Up is entertaining on many levels - a real masterpiece. Kids under 7 probably should not come to this - it has a PG rating for a reason. I was at a full theater without about 50 5-year olds in it for a party -- they were quiet during the film, and did laugh at the obvious funny parts. For anyone age 10 or over, this movie is a "must see" - congrats to Pixar for not letting Disney mess up their creative model.