Get ready for the tears. Viewers old enough to empathize with love, unfulfilled dreams, and death should grab some extra napkins with their popcorn on their way to Up, the latest from Disney/Pixar whose unlikely protagonist is a 78-year-old man named Carl. In an exquisitely rendered, dialogue-free four-minute opening montage—that rivals, of all things, Watchmen’s intro in terms of concisely telling a story that spans decades—we watch Carl and his childhood friend, Ellie, as they grow up, become husband and wife, suffer a miscarriage, face critical illness. From the time they were kids, their bond was their thirst for adventure, and they kept a scrapbook titled Stuff I’m Going to Do that held photos of the fun they’d had—and then, all too quickly, things they’d never get to check off.

It’s not quite a Bambi moment, but Carl’s backstory is about as wrenching a gut-punch as a kids’ flick can offer. And though there’s a hint of melancholy running through the film, whatever subsequent tears you shed while watching Up will mercifully be from laughter. Co-directors and -writers Pete Docter and Bob Peterson, both Pixar vets, have followed last year’s magnificent WALL*E with another triumph, one you could have never extrapolated based on its trailers or that now-ubiquitous image of a tiny house tethered to an explosion of balloons.

Paradise Falls, a sanctuary in South America, was Carl (voiced by Ed Asner) and Ellie’s ultimate destination. So when the former balloon salesman is about to lose their home to development—another heartbreaking subplot as the elderly man tries to fight it—Carl decides to go for the seemingly impossible and fly his house to Paradise Falls using a little ingenuity and a lot of helium. Unexpectedly along for the ride is Russell (Jordan Nagai), an 8-year-old scout who showed up at Carl’s door begging to help out with anything in order to get his Assisting the Elderly badge and ended up stuck on an airborne porch.

Up, you may have heard, is Pixar’s first 3-D film, but you don’t need to spring for the more expensive ticket to be visually wowed. Docter and Peterson stepped back from the photorealism of films such as Ratatouille and WALL*E to deliver animation that is more, well, cartoonish: Carl is squat with a potato of a nose, Russell is essentially an egg with limbs, the execs overseeing the development in Carl’s neighborhood are besuited triangles with shades. The film’s palette is juicily vibrant—those balloons (the animators used between 10,000 and 20,000 of them), the site of the house in the clouds, and the greens and brightly colored exotic animals in the forests of Paradise Falls give your eyes a sumptuous feast. One of the film’s few realistic renderings is the mist of the falls, and it is lovely.

Of course, there’s more to the story than an old man and a kid flying south. Once in Paradise Falls, Carl meets Charles Muntz (Christopher Plummer), an adventurer he idolized as a kid but who turns out to love lucre more than he does thrills. Muntz and his army of dogs—outfitted with bark-to-English translation collars—provide the wrench in Carl’s exploration, especially after Russell befriends a nearly extinct bird he names Kevin, a species that Muntz has been searching for.

The perils of this battle, along with the script’s mournful components, earned Up a reasonable PG rating. But there is also plenty of silliness for younger children—and everyone else, really—to giggle at. The dogs’ talking collars are hilarious, as is Kevin’s impossibly comic warbling. Muntz’s only well-tempered, loyal-to-nice-folks canine, Dug (Peterson), offers both goofy laughs and Bolt-like emotion: When Carl gets upset with him, Dug sheepishly approaches after some time and says, “I was hiding under your porch because I love you. Can I stay?” (Trust me, it’s not as cheesy as it sounds.) Up, in fact, is pretty close to being a perfect outing at the movies. And considering the marvels Pixar has already given us year after year, that’s a stunning achievement.