I took my mother and 2 1/2-year-old nephew to see this. My mom and I both loved it -- my nephew fell asleep about half-way through, but watched the whole thing after we bought the DVD -- then kept asking to watch it again (over and over!). After Nemo's mom's death, he kept asking, "Where'd da Mommy go?" We told him, and he said, "Oh, that's sad" and "Oh, that's MEAN!" During the 'scary' parts, he covered his eyes, though I could tell he wasn't *truly* scared (I think that's just his reaction because if we're watching television and something violent or scary happens unexpectedly, we tell him to cover his eyes until we change the channel). He really enjoyed the different animals, and was interested in what was going on, asking lots of questions. I'd recommend this to anyone, as long as parents think their kids can handle the more serious themes and scariness.