the sharp 3-D work here gives Up more realism, as when the house is sailing over a sea of thick clouds or the landscapes of a beckoning 10,000-foot waterfall--a triple-size version of Venezuela's Angel Falls. Sweetly, the story ends not in some terrestrial paradise but on Oakland's Piedmont Avenue. This winning 10th film by Pixar takes you away and brings you home again.

UP (PG; 96 min.), an animated film by Pete Docter and Bob Peterson, with the voices of Ed Asner, Christopher Plummer and Jordan Nagai, opens Friday countywide.

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