The Making of “Toy Story 3”

Sunnyside Day Care
Pixar Animation Studios

The final scene as it appears in the film. The sequence was the biggest challenge for the filmmakers, involving hundreds of toy characters. Eschewing crowd-simulation technology, director Unkrich wanted each character animated by hand.

"Rather than taking a half-dozen animators and bogging them down, we shut down all the scenes and put everyone on it for two weeks," says supervising animator Bobby Podesta.

The scene also includes a line spoken by director Lee Unkrich, as the voice of the Jack in the Box that says, “New toys!”

A years-old concept got chucked at the very first meeting as the Pixar brain trust looked to reinvent its beloved franchise — and give it a fitting finale.

Pixar Animation Studios has always had its eye solidly on the future of moviemaking, using cutting-edge technology and old-fashioned storytelling to propel animation into the 21st century. It rarely has looked backward or indulged in nostalgia about its success. But 1995’s Toy Story, the first completely CG-animated feature-length movie, and the franchise it spawned are so near and dear to the company’s heart that when work began on the estimated $200 million Toy Story 3 in 2006, it was the movie everyone at Pixar wanted to work on, from fresh, young talent to studio veterans including producer Darla K. Anderson.

“It’s unusual for a senior producer to want to do a third installment of something, and I think that’s a testament to these characters and these films,” Anderson says. “I passionately wanted to be a part of it and telling this story again. We attracted a lot of the best people and the senior people.”

Says director Lee Unkrich of the new generation that wanted to be part of a franchise they grew up with: “One of my top story guys was 9 years old when Toy Story came out. For them, Toy Story was the film that inspired them to become storytellers and filmmakers and animators.”

Unkrich had been there from the start, working as a film editor on Toy Story and co-directing Toy Story 2 with John Lasseter. After the sequel was released in 1999, he says a third installment seemed inevitable, but Pixar and its distributor Disney had legal friction that put Toy Story 3 on hold. That obstacle vanished when Disney bought Pixar in 2006, and Unkrich says he again expected to co-direct the movie with Lasseter. But Lasseter, who had been put in charge of Pixar and Walt Disney Animation Studios, had other plans.

“John took me aside and said: ‘I want you to direct Toy Story 3. I can’t do it, and I know you’ll do a great job. It’s in your hands now,’ ” Unkrich recalls. Then, after the initial excitement of the offer passed, reality set in. “I was excited and flattered, and then I just realized the crushing enormity of what it was we were being asked to do,” he says.

The first instinct among the Pixar brain trust — the creative leaders who oversee film development, including Unkrich, Lasseter, Anderson, Andrew Stanton, Pete Docter, Bob Peterson and Jeff Pidgeon — was to go back to where it all began with a two-day retreat in March 2006 at the Poet’s Loft, a cabin overlooking Tomales Bay in Marin County, Calif., where the first Toy Story was born. The group thought they knew how the meeting would unfold.

“We had had an idea for a Toy Story 3 for years that we had carried around, that we thought would be our Toy Story 3 if we ever got to make it,” Unkrich says. “But within 20 minutes of the first day at the cabin, we shot down that idea. The moment we started really digging into it and talking about it, we realized, ‘This isn’t good enough.’ ”

(But what was that original idea? Unkrich says it’s a secret — for now: “I wish I could say what it was, but we found at the studio that we have a lot of ideas that aren’t right at the moment, but we end up putting them up on a shelf and they end up coming down off the shelf in some form later on.”)

Says Anderson: “This was exactly the opposite of how I thought this was going to go. But one of the strengths of Pixar is that no matter how long you’ve been thinking about something or are seemingly committed to it, if at the moment it’s not right, we’ll shelve it. And we started 100 percent from scratch.”

It took until the second day for  ideas to emerge about the toys’ owner, Andy, heading off to college and the toys getting trapped in a day-care center and, in the end, getting passed on to a little girl named Bonnie. Stanton turned those ideas into a treatment that became the skeleton of the movie.

Unkrich began by surrounding himself with top-notch talent. He had been working with writer Michael Arndt on another project and immediately asked him to jump over to Toy Story 3. That was the week Arndt’s first produced screenplay, Little Miss Sunshine, had taken the Sundance Film Festival by storm on its path to a best original screenplay Oscar — and it was a week Arndt will never forget.

“When Lee first asked me, it seemed like an easy yes,” Arndt says. “It’s the flagship franchise; you’re working with the best people; you’re sure the movie is going to get made. It took me a year to figure out it could have been the biggest mistake of my life because if it turned out OK, people would say, ‘Sure it did; it’s Pixar.’ If it didn’t, it would be my fault.”

Arndt moved from New York to California to write the movie at Pixar, a move he initially resisted but came to see as a tremendous advantage. “When I got there, it all suddenly made sense to me because you see how collaborative the process is up there, especially how tight and sharp the feedback loop is as material gets generated, critiqued and refined over and over again,” he says. “Part of the reason Pixar works as well as it does is everyone has to be together in this building, and you’re able to create a lot of happy accidents.”

Working off Stanton’s treatment, Arndt says the film was broken down into about 25 sequences, most of which went through 10 or so drafts (one early scene went through 60) then were cut into rough story reels with temporary voices and music that were screened internally to see if they worked — and then were revised again.

Arndt, who even sat in on recording sessions with voice actors, describes the process as luxurious. “You’re able to test-drive your ideas or your jokes or just your story in general in front of a live audience,” he says. “It’s a much more forgiving process as a writer than live action.”

The sense of finality in the film — that this was saying goodbye to the characters — carried over to the voice booth. Anderson says Tom Hanks’ schedule was worked out so he could record Woody’s final scenes during the last session. 

The animation process itself posed unique challenges for the final film, not the least being how to balance advances in technology since Toy Story 2 was made while maintaining the look and feel of the earlier films.

Modern lighting and texturing tools were used while retaining the previous films’ color palettes and style in things like furniture. The animation models had to be rebuilt but were done so with simplified controls similar to those available to animators on the earlier films.

“It was good for the animators ultimately because they had to really simplify their work and go back and study Woody and Buzz and the essence of those characters,” Unkrich says.

Further aiding the technical nostalgia was supervising animator Bobby Podesta, who conducted in-depth interviews with as many animators as possible from the original film to help the crew get inside the mind-set that existed at the beginning.

Podesta says the biggest challenge by far was the sequence in which Woody, Buzz and the gang arrive at Sunnyside Day Care and receive a warm welcome from literally hundreds of other toys.

Eschewing crowd-simulation technology, Unkrich wanted each character animated by hand, requiring an all-hands-on-deck approach. “Rather than taking a half-dozen animators and bogging them down, we shut down all the scenes and put everyone on it for two weeks,” Podesta says. The 60-member crew focused solely on that sequence, and if they completed their work early, they jumped right back in to help other animators get the entire sequence done on time.

Even with the addition of stereoscopic 3D, which was built into the pipeline, Anderson says the production of Toy Story 3 was by far one of Pixar’s smoothest.

The conversion of the first two films to 3D surprised everyone by working out better than expected. “What that told me was I didn’t need to do anything different on Toy Story 3,” Unkrich says. “I just needed to make a good film and make it following my own guts.”

He was stressed about the music for the film — in particular the melody that would be used for the scene where Andy gives his toys to Bonnie — not because he lacked confidence in composer Randy Newman but because the schedule was so tight that he wouldn’t hear the tune until the recording session. It left almost no time for revision.

“The days leading up to that recording session, I was just completely coming out of my skin,” Unkrich says. “I knew so much hung on that last scene in the movie, and it could have all been undone by music that wasn’t quite working. Randy is just a master, and it worked out great, but that, for me, was my final hurdle to get over creatively. Once that was working, I knew we were in good shape.”

Looking back on Toy Story 3 after its release, Unkrich says people reacted to more than seeing beloved characters return to the screen — there also is depth to the story that comes from the growth and experience he as a filmmaker and Pixar as a studio have developed during the years since Toy Story.

“We’re all getting older and living life more,” he says. “We’ve been raising kids, and we’ve lost friends, and you look at life differently when you’re in your 40s than in your 20s. All the elements that we have in Toy Story 3 were part of the first Toy Story — just everything, hopefully, is a bit more amplified.”              

THREEPEATS: How second sequels have fared domestically

  1. Toy Story 3 (2010) $415M
  2. The Lord of the Rings: The Return of the King (2003) $377M
  3. Spider-Man 3 (2007) $336.5M
  4. Shrek the Third (2007) $322.7M
  5. Pirates of the Caribbean: At World’s End (2007) $309.4M
  6. Return of the Jedi (1983) $309.3M
  7. The Twilight Saga: Eclipse (2010) $300.5M
  8. Harry Potter and the Goblet of Fire (2005) $290M
  9. X-Men: The Last Stand (2006)
  10. The Bourne Ultimatum (2007) $227.5M