I was completely unprepared for how emotionally involving Toy Story 3 would be. Sure, Pixar has managed to break and melt your heart through ten previous movies, but I suppose I foolishly felt that I was beyond caring for toys. But even in the opening minutes, a tremendous make-believe fantasy, I felt punches of emotion as each character was reintroduced. It felt like I was reconnecting with old friends and it was such a pleasant reunion. It’s okay, guys, to cry over toys.

Cowboy sheriff Woody (voiced by Tom Hanks), the leader of Andy’s toys, is trying to keep hope alive. Andy is now 17 years old and on the verge of leaving for college. His favorite childhood toys have long since been relegated to a chest as Andy has matured. Joining Woody are spaceman Buzz Lightyear (Tim Allen), Jessie the cowgirl (Joan Cusack), Mr. and Mrs. Potato Head (Don Rickles and Estelle Harris), Slinky Dog (Blake Clark), the timid Rex (Wallace Shawn), and the piggy bank, Hamm (John Ratzenberger). They are all the toys in their gang that remain. As Andy leaves their main goal seems to have been accomplished. They were there for their owner and now he no longer needs them like he once did. The toys have a few options left: stuffed into the attic, sort of like a retirement home, until perhaps Andy digs them out for his own kids, or being thrown out with the trash. Woody assures them that Andy would never just throw them all out, though even he has his doubts about their current purpose. They all feel the loss.

After a mix-up, the toys decide to take matters into heir own adjustable hands. They will sneak away inside a donation box for Sunnyside Day Care. The center seems too good to be true. The courtly Lotso Hugs Bear (Ned Beatty), who seems to lead the center, promises that all toys will never be forgotten again. When the children grow too old then a new batch moves in to play. It’s a toy’s dream, that is, until Buzz and the gang discover that they’re canon fodder for hyperactive, maniacally destructive toddlers. They can’t keep up with the daily abuse. Sunnyside Day Care is less a haven than a prison. New toys have to pay their dues and earn a place in the vaulted Butterfly Room, where young children lovingly interact with their toys. It’s a toy class system. Lotso refuses to cotton to rule-breakers, and toys are locked away nightly so they cannot escape. Woody must try to save his friends by breaking them out and getting back to Andy before he departs for college.

Given that the movie tackles major issues like moving on, growing up, and mortality, I knew I was in for some heavy moments, but absolutely nothing prepared for some of the emotions that clobbered me. You do realize through the course of this third film as the toys try and find a suitable place to retire, if you will, how attached you are to these characters. Late in the movie the toys are in some dire circumstances. There’s a horrifying junkyard sequence that even manages to evoke Holocaust imagery, which means parents are going to have to calm some spooked tykes come bedtime. There’s a silent moment, where the toys all seem to accept their fate, and all they want to do is join hands and face it together, as a united family one last time … and my God, I could not control myself. My face was dripping with tears (even thinking back right now is causing my eyes to well up a bit). Toy Story 3 isn’t the strongest of the trilogy in terms of character or plot (in some respects, the plot is a reworking of The Brave Little Toaster), but you better believe that it delivers emotional resonance in spades. Major credit goes to screenwriter Michael Arndt who won an Oscar for Little Miss Sunshine.

But fear not, Toy Story 3 is not all sturm und drang, it also provides plenty of laughs and plenty of visual wonder and excitement. The toy’s point of view has always allowed for plenty of amusing insights and satirical riffs. The personality clashes makes for the most jokes, and the new characters pull their own weight, particularly Ken (Michael Keaton), an effeminate clothing-conscious doll who finds his true love with the arrival of Barbie. The use of Big Baby as a malevolent goon is also refreshing and quite creepy. The Spanish Buzz reboot personality seems superfluous but cute. The jokes come by at a steady pace and while they all may not work as well (Ken in a trying-on-clothing montage set to “Le Freak”?) there are still moments of great creative ingenuity. The detailed escape from Sunnyside feels like a terrific parody of prison movies, and they way it utilizes all the different characters as key components is satisfying and fun. But the best moment of the break-out, by far, is when Mr. Potato Head is trapped, hurls his pieces out of an opening, and reassembles thanks to a tortilla body. It’s a weird visual, like something out of Salvador Dali, and yet I could not stop giggling from watching his floppy movements. It’s comedic while at the same time a genius move in drawing out an action sequence — it makes keen use of the players and their skills. From an action standpoint, G-rated Toy Story 3 manages to have more thrills and spills than any other 2010 movie so far.

Director Lee Unkrich (co-director for three previous Pixar flicks) makes quite a debut for himself. The complexity of the action, while still maintaining an internal logic, is hugely rewarding. The Pixar wizards truly know how to craft inventive action sequences and stay true to character. Unkrich’s command of visuals is impressive. The action is well paced, but it’s the man’s use of composition, camera movement, and editing make Toy Story 3 a visual treat. Unkrich fully knows how to best utilize and fill up the screen. The world of Toy Story is popping with color and visual whimsy, as well as plenty of sight gags and subtle movie references for adults. Ten years of advancements in computer effects has also allowed the toys to get a bit of a facelift. The 3-D process enhances the overall experience without calling attention to itself. There aren’t any standard 3-D moments where big and pointy things keep flying out at the audience. The 3-D provides a greater field of depth without distracting you from the pivotal moments of story.

The voice acting is just about perfect from top to bottom. Allen and Hanks are a welcomed pair, Cusack provides plenty of spunk, Rickles brings his usual dish of joyful disdain, and new characters like Timothy Dalton as a stuck-up thespian porcupine and Kristen Schaal (TV’s Flight of the Conchords) as a bubbly triceratops toy are fun additions that don’t overstay their welcome. Blake Clark takes over the voice of Slinky Dog from the late Jim Varney who died in 2000, and he does a fine job without sounding like a direct imitation. I was really delighted by Beatty. He has such a Southern gentlemanly demeanor that underscores the hardened heart of his villainous character. And yet, Lotso gets his own rich back-story of abandonment and bitterness similar to Jesse the cowgirl. Even when he’s dastardly we can see where the big purple Teddy bear who smells like strawberries is coming from. Ned Beatty has finally appeared in another breakthrough cultural film to redefine his identity. Perhaps now he won’t be best remembered as the guy who gets raped in Deliverance. He probably still will be.

A lot has changed in the 15 years since Pixar revolutionized the world of animation and family films with their first feature, Toy Story. Kids at the time are now teenagers; some embarking on college this summer themselves much like Andy. They too have to put away former childish things and move forward. Toy Story 3 is magic confluence of heart, wit, visual whimsy, cleverness, and drama. Not quite as sharp as the first two installments, or as artful as Pixar’s high-water mark, WALL-E, the third Toy Story is still a mighty entertaining piece of work. The last 30 minutes of this movie is harrowing and then deeply satisfying and moving, finding a fitting sendoff for characters that we’ve come to love. It’s all about moving forward, saying goodbye, and reflecting about times shared. I wouldn’t be surprised if Toy Story 3 inspires kids, and adults alike, to go home and play with their old toys, giving them renewed life and purpose.

Nate’s Grade: A