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I saw UP last night in 3D. I was expecting it to be Pixar's worst movie ever (but still great compared to most movies) but was very pleasantly surprised at just how awesome it was. It has a heart-warming message and a few scenes that want to make you cry. But the real reason this movie is so good is the humor - it is full of cute, funny, and downright hilarious moments. Not a single joke is overplayed or feels forced - not many movies pull that off.