First of all the story was typical Disney, tragedy in the beginning (hence the PG rating) to set the plot followed by an amazing story enjoyable by young and old. SQUIRREL! Anyways, my wife and I loved it and so did my 8 and 4 yr old boys.
If you have not seen any recent 3D movies you will be absolutely blown away as I was with UP. In fact there was a trailer for the upcoming XGames 3D that was so real I thought I was doing the jumps and stunts.
Continuous plot twists, outstanding cinematography, and Heath Ledger's portrayal of the Joker made this movie definitely worth my time. The movie is long but it engages the watcher throughout.