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Music by An original Records

C Disney/ C Disney/Pixar C Disney/Pixar C Disney/Pixar C Disney/Pixar C Disney/Pixar C Disney/Pixar C Disney/Pixar C Disney/Pixar C Disney/Pixar C Disney/Pixar C Disney/Pixar C Disney/Pixar C Disney/Pixar C Disney/Pixar C Disney/Pixar C Disney/Pixar C Disney/Pixar C Disney/Pixar C Disney/Pixar What can you say about Michael Giacchino that hasn’t been said before? Yes, Michael is “relaxed,” he’s a movie , he’s a television celeb- rity, he’s a nightclub sensation, he’s a social issue and, of course, he’s one of the world’s most successful recording artists. All in all, he’s an entertainment phenomenon the likes of whom emerge only a half-dozen times or so in the course of a century. Oh wait -- that’s Dean Martin. Well, Michael Giacchino is relaxed, too. And he’s a darned good film music . In fact, you know what? I’d hire him to write film music over Dean Martin any day. One, because Dean Martin doesn’t write film music and two, because he’s dead. So Michael has it over Dean Martin 100%. Granted, there are other people who write film music that aren’t dead. So why was Michael Giacchino perfect for this job? is nothing if not eclectic. It demands a lot as it switches from a nostalgic memory, to a trio of goofball tagalongs, to an action adventure. As we listed the litany of skills we were looking for in a composer, a music agent told us, “Sounds like you need three !” Of course, we got Michael Giacchino, who single-handedly wrote everything we needed and tied it all together beautifully. His action music is exciting, his comedy funny without trying, and his nostalgia makes me cry every time. His approach is character based, and the music became as important as the characters themselves. It was as if he had somehow reached out into the sky and grabbed the soundtrack for our film, as if it has always existed out there, waiting for our movie to come along. Working with Michael was a real privilege and this soundtrack is Michael at his best. I know every director says that, but this time it’s true! Listen and see if you don’t agree with me.

Pete Docter, April 2009

C Disney/Pixar C Disney/Pixar C Disney/Pixar C Disney/Pixar 1. UP with Titles 2. We’re in the Club Now 3. Married Life 4. Carl Goes Up 5. 52 Chachki Pickup 6. Paradise Found 7. Walkin’ the House 8. Three Dog Dash 9. Kevin Beak’n 10. Canine Conundrum 11. The Nickel Tour 12. The Explorer Motel 13. Escape from Muntz Mountain 14. Giving Muntz the Bird 15. Stuff We Did 16. Memories Can Weigh You Down 17. The Small Mailman Returns 18. He’s Got the Bird 19. Seizing the Spirit of Adventure 20. It’s Just a House 21. The Ellie Badge 22. Up with End Credits 23. The Spirit of Adventure 24. Carl’s Maiden Voyage (Sound Effects) 25. Muntz’s Dark Reverie (Sound Effects) 26. Meet Kevin in the Jungle (Sound Effects)

Plus Bonus Video - Composing For Characters: Michael GiAcchino Scores Up

Music by Michael Giacchino Music Orchestrated and Conducted by Tim Simonec Music Recorded and Mixed by Dan Wallin Music Editor: Stephen M. Davis Music Contractor: Reggie Wilson Assistant Music Contractor: Connie Boylan Score Coordinator: Andrea Datzman Music Preparation: Booker White – Walt Disney Music Library Additional Conducting by Marshall Bowen Additional by Jack J. Hayes, , Michael Giacchino, Jennifer Hammond, Larry Kenton, Cameron Patrick Assistant Music Editor: Alexandra Apostolakis Compositional Robotic Defensive Artist: Dave Craftsman Sound Effects Provided by

Executive Music Producer: Chris Montan Music Supervisor: Tom MacDougall Music Production Director: Andrew Page Post Production Supervisor: Paul Cichocki Music Business Affairs: Donna Cole-Brulé Music Production Coordinator: Ashley Chafin Executive Music Assistant: Jill Heffley Music Production Assistant: Siobhan Sullivan

Music Recorded and Mixed at Warner Bros. Eastwood Scoring Stage Recordists: Greg Dennen, Tom Hardisty Scoring Crew: Richard Wheeler, Jay Selvester, Ryan Robinson, Jamie Olvera “The Spirit Of Adventure” Vocals by Craig Copeland Mastered by at Lurssen Mastering Music/Creative Marketing: Glen Lajeski

Bonus Video Producer: Galyn Susman Bonus Video Directors: Tony Kaplan, Erica Milsom

MICHAEL GIACCHINO WISHES TO THANK... The swellest, most gosh darn nifty orchestra a guy could ever hope for! The most Johnny-on-the-spot music support team a person could be associated with! and Jonas Rivera for one heck of a GREAT balloon ride! Tom and Jenni for letting me hunker down in their garage for way too long. And finally... thanks to the bestest family in the whole world. You guys truly deserve the Ellie Badge!

In Memory of Larry Corbett

All Score Published by © 2009 Walt Disney Music Company (ASCAP)/Pixar Talking Pictures (ASCAP)

WALT DISNEY PICTURES Presents A PIXAR ANIMATION STUDIOS Film “UP” Music by MICHAEL GIACCHINO Story by PETE DOCTER BOB PETERSON and TOM MCCARTHY Screenplay by BOB PETERSON and PETE DOCTER Executive Producers Produced by JONAS RIVERA Co-Directed by BOB PETERSON Directed by PETE DOCTER disney.com/up ORIGINAL SOUNDTRACK AVAILABLE FROM Text UP to DISNEY (347639)* ©Disney/Pixar *STANDARD CARRIER FEES APPLY

P 2009 /Pixar C 2009 Disney Enterprises, Inc/Pixar Burbank, CA 91521 D0004192F5 Unauthorized duplication and use prohibited.