Pixar vet Pete Docter has made you laugh with his directorial debut, Monsters, Inc. And now — well, he's going to make you laugh again with Up, a rather odd-sounding story about the friendship that develops between a 78-year-old widower named Carl (Ed Asner) and an 8-year-old boy named Russell (Jordan Nagai) when the kid becomes an unintentional stowaway in Carl's balloon-propelled home.

But Docter wouldn't mind if you also cried a bit, too. Carl's decision to take to the air is inspired by his recently deceased wife and a long-planned trip they never got to take. He repeatedly talks to her throughout the film; we see her hanging portrait and watch him thumb through their book of memories.

And in Up's introduction, there's an exquisite, silent montage of the couple's years together that shows an implied miscarriage and Ellie's illness and death. Bring tissues. Or possibly an entire box of Kleenex. Interview after the jump.

Let me start off by saying that I loved the movie — but that opening montage left me blubbering. You've said that you believe films should resonate with some part of the viewers' lives. But that made me wonder: Does Pixar make movies for kids or adults?

I think kids tend to at least get [the tone] of those parts. I was thinking about my own son, before he was talking, and he could definitely tell emotionally where people were. Emotion is the first language, and then we learn words. Kids may not get all the specifics of what exactly is happening, but it speaks to them in some way, and it doesn't seem to lose them.

And for me that was important. There's so much goofiness and adventure, so for you to really care about the main character and know why he's working so hard to do what he's doing — it adds a foundation on which to build, that emotion.

And most of the great films that have lasted with us have some sort of sadness to them as well as the laughs. Like Dumbo: You got that great scene with Mom's trunk coming out and holding the baby's trunk. It makes me cry just thinking about it.

Where did the story of this little old man originate?

It started with Bob Peterson, who's the head writer and co-directer, playing around with a drawing of this grouchy, sour guy with all these balloons. And it seemed like something fun. And then we hit on this image of a floating house and thought, well, maybe the guy's in the house. But where's he going? How'd he get to be grouchy?

We just started answering those questions and the rest grew out of it. Of course, that makes it sounds easy. But it was five years [of work] from concept to the end.

Why South America?

I needed somewhere that these two characters could get stuck without Carl being able to turn to the cops and say, Take this kid so I can get on with my business! So we tried a tropical island just because...well, that would be fun, to go do research on a tropical island! But there have been a lot of movies on islands, so we hit on the Tapui mountains.

Docter (left) in Venezuela

We actually went down there to do some research, to do paintings and drawings and to study as much as we could. And even though we took license in this film in terms of design, you start to feel that [detail] and it becomes more authentic, it becomes a little more believable. Though I'm sure there will still be some people who just go, Wow, you guys have a far-out imagination!

One thing I find fascinating about Pixar is that its trailers barely hint at what the movies are about. You get an image — WALL*E, a house with balloons — and you can't imagine where the stories will go, let alone how rich they'll be.

This one is especially hard to crystallize into a nugget. There's a lot of stuff in there.

Can you talk about the look of the film? It's more cartoony, as opposed to the photorealism of, say, Ratatouille. Is there a reason you went in that direction?

Yes, definitely. I felt that for [viewers] to feel and believe a world where a house floats with balloons, there needed to be a certain amount of stylization. I suppose you could do try to do it with live action, you could add some special effects, but I think you'd always be thinking: What? That's not real.

And I think it also plays to the strength of animation, of caricature. Like Al Hirschfeld, who did a ton of stuff for Broadway. He'd be able to simplify someone to a couple lines, and [the drawing] would look more like the person than they did. Simple, elegant, sophisticated reduction — that's what we were after.

Did you find that 3D enhanced the story?

We did a bunch of research at first to find out what works in 3D and what gets in the way. For me, just watching the films that we did, whenever something comes out at you, it breaks the spell. You're lost in the story and then suddenly you're going, Whoa! It's in 3D!

So we tried to limit ourselves to the screen as a window. You can see into the world, but things don't really come out at you. And then that way it's a much more subtle.

We also tried to use it emotionally. Like when Carl's by himself in his house, we tried to make it feel claustrophobic and small. And then when it lifts up, we tried to use depth to make it look freeing. You really feel the space of these balloons turning. But hopefully it's all in support of the story and not distracting.

Do you think Pixar will go the DreamWorks route and do every film in 3D from now on?

Well, I know the next couple are planned to be. After that, probably like most of the industry, we're just going to wait to see what people prefer.

Does the process complicate filming?

Only slightly. There was a separate department, and these guys figured everything they could about what makes 3D work. When we were mostly done with a sequence, they'd take it and decide creatively where to go. Is this a flat scene, or is there one shot that we really want to pop out?

My job as a director didn't really change. We just tried to tell a good story, knowing that 90 percent of the viewings would be in 2D. So we wanted to make sure that that played [well] first, and then the 3D would add to that.

Here's something that always puzzled me: How does one direct animation? What are the steps?

It's pretty much the same as regular movies. I write, then I go work with the actors. Once we have the dialogue, I go back to work with the editors to cut the dialogue together. Then we go to the animators and tell them emotionally, we've been here, here, here, and the character is thinking this, and he's angry, whatever.

There are 300 people or so that are involved in the making of the film. And so my job is to make sure they have all the information they need to do their job best. I've equated it to conducting an orchestra, only every instrument is recorded individually.

How was it working with kids? I read that you made Jordan [Nagai] run an obstacle course!

Yeah, Jordan was fun, because he was not a professional actor. But he had a really appealing voice to me, a really truthful sound, which was what we were after. But it was sometimes hard getting him to do the expressive stuff we needed. So we'd come up with things like, “OK, now you're going to run around that chair three times. And then once backward. Then run here and say [the line] as loud as you can. Ready, go!" And he'd get all excited.

In the production notes you mention that when you used to show your work to late Disney artist Joe Grant, he'd ask you: "What are you giving the audience to take home?" So: What would you like audiences to take from Up?

Well, Carl's journey in the film is that he worries he failed as a husband, because he and his wife never went on this adventure. They were going to go on this fantastic journey and see things no one else has seen — plants, animals, exotic stuff — and what he learns at the end is that he actually had the greatest adventure of all, which was their relationship.

The first time we showed the movie to our producer, Jonas Rivera, he said, "Wow, I just want to take the rest of the day off and spend it with my wife and kids."

So if we can make people realize how lucky they are with what they have, to me that's the message of the film: How great an adventure it is being around the people you get to be around every day.

Considering Springsteen's knee-slidin', shtick-filled Super Bowl performance, perhaps the idea isn't so far-fetched. Hendricks has yet to pitch the Boss.

The name of the movie is Tommy Gunn's Cummin' at You!, and you can sample its "hot adult action" at cummingatyou.com.

I tried watching the teaser trailer using the RealD glasses I kept from Coraline and My Bloody Valentine, but alas, I never felt as if I were about to get a nipple in the eye.

Regardless, I imagine the novelty lasting about as long as most people actually spend watching a porno. Isn't the genre usually pretty, um, interactive as it is?

The director is still looking for financing for Cleo, which will star Catherine Zeta-Jones and Hugh Jackman and feature music from Guided by Voices.

The best part? It's going to be in 3D. I'm guessing by the time this gets off the ground, Hannah Montana fans will be old enough to appreciate a little history with their OMG-it's-like-I'm-totally-there! music flicks.