I saw UP opening weekend in 3-D with my daughters, 3 and 7. They both really liked it, although most was a bit over the head of the 3 year old. She did like the talking dogs, especially the lovable Dug. The first half of the movie is really not the action packed kid movie you expect and does have mature themes like aging, loss and life choices. However, those themes are what make the movie above average, IMO. How many movies deal realistically with death, show older people as fully dimensional characters with abilities and something to offer younger people and are also funny and entertaining? The answer is sadly very few. Meantime, the kids can still enjoy it as an animated 3-D comedy.