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A young Carl Fredrickson meets a young adventure spirited girl named Ellie. They both dream of going to a Lost Land in South America. 70 years later, Ellie has died. Carl remembers the promise he made to her. Then, when he inadvertently hits a construction worker, he is forced to go to a retirement home. But before they can take him, he and his house fly away. However he has a stowaway aboard. An 8 year old boy named Russell, whose trying to get an assisting the elderly badge. Together, they embark in an adventure, where they encounter talking dogs, an evil villain and a rare bird named Kevin.

Some time after the Mousekewitz’s have settled in America, they find that they are still having problems with the threat of cats. That makes them eager to try another home out in the west, where they are promised that mice and cats live in peace. Unfortunately, the one making this claim is an oily con artist named Cat R. Waul who is intent on his own sinister plan. Unaware of this, the Mousekewitz’s begin their journey west, while their true cat friend, Tiger, follows intent on following his girlfriend gone in the same direction.