"TOY STORY 3" (2010)

TOY STORY 3

Story by

John Lasseter Andrew Stanton Lee Unkrich

Screenplay by

Michael Arndt

Blue sky, fluffy clouds.

The TOY STORY logo. A branding iron sears a “3” into it.

IMAGE bursts into FLAMES...

A train races across the desert. MOVE IN on an ARMORED CAR.

Suddenly, the roof blows open.

Money bags fly out. ONE-EYED BART (Mr. Potato Head) follows.

Bart stashes the loot. Suddenly, a lasso yanks his arm off.

The lasso lifts him off his feet. He falls, dazed. A figure approaches -- WOODY. He pins Bart with his boot.

A WAR CRY. Woody looks up.

VOICE (O.S.) Ai! Ai-ai-ai-ai-ai-yah!

A Ninja warrior, ONE-EYED BETTY (Mrs. Potato Head), flips down the train roof, wielding a sword and nun-chucks.

Woody handsprings away. He gets to the end of the Caboose. Betty hits him with her purse. He teeters, then falls.

Bart and Betty laugh, peek over the edge...

GALLOPING HOOVES

TILT UP to find Woody, riding BULLSEYE, JESSIE at the reins.

Bart pulls out a remote detonator.

Ahead, a huge trestle bridge spans a canyon. ZOOM to REVEAL -- The middle of the bridge is loaded with dynamite.

Bart laughs, hits the detonator. The bridge explodes.

Woody, Jessie, and Bullseye gasp.

WHIP PAN -- A train car of TROLLS lean out the windows.

One-Eyed Bart cackles.

HONK-HONK! A pink Corvette, driven by the three ALIENS, pulls up alongside the train.

The Potato Heads leap off the train into the Corvette. They speed off. Woody looks at the out-of-control train.

Bullseye runs up next to the speeding locomotive.

Woody stands, then leaps from Bullseye into the locomotive.

Woody turns a gear, pulls the brake.

Train wheels lock. Sparks fly. Woody looks ahead.

POV -- The train skids toward the severed rails.

Bullseye and Jessie skid to a stop at the canyon edge.

Too late. Woody and the train plummet over the edge.

Bullseye and Jessie are horrified.

From deep in the canyon, a FLASH and RUMBLE.

Then, the entire train rises into the sky.

Holding it from below is BUZZ LIGHTYEAR.

Woody leans out the front.

A large, hand-painted sign reads:

Border Crossing One Mile Outlaws Welcome

WHIP PAN -- The Corvette speeds past.

The Outlaws laugh gleefully. Bart kisses his loot.

The Aliens see something in the sky, point...

Buzz flies out of the sun, firing his laser.

The Corvette is sliced in half. The halves fall away.

The Outlaws tumble into a heap.

Woody and Jessie step up. Buzz lands nearby, laser poised.

Bart WHISTLES.

From above, SLINKY springs down the canyon walls, coils crackling with energy. He circles the gang, bites his tail. An ENERGY BUBBLE forms around them.

The Earth trembles. Cracks form. The ground bursts open.

A giant REX emerges, BELLOWING.

He leans toward Bart, lets out a fearsome ROAR.

A shadow. Rex stops. An intense HUM. Everyone looks up.

An enormous, pig-shaped spaceship hovers above them.

We FLY UP to...

DR. PORKCHOP (Hamm) sits on the bridge, sporting a bowler.

Bart, Betty, Slinky, and the Aliens are suddenly beamed up.

Hamm flips open a switch. A red button: DEATH BY MONKEYS.

He pushes it.

The ship’s belly swings open. A yellow barrel is dropped.

The barrel falls.

It explodes into a mushroom cloud of crazed red monkeys.

Woody, Buzz and Jessie flee. The Monkeys come after them.

Rex ROARS. The Monkeys swarm over him, taking him down.

Woody, Buzz and Jessie are overtaken and pinned down.

The spaceship’s snout rotates and opens. A giant laser cannon powers up with a deafening HUM. Bart LAUGHS and reaches for a button marked with a skull and crossbones...

Jessie turns away, eyes shut.

Bart LAUGHS louder.

Buzz turns away.

Bart CACKLES -- finger on the trigger.

Woody grimaces...

Andy imitates One-Eyed Bart’s LAUGH.

On Woody and Buzz. Andy’s hands move Woody as he “talks”.

Andy presses Buzz’s laser, makes a ricochet sound -- PSHOO! -- off Woody’s badge and traces a line into the air...

...Where Hamm, the Potato Heads and the Aliens perch on a winged cardboard box, crudely fashioned into a spaceship, that dangles from the ceiling.

Andy hits the carton -- PPPKOOOOOSHHH!!!

The Toys tumble to pillows on the floor.

CAMCORDER POV - HANDHELD

MOM’S hand pushes open a door. Andy, 8, in his cowboy hat, jumps around making EXPLOSION NOISES.

He’s turned his room into a Western “set” complete with a Tinkertoy trestle bridge, a Barrel of Monkeys, etc.

Camera ZOOMS IN. Andy looks up, stops.

Suddenly, MOLLY, 2, toddles in, knocking over Tinker Toys.

Andy races around. Chaos, laughing. Buster enters, BARKING.

The CAMERA PIVOTS UPSIDE-DOWN, revealing Mom’s face.

The TAPE GLITCHES and we JUMP TO...

BEGIN MUSIC -- “You’ve Got A Friend In Me”

Molly sits in a high chair, party hat on, eating cake.

Camera PANS Andy’s Toys, wearing party hats. End on Andy, holding Woody, stuffing cake in his mouth.

Andy holds Woody up to CAMERA, cake crumbs flying.

Mom pencils a line above Andy’s head onto the door frame.

Andy steps away and beams.

Andy holds Woody against the door frame, marks a line above Woody’s head. ZOOM OUT to reveal lines and labels for all the toys, including for “Slinky” and “Slinky’s Butt”.

Andy gives Woody a piggyback ride.

Andy holds Buzz towards camera, shoots his laser.

Andy makes Buzz and Woody high five.

Andy lies in a pillow fort, surrounded by toys, eating from a huge bowl of popcorn, and watching an off-screen TV.

He stuffs popcorn in Rex’s mouth, turns back to the TV. His eyes widen. The popcorn tumbles out of Rex’s mouth.

Andy rockets Jessie and Bullseye around the front yard, while Mom struggles to keep him in the FRAME.

Andy, laughing, spins around, falls on his bed, pulls his toys close -- holding Woody, Buzz and Jessie in the warm, glowing embrace of a child’s innocent and boundless love.

The song FADES on “Our friendship will never die...”

Dark, crowded. Toys crammed together. Light seeps in. Nervous, backstage jitters. They speak in HUSHED TONES.

Potato Head groans. Buzz sits by the rim. Jessie climbs up.

He laughs, nervous. She grins. Finally, he turns away.

The Toys clamber to the rim and gaze out.

POV -- SARGE and two ARMY MEN slip in the room, dragging something in a gym sock.

The Army Men arrive at the chest. Woody peers down.

The Toys are thrilled. The Army Men hoist the sock up.

Buzz turns the sock upside-down. A cell phone slides out. Toys gather around.

Buzz flips open his wrist cover. A phone number is written inside. Jessie pulls out a cordless phone, leans close to Buzz. Buzz chuckles, nervous. Jessie dials the phone.

Woody tosses the cell phone to Rex.

Jessie gets to the last digit, hits it. Silence.

Suddenly, the cell phone RINGS. Rex yelps.

Buzz, Jessie and Woody peer over the rim. FOOTSTEPS on the stairs.

Woody’s eyes are fixed on the door.

The door opens. ANDY enters but we only SEE his jean-clad legs. He scans the room, zeroes in on the toy chest.

He lifts the lid REVEALING...

Andy is a teenager. His hair is long and his voice deep, but he has the same kind face. He looks down, puzzled.

The Toys lie, lifeless, amid sports equipment and clothing.

The phone RINGS again. Andy’s hand rummages.

Woody hugs the cordless as Andy’s fingers pass by and find the cell phone.

He pulls it out. The phone is stuck in Rex’s arms. Andy pulls. Rex clings. Andy finally yanks the phone loose.

CLOSE ON -- Woody, holding the phone. He closes his eyes.

Andy hangs up, turns.

Andy scoffs, looks down at Rex in his hand. Rex lies frozen, smiling -- eager to be played with.

Andy drops Rex in the box, shuts the lid, heads out.

He departs, closing the door -- CLICK.

CREAK -- Woody and Buzz push the chest open, share a look. The other Toys climb out.

They spill out onto the floor. The room has changed -- rock posters, guitar, skateboard, other teen detritus.

Woody and Buzz jump down, exchange a glance. Buzz nods. Woody waves his arms.

GROANS of boredom.

The Toy Community is a lot smaller. Woody rolls with it.

Woody looks at all of them. He shakes his head.

Gasps. Everyone is crushed by this news.

Mrs. Potato Head begins to sniffle. Buzz steps forward.

Potato Head steps up.

Buzz, in FOREGROUND, sees something off-screen, frowns.

POV -- Sarge and the Army Men climb up onto Andy’s desk.

The other Toys keep arguing.

Everyone turns. Sarge and his last two Soldiers climb to the window sill.

Sarge straps in tandem with Soldier One. They leap. Their parachute opens and the wind carries them off.

He jumps and flies off too. The Toys are stunned.

Jessie begins to panic.

Woody turns, waves his arms.

Woody nods, stoic.

The Toys shrug, MURMUR in semi-agreement. Woody softens.

Woody looks at Rex, unable to say “yes”.

The Toys disperse.

She puts a hand over her empty eye socket.

Hamm turns to Rex.

Woody watches as the Toys trudge off.

ON THE DRESSER

Woody climbs up, surveys the room -- posters, guitar, textbooks. He turns to a cork board where Andy’s high school graduation photo is pinned. He lifts it to find...

A SNAPSHOT shows an eight-year-old Andy wearing a cowboy hat and posing with Woody and Buzz and all of Andy’s toys.

Woody gazes at the halcyon past he can never return to.

Buzz steps up behind him.

CLOSE ON -- The SNAPSHOT of young Andy.

FOOTSTEPS on the stairs. Woody and Buzz turn.

The Toys scramble back into the toy chest. Andy enters with Molly close behind.

Molly sighs, walks off. Andy starts typing on his laptop. Andy’s Mom enters carrying cardboard boxes and trash bags.

She picks up a box and writes “College” in magic marker. Andy stares at his computer.

She picks up his skateboard, puts it in the “College” box.

She tosses an apple core in a trash bag, hands it to Andy. Molly opens the Toy Chest.

She strides out the door.

THE TOY CHEST

The Toys watch as Mom picks up a box, enters Molly’s room.

Rex whispers.

Mom writes SUNNYSIDE on the box. Molly pouts.

Mom leaves. Molly sighs -- Moms! -- surveys the room. She picks up a xylophone, a Magic 8-Ball, puts them in the box.

She picks up her old Barbie.

MOLLY POV -- Barbie smiles, desperately eager to please.

Molly, indifferent, tosses Barbie into the box, then buries her face in a “Teen” magazine.

THE TOY CHEST

Across the hall, the Toys react.

Mom walks back and finds Andy still on his laptop.

She pulls open the toy chest.

THE TOYS

Silently hear this bombshell. Mom lowers the lid.

He stares at his laptop. She shakes her head, exits.

Andy sighs, closes his laptop. He turns, surveys his room.

He rolls his chair to the toy chest and opens the lid.

Inside are the Toys -- his old friends. They lie frozen, smiling, forever eager to play.

Andy gazes at them, making a decision.

Abruptly, he grabs a trash bag, snaps it open. He picks up the Toys -- Rex, Potato Head, Jessie -- tosses them in.

He pulls Hamm’s cork, empties the change out, and dumps him, with rest of the Toys, in the trash bag.

Then Andy picks up Buzz and Woody, looks at them.

POV -- Buzz, grinning and heroic. Woody, smiling and loyal.

TOYS POV -- Andy turns, tosses Woody in the College box.

The Toys gasp. Andy drops Buzz into the garbage bag.

IN THE BAG

Buzz is stunned and hurt.

Andy cinches the bag closed and carries it from the room.

Behind him, Woody pops up from the College box, shocked.

IN THE BAG

It’s dim and crowded.

Woody jumps from the box, runs across the room, hides behind the door frame.

Andy walks onto the hall landing, reaches up, and pulls open a trapdoor ladder that leads to the attic.

Woody watches, relieved.

Andy begins climbing to the attic. One rung... Two...

Molly enters the hall landing, struggling with her box. It hits the door frame. A Magic 8-Ball falls out.

Andy steps down, leaves the bag at the foot of the ladder, grabs the 8-Ball. He helps Molly carry her box downstairs.

They disappear.

IN THE BAG

The Toys are piled all over each other. Jessie is hyper- ventilating. Buzz looks around -- plotting his next move.

They all listen. A faint CREAKING.

ON THE LANDING

The attic ladder -- spring loaded -- retracts, pushing the toy-filled trash bag out of the way.

IN THE BAG

The bag is tipped over. The Toys tumble over each other.

ON THE LANDING

The ladder pushes free and rises to the ceiling, retracting completely. Woody tiptoes into the hall toward the bag.

Suddenly, Mom enters carrying a trash bag. Woody retreats. Mom trips over the toy-filled bag, looks down -- irritated.

No answer. Mom sighs, picks up the toy-filled bag and exits, carrying it downstairs.

ANDY’S ROOM

Woody -- at the door -- is electrified.

He steps back, mind reeling.

Off-screen PAWS and the JINGLE of a dog collar. Buster enters -- old, saggy, panting. Woody vaults onto his back.

Buster yawns and flops over, pinning Woody under him.

Woody grabs Buster by the jowls, pulls him backwards. Finally, Buster rolls over. Woody sits up, gasping.

Off-screen, a door SLAMS. Woody turns.

Woody rushes to the window, gazes out.

POV -- Mom drops the trash bags at the curb.

WHIP PAN -- Rumbling up the street is a garbage truck.

Woody gasps.

IN THE BAG

Mounting panic.

Buzz grabs the side of the bag, tries to tear it open.

Woody grabs a pair of scissors, shoves them in his holster. He lunges for the drainpipe, slides down, hits a gutter and tumbles into the bushes below. CRASH!

IN THE BAG

The Toys follow Buzz’s lead, pulling the sides of the bag.

Buzz looks at Rex’s pointy tail.

OUTSIDE THE BAG

The truck RUMBLES closer, two driveways away.

IN THE BAG

The Toys follow Buzz, shoving Rex backwards.

OUTSIDE THE BAG

The bag stretches. Rex’s tail is nearly through.

IN THE BAG

Rex is muffled by a mouthful of plastic.

IN THE YARD

Woody uses the scissors to snip his way out of the bush. The garbage truck approaches Andy’s driveway.

Woody races out, dives behind the mail box post. The GARBAGE MAN is in head phones, playing air guitar, drumming the mail box. He empties a garbage can into the truck.

Woody ducks from behind the post, plunges his scissors into a garbage bag.

Garbage spills out: wrong bag. He tries another. No luck.

As the Garbage Man turns, Woody ducks behind the post. The Garbage Man grabs the last bags, tosses them in the truck.

He climbs on a running board, SLAPS the side.

The truck shifts into gear and lurches off down the street.

THE STREET

As the truck rumbles off, Woody ducks from behind the mail box, runs after it. The truck pulls up at the next house. Woody hides behind a fire hydrant.

The Garbage Man hops off the runner, yanks a lever. The truck’s compactor lowers, scoops up the trash bags.

From behind the hydrant, Woody watches in horror.

The compactor retracts, CRUNCHING the bags remorselessly.

A TINKLE. Woody turns. In Andy’s driveway, an upside-down recycling bin scurries on little feet into the garage.

Woody sighs, relieved.

The Toys cast off the bin. They are traumatized.

She SOBS on Mr. Potato Head’s shoulder.

Jessie is furious.

She turns and scans the garage -- galvanized, determined.

Everyone turns. Jessie is smiling.

They follow her gaze. In the hatchback of Mom’s car is Molly’s box of toys, marked SUNNYSIDE.

Woody darts from a tree to a landscape boulder, sneaking towards the garage. He peeks out from behind a flowerpot.

WOODY’S POV -- The Toys clamber into the Donation Box.

Buzz stands outside the Donation Box as the other Toys clamber in. Jessie helps the Aliens up into the box.

Buzz looks at her and the others.

He helps pass the Aliens up. Woody approaches, incredulous.

Jessie and the others duck in the box, pull the flaps shut.

He walks around and tries to push the box out of the car.

SLAM!!! The hatchback shuts.

Buzz and Woody turn. Through the window, Andy’s Mom walks to the driver’s seat, gets in. Woody and Buzz crouch down.

The car lurches into gear and drives off.

The Toys have gathered around Barbie, who is sniffling. Mrs. Potato Head pats her shoulder.

Barbie nods, putting on a brave front.

She breaks down again. Potato Head rolls his eyes.

Suddenly, the box flaps open and Woody and Buzz vault in.

The Toys react, incensed.

Jessie goes toe-to-toe with Woody.

Buzz intervenes.

Abruptly, Barbie bursts into tears.

The car hits a bump and Woody tumbles.

The car pulls into a modest day care center -- Sunnyside -- a cinder block building with bright, kid-friendly murals.

Andy’s Mom pulls out the box, carries it across the lot.

Inside the box, the Toys peer out the hand slots.

Through fencing we SEE glimpses of kids running and playing with SHOUTS and LAUGHTER. The Toys look at each other.

Andy’s Mom is BUZZED through glass doors. A RECEPTIONIST behind a counter types at a computer while a small girl on the counter plays with a toy chimp. Andy’s Mom enters.

She puts the box on the counter.

The girl, BONNIE, looks up, then turns to her Mother, shy.

The Receptionist opens the box. Bonnie tries to look in.

Mom departs and the Receptionist folds up the box flaps.

The Toys peek out as they are carried down a hallway.

The Box is placed on a counter. The Receptionist departs.

In the box, the Toys step up and jostle for a view.

TOYS’ POV -- An idyllic day care classroom, filled with the happy bustle of four- and five-year-olds, playing with toys -- dinosaurs, a baby doll, a pink Teddy bear, a Ken doll.

The Toys stare, agog. Rex jockeys for a peek.

A bell RINGS. A TEACHER opens the playground door.

The kids CHEER and flood out on the playground. The Teacher turns off lights, shuts the door behind her.

IN THE BOX

Silence. The room is still. The Toys speak sotto.

Rex presses in. The Toys react.

The whole box tilts and falls off the counter -- SPLAT!!!

The Toys spill out. They look up.

Around the room, all the Day Care Toys stare back.

A Jack In The Box pops up.

They all CHEER and burst into smiles.

Jessie shakes hands with a ROCK MONSTER toy.

Buzz extends his hand to a ROBOT toy.

Hamm, Slinky and Barbie shake hands with an OCTOPUS toy.

Rex laughs, circled by adoring little dinosaurs.

An Insect Man ACTION FIGURE helps Mrs. Potato Head get up.

He flexes obligingly. She feels his arm, GIGGLES. Mr. Potato Head looks on. He flexes his own arm. It sags.

A Crane toy circles the Aliens. They gaze up, rapturous.

SFX -- HONK! HONK! Everyone turns.

A Tonka Truck races forward, then backs up in a quick 180 arc, revealing a large pink Teddy bear, LOTSO, in its bed.

Lotso taps a Tinker Toy cane and the truck bed rises, “dumping” him out. Like Bob Hope stepping off the links in Palm Springs, Lotso exudes an easy, cheerful charisma.

Buzz steps up, offers a hand.

Lotso grabs Buzz, lifts him in a smothering hug.

He releases Buzz, looks at the other Toys.

Woody scoffs, but Rex steps up excitedly.

Lotso steps to a wall of day-care class photos.

The Toys are overjoyed. Even Woody is taken by this vision.

Lotso puts an arm around Woody.

Lotso cuts him off.

A Ken doll appears in an upper window of a doll house.

He rides down in an elevator and opens the door.

ON KEN -- Slip-on shoes, double-pleated shorts, and an unbuttoned animal-print shirt that reveals his ripped abs. He addresses the Toys with an air of boundless self-regard.

He turns, sees Barbie. She looks up, sees him.

Sparks fly. MUSIC swells. Destiny calls. They approach.

Lotso breaks the spell.

He extends a gentlemanly arm. Barbie giggles, takes it.

He leads them off. Rex, Buzz, and Woody trail behind.

Woody sighs, exasperated.

As they walk, Ken addresses the Toys like a tour leader.

Lotso leads them past shelves of toy supplies.

CLOSET DOOR

Lotso flings open a utility closet, revealing a spa-like workshop in which smaller Toys fix up bigger Toys -- stitching rips, etc. The Toys gasp, impressed.

An Elephant plushie is getting his belly re-stuffed. He SNEEZES. Stuffing flies everywhere.

IN THE CLASSROOM

As the tour continues, Ken gestures to his Dream House.

He looks down, walks off. Barbie sighs, about to faint.

Lotso reaches a bathroom door at the end of the room.

Lotso raps the door with his cane. It’s opened by a large baby doll, BIG BABY, with a lazy, drooping eye. Big Baby COOS, peers out at the Toys. They stare up in wonder.

He throws an arm around Big Baby in Toy-solidarity.

Lotso leads the Toys through a bathroom.

Mr. Potato Head slips and falls, losing his parts.

Lotso leads the Toys into a new classroom. The Day Care Toys here are scuffier and more toddler-appropriate.

The Toys gaze up in awe. There’s kid stuff everywhere: tiny tables and chairs, finger paintings, wood blocks, banners of the alphabet, wire cubby bins, etc. The whole beautiful, child-centric universe of day care.

A TOY TRAIN weaves through the room, blowing its WHISTLE. The Potato Heads look around in wonder.

Woody is awestruck. Something nudges him. A RINGING.

He looks down. An old Fisher Price Chatter Telephone is bumping into him. Woody kneels down, friendly.

Woody (CONT'D) Oh, hey, little fella...

Lotso climbs back into the Tonka Truck. The Toys wave.

Barbie turns to Ken -- an end-of-the-first-date moment.

She giggles. They stare. It’s like they could both spontaneously combust. At the bathroom door, Lotso waits.

Ken turns to Barbie, takes her hands.

KEN & BARBIE ...Made for each other!

They gasp, thunderstruck. Barbie turns, gazes to the Toys. Jessie grins and winks. Mrs. Potato Head waves -- Go!

She gives a leg kick. Ken pumps his fist.

Lotso calls again.

Ken leads Barbie to the Truck and they hop in, giddy. Lotso taps his cane and the Truck roars off. Big Baby is the last to exit, closing the door -- CLICK -- behind them.

Through windows, children are heard LAUGHING and PLAYING. The Toys turn and wander toward the playground door.

Woody looks at them, knowing he’s fighting a losing battle.

The Toys glance at each other. Jessie steps forward.

The Toys are taken aback. Woody struggles to stay calm.

He heads off. Buzz stays put. Woody turns back.

Buzz -- torn -- steps up to Woody, sober and gentle.

The Toys stare at the ground. Rex pipes up.

Jessie steps forward -- incensed.

Woody stares, trying to contain his anger.

Jessie glares back. No one moves.

Buzz steps forward, offers a handshake. Woody looks at Buzz. He fixes his hat, turns away. Buzz is stung.

Woody walks to the hall door. Bullseye follows.

He moves on. Bullseye again tries to follow.

Bullseye retreats. Jessie puts a consoling hand on him.

KEYS in a LOCK. The Toys turn.

BONNIE’S MOM (O.S.) Bonnie...? Bonnie!

Woody looks at them, doesn’t know what else to say.

The Toys scatter. Woody hides behind the door just as Bonnie’s Mom enters.

BONNIE’S MOM Bonnie? You in here?

Woody sneaks out the door, into the hall.

CLOSE ON -- Buzz and Jessie, watching.

TEACHERS CHAT at the end of the hallway.

Woody peeks out from behind a garbage can, tip-toes into the hall, turns. A janitor cart approaches. Woody falls limp. The cart passes over Woody, leaving the hall empty.

A whistling JANITOR pushes the cart down the hallway. TILT DOWN to FIND Woody holding the underside of the cart.

WOODY POV -- He rolls through the lobby, toward the exit...

...and veers into a bathroom.

The Janitor cleans the sinks. Woody sneaks into a nearby stall. Looks up, sees an open window.

He tears a square of toilet paper, places it on the seat, climbs up the tank lid, leaps to the toilet paper roll, jumps to the top of the stall, backs toward the window.

At the sink, the Janitor looks in the mirror, starts.

Woody freezes. The Janitor stares at the mirror, Woody in its reflection.

RACK FOCUS -- The Janitor reaches up, wipes a stain off.

RACK BACK -- The window in the mirror. Woody’s gone.

Woody finds himself above the playground. Below, Bonnie plays hopscotch by herself. Her Mom walks over.

BONNIE’S MOM Bonnie...? There you are. C’mon, honey. Time to go home.

She leads Bonnie off. Woody climbs up a drainage pipe to the roof. He runs across the roof, stops at the edge.

POV, PANNING -- A high wall surrounds the day care campus.

Woody frowns. A gust lifts his hat off, blows it away.

His hat lands under a kite tangled on the roof top. Woody stares at the kite -- an idea.

Woody runs across the roof, kite over his head. He leaps and soars across the playground and over the wall. He glides down, makes a perfect landing, and laughs, pleased.

Abruptly, another gust hits, yanking him high in the air.

Woody looks at the ground far below. The wind takes the kite higher still, dipping and swirling frenetically.

Woody panics, wrapping himself around the kite’s cross-bar. The bar snaps. The kite plummets. Woody tries desperately to flap the kite wings, but it doesn’t slow his fall.

He crashes into a tree, hitting branches on the way down. He falls from the tree and stops -- eyes shut -- inches above the pavement. Opens one eye.

Slowly, his pull-string lifts him upward.

Woody dangles from a branch, trying to free himself.

Bonnie approaches, playing hopscotch. Woody sees her, goes limp. She bumps into Woody, looks up. Looks around. She tugs Woody off the branch. His pull-string retracts.

She smiles. HONK HONK!

BONNIE’S MOM (O.S.) Bonnie!

She shoves Woody in her backpack, zips it up, runs off.

IN THE BACKPACK

Woody is trapped.

As Bonnie and her Mom drive off, CRANE DOWN to REVEAL...

Woody’s hat, lying on the ground.

Bullseye whimpers, stares at the door. Jessie consoles him.

Hamm, at the window, is spying on the playground.

The Toys scramble into play position.

Buzz notices the Day Care Toys edging away from the door -- ducking, hiding, trembling, diving for cover.

The bell RINGS. Kids SHRIEK. Footsteps THUNDER.

Rex spreads his arms and runs to the playground door.

BOOM! The door bursts open, swatting Rex across the room.

A horde of squealing, hyped-up TODDLERS enter.

The Toys go limp. Buzz closes his helmet.

The toddlers descend on the Toys with SHRIEKS of delight.

Toys are snatched up by eager, excited hands.

A Boy and Girl stretch Slinky until his coil goes haywire.

A Boy smashes the Toy Train into a wall.

A Girl picks up Buzz, bringing him straight to her mouth.

A Girl dips Jessie’s hair in paint and uses her as a brush.

A Boy runs across the room, with Bullseye on top of a Corn Popper toy. Bullseye slides off, gets caught in its wheels.

Hamm is bathed in glue... Then coated in green glitter.

A Girl “rides” Rex, snapping his tail off.

The Aliens are squashed as a Boy sits on them.

A Boy picks up Mr. Potato Head’s eye, shoves it up his nose.

A Girl uses Buzz to hammer a square peg into a round hole.

BUZZ POV -- Buzz smashes the peg. Bam, Bam, Bam!

A Boy runs by, tugs the Girl’s hair. She screams, tosses Buzz away. He lands on the window sill.

BUZZ POV -- Across the playgound, in the Butterfly Room, a class of Four- and Five-Year-Olds play lovingly with Lotso and the other toys.

Buzz frowns -- Why is it Heaven in there and Hell in here?

Abruptly, a HAND grabs him, pulls him back into the fray.

CLOSE ON -- Woody. His string is pulled again.

Bonnie holds Woody, smiles.

She plunks Woody at a small table circled by other toys -- a HEDGEHOG, a UNICORN, and a TRICERATOPS.

She sets out cups, pretends to pour.

She dances from foot to foot.

She runs out the door. Woody comes alive, looks around. The other Toys stay frozen.

The Hedgehog, MR. PRICKLEPANTS, comes alive briefly.

He freezes again. The Unicorn, friendly, turns to Woody.

Woody is baffled.

A FLUSH. Woody gets back in his pose. Bonnie runs in.

She pushes buttons on a toy microwave oven, opens the door, removes a plastic hamburger, plunks it in front of Woody.

She lifts the top bun...

Bonnie eats a jellybean, pulls Woody’s string.

She spits the jellybean -- it sticks to Pricklepants’s head.

She GASPS and becomes a different character.

She turns. SMASH ZOOM to a DOLL on the shelf behind her.

Bonnie picks up the Doll, flies it around the room.

CLOSE ON -- Woody.

The toy box at the foot of Bonnie’s bed. It creaks open. Bonnie peeks out, grabs a Totoro, pulls it closed again.

Bonnie and Woody huddle in the dark.

Bonnie surreptitiously lifts the Doll into view.

She turns. Sees the doll, SCREAMS.

The toy box tips over, spilling Bonnie and her Toys.

She runs off into a closet. The Toys come alive.

Woody is stunned.

The Doll gets up, greets Woody.

They shake.

A PEA POD TOY zips open behind Woody. He turns.

PEA #1 Who’s the new guy?

PEA #2 Are you a real cowboy?

PEA #3 ‘Course he’s not, pea-brain! He don’t even have a hat!

PEA #3 Told ‘ya!

Woody and the Toys go lifeless as Bonnie runs out of the closet with makeshift shoebox rocket.

She stuffs the toys in the box, drops it on a bedsheet.

She pulls the sheet taut. The Toys fly into the air.

SLOW MOTION -- Woody soaring. The moment is magical.

Woody and the others tumble onto the bed. Bonnie flops down with them, hugging them close.

She pulls Woody to her cheek -- just like Andy once did. Woody glances at the other Toys. They smile at him.

He smiles back. That was great.

The Toys come to life, groaning.

Rex staggers by, tail missing.

Buzz sits up, dazed.

Hamm pulls his cork. Detritus spills out. He strains. POP -- a Weeble pops out. Hamm picks up a plastic arm.

He tosses it to Mr. and Mrs. Potato Head -- their parts completely jumbled.

MR. POTATO HEAD MRS. POTATO HEAD

Where’s my nose... Here’s Here it is... Gimme that, your arm... Honey, the that’s mine... moustache...?

Buzz straightens up -- back CRACKING.

Rex pulls his tail from a peg board.

Jessie peels a decal off Bullseye’s nose.

MR. POTATO HEAD HAMM

That’s right! You said it!

He clambers up a table, leaps to the bathroom door knob. It doesn’t move.

Jessie leaps to the hallway door latch.

At the playground door, Slinky tests the door knob.

Buzz drops down, points.

Hamm, on the sill, examines a window lock.

Buzz looks up -- atop the hallway door is an open transom.

Buzz narrows his eyes, thinking.

The Toys hold a Fisher Price Corn Popper. Buzz, a loop of red yarn wrapped across his chest, stands at the rear.

They take off, pushing the popper at top speed.

The Toys drop away, leaving Buzz to jump onto the handle.

The popper strikes an upturned table, lofting Buzz in the air. He grabs a string that runs across the room, using it like a zip-line. As he reaches the end, Buzz leaps off, expands his wings and flies towards a display of hanging paper-mache caterpillars, using their legs to swing from one to another. On the ground, Hamm makes signal.

Bullseye and Rex jump off a shelf, catapulting a broom forward. Buzz bounces off the broom, towards the transom. He flips, twists, and lands -- safe. The Toys rejoice.

Buzz casts part of his yarn down to the Toys. They run and grab it. Buzz turns to the hallway, stops.

BUZZ POV -- In the hall below, a pair of tough Day Care Toys, TWITCH (Bug Man) and CHUNK (Rock Man) saunter past.

Buzz frowns. O.S. GIGGLING. Buzz turns. Down the hall, Ken and Barbie say goodbye at the Butterfly Room door.

CLOSE ON -- Buzz. He stifles a dry heave.

As the Tough Toys pass, they drag Ken away.

Buzz -- using the red yarn -- rappels down into the hall. He unties the yarn and steals off down the hallway.

He reaches the Teacher’s Lounge, approaches cautiously.

Buzz peeks in. Ken, Twitch and Chunk approach a vending machine. Ken opens the bottom flap and they all go inside.

Buzz frowns. He walks to the vending machine. Suddenly -- strangely -- a cow MOOOOS.

Buzz looks around, confused. Then he looks up.

Silhouetted in the top of a glowing vending machine are Ken and the rest of his Gang. A Rooster crows: COCKADOODLE- DOO!! This is followed by MUFFLED LAUGHS and HUBBUB.

Buzz approaches the machine. From inside come VOICES.

Buzz pushes open the dispenser flap, climbs in. Above him, a pig OINKS loudly. More LAUGHS and GRIPES.

Buzz climbs up rows of candy bars and potato chips. He gets to the top, sneaks towards the light. In the top of the vending machine, a Gang of toys sits around a table.

The Gang throws batteries, Monopoly money, other items into a pot. Stretch the Octopus pulls the cord on a Farmer Says toy. As the arrow spins, the Gang roots for their bets.

Ken waves his hand over the table.

The spinning arrow stops on “Duck”.

Stretch scoops up the pile of money. The others GROAN.

The game continues, Ken presiding.

They start placing bets again.

Buzz reacts, listening.

LAUGHS. Twitch teases Ken.

Ken stands, furious.

Twitch waves a hand.

Buzz reacts. He turns to go... And bumps into Big Baby.

Big Baby tosses Buzz on the table. The Gang quickly grabs and subdues him. Ken smirks.

He struggles. Ken narrows his eyes.

A sock puppet is pulled over Buzz’s head.

Bonnie sleeps -- toys tucked next to her. Woody carefully slips from under the covers. Bonnie stirs, moves her arm. Woody freezes, leg in the air. She settles back to sleep.

Woody tiptoes across the bed, looks around the room.

ZOOM IN -- Bonnie’s backpack, hanging from her door handle.

Woody pushes a chair to the door, climbs up, lifts a cape. The address on the backpack is revealed -- 1225 Sycamore.

Woody turns. Bonnie’s Toys are watching from the bed.

He holds up his boot, where “ANDY” is written.

Trixie giggles.

The sock is pulled off Buzz’s head. He’s tied to a toy chair in a closet lit with an overhead bulb. In shadows, Lotso’s Henchmen lurk. Buzz struggles to free himself.

Abruptly, the door opens. Lotso stands, astonished.

Lotso approaches Buzz, begins untying him.

He frees Buzz. Buzz stands, casting a dark look at Ken.

Lotso lifts Buzz’s arm -- World Champion! His Gang applauds dutifully. Lotso throws his arm around Buzz.

Lotso stops.

Buzz frowns.

Lotso smiles.

Lotso’s smile fades.

Big Baby grabs Buzz and slams him into the toy chair.

Ken whistles. A RUSTLING from a shelf above, where rows of files are cluttered.

An aged Toy -- The Bookworm -- pushes aside files.

He tosses a small booklet down to Lotso. Lotso opens the booklet, flips through it. Buzz looks close, reacts -- it’s a Buzz Lightyear Instruction Manual.

Big Baby pushes Buzz down, holding him while Sparks opens Buzz’s battery compartment. Screws drop to the floor.

Lotso looks up, nods. Twitch looks -- inside the panel is a MODE switch. He reaches for it. Buzz struggles.

The Toys sit near the door. The echo of Buzz’s scream is heard. They turn.

She marches to the door and plucks out her remaining eye. She holds it under the door, sweeping it back and forth.

Mrs. Potato Head’s Eye, held by her hand, looks up and down the hallway.

The Toys gather around her.

POV, PANNING -- The hall is dark and empty. Suddenly, a VISION of Andy in his room FADES IN over the dark hallway.

The other Toys look at each other, disbelieving.

She concentrates fiercely.

From under the bed, we SEE college boxes piled up by the open door. Andy crosses frame, carrying another box.

Buster sniffs under the bed, right toward her eye.

Buster yawns, turns, and walks out of FRAME.

Andy gestures -- I left the Toys right here! Mom shrugs.

Andy picks up a trash bag. Then Andy’s Mom remembers -- her hands fly to her face. Andy slaps his forehead.

TRANSITION BACK:

Mrs. Potato Head puts her eye back in, looks at the others.

Rex picks up an Alien, does a happy dance.

Jessie stands -- fire in her eyes.

CREAK -- A door opens. Light spills in. The Toys turn.

Lotso saunters in with his Gang.

Jessie rushes to him. The others follow.

She holds up her chewed purse. Lotso bends down, amused.

Abruptly, Lotso yanks her mouth off. Everyone is shocked.

Lotso’s Henchmen snicker.

He steps up to retrieve the mouth. Lotso holds it above him. He finally grabs it. Jessie heads for the door.

Jessie almost collides with a blank-faced Buzz, stepping from the shadows. Jessie and the others are thrilled.

He runs -- arms open -- to greet him. Buzz makes a Kung-Fu sound, strikes a pose.

WHAM!!! Buzz tackles Rex, slamming him to the floor.

Buzz leaps and kicks, spins the Toys around, and knocks their legs from under them.

The Toys fall to the floor, stunned. Buzz stands atop them, salutes.

JUMP CUTS -- Buzz and Lotso’s Gang herd the Toys into the room’s wire-mesh cubbies.

Jessie fights back -- taking out Chunk and Sparks. Stretch grabs her from behind, puts her in a wire cubby, shuts it.

Jessie reaches through the cubby wire to Buzz’s shoulder.

He swats her hand away.

He turns, ramrod straight, and walks off.

Big Baby lifts Mrs. Potato Head to a cubby. Mr. Potato Head intercedes.

Big Baby drops Mrs. Potato Head in the cubby, turns and picks up Mr. Potato Head.

Lotso steps in.

Big Baby hoists Potato Head up and toddles off.

They toddle past Barbie as she enters the room, confused.

Ken puts an arm around her, leading her out.

Barbie looks over her shoulder as Sparks the Robot tosses an Alien into a cubby. Twitch slams it shut.

She slaps Ken’s arm away and turns to join the Toys in solidarity. Ken tries to grab her.

She stalks off. Ken is devastated. Then Barbie turns, walks back to him. He smiles.

She yanks the ascot off his neck.

Barbie is slammed into a cubby. Lotso surveys the room.

Buzz strides past the Toys, each trapped in a cubby.

Potato Head is carried to a covered sandbox. Big Baby lifts the sandbox cover, tosses Potato Head in. Potato Head reaches out, begging for mercy...

...Big Baby lowers the lid, closing into BLACKNESS.

Buzz rattles off the rules. Jessie grows impatient.

Buzz whips around. Lotso puts a calming hand on him.

Lotso climbs on a podium of ABC blocks -- jovial, relaxed.

He takes out Woody’s hat, tosses it. It slides across the floor to Jessie’s cubby. The Toys gasp in horror.

Lotso sits back in his truck bed, taps his cane.

Lotso chuckles as he and his cronies drive off. Buzz remains behind, standing guard over the “cell block”.

The Toys grasp the bars of their cubbies -- the horrible truth of their situation hitting home.

CLOSE ON -- A computer keyboard. Woody types an address.

BLOOP -- Suddenly, an IM WINDOW pops up on the SCREEN.

Trixie pushes in.

Woody finishes typing.

Trixie hits the Return. Slowly, a map begins to assemble.

The map resolves itself. The route to Andy’s house is a short “Z” -- less than two blocks away. Woody is amazed.

Ecstatic, he hugs Bonnie’s toys, leaps off the desk, does a happy dance across the floor, strides to the kitchen door.

Woody starts to slip through a pet door.

Bonnie’s Toys gasp.

Bonnie’s Toys trade glances. Pricklepants steps forward.

They turn -- with awe and respect -- to a toy clown, Chuckles, sitting on a sill, staring grimly out the window.

Woody steps forward.

A freckle-faced five-year-old, DAISY, unwraps a gift under a Christmas tree and finds a fresh, smiling Lotso inside.

She hugs him -- love at first sight.

QUICK CUTS: Daisy takes Lotso everywhere -- jumping through a lawn sprinkler; pushed on a swing; in bed while she reads to him, etc. He gazes lovingly at her.

Daisy sits in the back of a station wagon, Lotso in her lap. Big Baby and Chuckles are buckled in beside them.

At a rest stop, Daisy’s Family has lunch in the grass while Daisy plays happily with Lotso, Chuckles, and Big Baby.

Daisy’s Mom waves a sandwich. Daisy puts down the Toys and runs to join her family.

A sleeping Daisy is carried to the car.

A seat belt is clicked around the sleeping Daisy. The car drives off.

Daisy’s Toys sit up, their worst fears come true.

DISSOLVES:

Lotso peers down the road, keeping vigil as the sun sets. Days pass. Rain falls. The forgotten Toys remain.

CLOSE -- A heart-shaped pendant reads, “My heart belongs to...” A child’s writing shows Daisy’s name and address.

Lotso reads the pendant, hung around Big Baby’s neck. He sets off across the fields. Chuckles and Big Baby follow.

Lotso, Chuckles and Big Baby stand in the bushes outside Daisy’s window -- muddy, worn. Big Baby boosts Lotso and Chuckles to the window sill. They peer in. Through the window, Daisy lies in her bed, reading a picture book.

FAST ZOOM -- Tucked beside her is a brand-new Lotso Bear.

TRACK IN ON -- Lotso. His Universe is shattered.

Lotso drops from the window. Rain begins to fall.

Lotso’s face hardens. Big Baby stares -- uncomprehending.

He turns to go, but Big Baby and Chuckles stay put.

Lotso turns on Chuckles.

Chuckles shrinks back, cowed. Big Baby looks at the pendant, turns and begins climbing up towards Daisy’s window. Lotso walks back to Big Baby and yanks him down.

He rips the pendant off, throws it away, and stalks off. Chuckles and Big Baby are left behind -- heart-broken.

Lotso, Chuckles, and Big Baby hunch in the red, tail-lit glow of the bumper of a delivery truck as it drives through swirling rain. Their eyes are dead, hopeless.

The truck hits a pothole, knocking them off the bumper. They hit the pavement, tumble into a puddle in front of...

It’s dark. Rain pours. Lotso, Chuckles, and the Baby lift their faces from the puddle.

A FLASH of lightning reveals the Sunnyside Day Care Center.

Lotso stands, eyes narrowed. He limps towards the Day Care. Chuckles and Big Baby watch from the puddle. Lightning FLASHES.

MATCH CUT:

Chuckles, remembering. Woody listens, rapt.

He reaches in his pocket, pulls out Big Baby’s pendant.

Woody looks up.

TRACK IN ON -- Woody, torn.

The room is still. A HARMONICA plays mournfully.

TRACK down the cubbies -- The Toys grip the bars, forlorn.

CRANE TO REVEAL Hamm, playing the harmonica.

Suddenly, Buzz pounds on Hamm’s cubby.

Hamm stops playing, sighs. Buzz moves off. Bullseye looks at Woody’s hat, whimpers sadly. Jessie pats his muzzle.

She turns away, bows her head.

Jessie lifts her boot, revealing “ANDY” written underneath. Her eyes fill with regret.

The bathroom door bursts open. A Tonka truck races in the room -- Lotso in the back, his Gang hanging off the sides, WHOOPING it up. The truck comes screeching to a stop.

Buzz snaps to attention, salutes.

Buzz hops in the back of the truck.

Big Baby steps forward and tosses a dazed Mr. Potato Head into the room -- coughing, groaning, covered in sand.

The Toys gasp. Mrs. Potato Head reaches out.

Lotso addresses the room.

A BELL -- Ringing.

Bonnie runs down the hall and enters the Butterfly Room.

The room thrums with the happy CHATTER of young kids. Bonnie drops off her backpack at the lockers, rushes off.

STAY on her backpack. It unzips. Woody peers out, then surreptitiously scrambles to the top of a bookshelf.

Woody pushes aside an acoustic panel, climbs in the crawl space above the tiles, and slides the panel back in place.

O.S. -- Children’s SHRIEKS. Woody turns.

Crawling, Woody follows the noise, puts his ear to a tile.

Woody pulls up the ceiling tile and drops onto an empty reading loft, furnished with pillows and bean bag chairs. He creeps to the edge of the loft and scans the room.

POV -- Below, a Toddler uses Rex to hammer a bongo drum.

Another Toddler holds a Potato Head in each hand, then smashes them to the ground. Their pieces scatter.

A child swings Jessie by her hair, releases her. Jessie slams into a wall, drops to the floor.

Woody is horrified.

Then, off-screen, a toy-phone bell RINGS.

Woody turns. A Fisher Price Phone, The Lifer, wheels into view. He RINGS again, drops his receiver, retreats into shadows. Woody creeps to the phone, lifts the receiver.

The Lifer’s voice is hoarse and grizzled.

The Lifer rolls forward. Through the window, the Janitor -- across the yard -- dumps the broken Toy Train into a trash chute. Woody shudders -- he’s just witnessed a Toy death.

Woody bends down, respectful.

The Lifer sighs.

SHOTS -- FAST TRACKING IN on knobs of the playground door; the hall door; the office door. Each door is shut and locked. Keys are left dangling on a hook in the office.

SHOTS -- Night. Toy Trucks patrol the empty halls of the Day Care. Outside, Trucks patrol the deserted playground.

SHOTS -- TRACKING along the mural-covered cinder block wall.

Woody frowns.

A TOY CHIMP sits at the console of security monitors.

CLOSE ON -- THE MONKEY’S EYES

The bank of monitors is reflected in them.

A Toy Bunny slips through the bars of his cubby, scampers toward the hallway door.

The Monkey, staring at the security monitors, sees the Bunny on screen, bares his teeth and SCREECHES, presses the PA button, and begins furiously banging his cymbals.

The Bunny -- busted -- freezes and looks around in a panic. The hall door opens and Lotso and his Gang step in. Big Baby lurches toward the Bunny menacingly.

A Patrol Truck passes down a dark hallway. A Toy Penguin, hidden, peeks out of a potted plant, jumps to the floor.

He waddles for the front door.

ZOOM UP to a security camera at the end of the hall.

The Monkey sees the Penguin, hits the PA button, and begins SCREECHING and banging cymbals.

The Penguin is surrounded by Patrol Trucks. He puts his wings up. Big Baby pushes his way through the trucks, intent on meting out prompt and thorough justice.

A trio of Plushies use a dart gun to fire a dart, tied with string, over the wall. They begin scaling the wall.

The Monkey sees the Plushies, SCREECHES his alarm.

A spotlight hits the Plushies. Within the spotlight rises the silhouette of Big Baby, arms lifted.

The Lifer lays it on the line for Woody.

A bell RINGS. The Toddlers -- playing rough -- look up.

She opens the playground door. The Toddlers drop the Toys, rush outside. The Teacher hits the lights, closes the door.

Jessie and the Toys sit up, groaning and aching.

They look over. From a puppet theater, Woody waves.

They quickly run and gather around him, rejoicing.

Woody takes his hat from Bullseye, puts it on.

The Toys smile, reassured.

He turns.

RACK FOCUS -- Through the window is the trash chute on the maintenance shed. Woody turns to the Toys. They huddle.

Ken, dapper in an evening robe, conducts his nightly roll call. He’s trailed by Buzz. Big Baby stands guard.

Bullseye WHINNIES.

From above, Woody watches through a ventilation grate.

Ken strolls on.

Silence. Buzz backs up, looks in the cubby.

Buzz rattles the bars. An actual potato rolls to the front of the cubby -- a dummy potato, as it were.

A NOISE. Ken and Buzz turn.

Potato Head is at the window, struggling with the locks.

Potato Head sees he’s been spotted. He jumps off the sill and sprints to the bathroom door.

Buzz and Ken run across the room. Big Baby toddles after them. As they EXIT FRAME we TILT UP to find...

Woody, in a hanging light, takes out a pipe cleaner, bends it, uses it to snag the clothing line of kids’ paintings.

Potato Head reaches the bathroom, bangs on the door, then turns to face Buzz, Ken, and Big Baby. They surround him.

The Monkey, at the security console, sees Buzz and Ken corner Potato Head. He leans in to watch.

PAN and ZOOM past the distracted Monkey to another monitor. On it, Slinky slips out of his cubby cell.

Behind Ken and Buzz, Slinky runs to the middle of the room.

Woody grabs a bag of marbles, grasps the clothesline, jumps.

Woody lowers via the clothesline, drops the bag of marbles, grabs Slinky, and ascends back up to the ceiling.

He kicks Ken. Ken yelps, turns to Big Baby.

Big Baby grabs Potato Head, lifts him off the ground.

They disappear through the bathroom door.

Woody and Slinky watch as Potato Head is dragged off. They close the ceiling panel.

Ken turns to Buzz.

He salutes, departs. Ken turns to go.

Ken stops. Barbie waves to him. Ken looks around, then approaches warily. Barbie is tearful.

She breaks down sobbing. Ken is torn. Finally, he gives in -- no match for a woman’s tears.

He moves closer, speaks low.

Satisfied -- and a little smug -- he pulls open the cubby.

Big Baby opens the lid of the Sand Box.

Big Baby tosses Potato Head in, lowers the lid.

Big Baby turns and walks off. STAY ON the sand box.

TRACK IN to find a wood knot in the side of the box.

It pops out, falls to the ground. Potato Head’s hand emerges, clutching his eye. It looks around.

One by one, Mr. Potato Head’s parts fly out the hole and land on the ground, next to the sandbox.

The Monkey sits motionless, staring maniacally at the security monitors. The only sound is a TICKING clock.

Woody, clutching a pouch, drops into FRAME behind the Monkey as Slinky, holding Woody’s ankles, lowers Woody head-first.

Woody -- dangling -- begins swinging closer and closer to the Monkey.

The Monkey frowns at a reflection in the monitor.

The Monkey whips around, SCREECHING. Slinky slips. He and Woody land on the Monkey, knocking the mic to the ground.

The Monkey HISSES, leaps off the desk, runs for the mic.

Woody lunges for the Monkey, but misses. He grabs the microphone cord and whips it, tripping the Monkey.

Woody grabs the Monkey. The Monkey flips himself on top of Woody and starts crashing his cymbals against Woody’s head.

Slinky runs to a Scotch tape dispenser, grabs the tape with his teeth, heads back toward Woody. The Monkey turns, sees Slinky charging, tape in his mouth. He SCREECHES.

CUT TO BLACK

Ken and Barbie ride the Dream House elevator to the top floor. Ken opens the door.

FAST PULL BACK to REVEAL the living room of his Dream House. Racks of clothes line the walls. Barbie gasps.

Barbie flips through the racks. Ken joins her.

Ken pivots away, his mood turning to melancholy reflection.

Barbie walks up behind him.

Ken is stunned -- no one’s ever asked this of him. Throbbing DISCO begins.

FASHION MONTAGE -- QUICK CUTS

Ken emerges from behind a screen, sporting some of the most insane Ken outfits ever -- ‘90s, ‘80s, ‘70s, even 1960s -- with matching accessories.

Ken strikes just the right pose for each outfit -- slinging a jacket over his shoulder; doing “The Frug” in a fringe vest; polka-ing in Lederhosen; scuba moves; break dancing.

Barbie sits watching, enthralled. She laughs, claws her hand, growls like a cat. Finally, she applauds wildly.

Ken grins -- exceptionally pleased with himself.

Woody and Slinky finish taping up the struggling Monkey. Slinky opens a desk drawer. Woody rolls the Monkey in. Slinky pushes it closed.

Woody runs to a bulletin board above the desk.

He finds the keys, buried under push-pinned papers.

Slinky toggles a security camera joystick.

Jessie sees the security camera panning back and forth. She turns, whispers.

A few cubbies down, Hamm and Rex share a look.

ANGLE -- Buzz, patrolling...

Buzz stops, turns.

In the cell, Hamm plugs his cork into his belly.

Rex raises his fists, trying to sound tough.

Hamm jumps Rex. They grapple. Buzz runs over.

He pulls the “cell” from the cubby and they tumble out.

Jessie and Bullseye steal out of their cubbies while Buzz gets between Hamm and Rex, holding them apart.

Buzz looks up. Jessie and Bullseye stand on a bookcase above him, holding an empty, clear plastic toy bin.

They leap, slamming the bin over Buzz. Hamm and Rex leap on top of it, pinning it to the floor.

Buzz FIRES his laser in a circle at the side of the bin. He charges at the wall, hits it, and falls over.

Jessie turns to Bullseye.

Bullseye heads to a locker, pulls out a lunch box. Jessie opens it. Inside is a tortilla. Jessie grabs it, dashes to the door, slides it under. She knocks and runs off.

The tortilla lays outside. From the shadows, one of Potato Head’s arms appears, crawls over, grabs the tortilla, and drags it into the darkness. One by one, the parts implant themselves in the tortilla. The Tortilla stands unsteadily, looks around, blinks, then heads off across the playground.

Ken -- headband on -- is behind a shoji screen.

Ken leaps from behind the screen in a Karate Gi and does a series of fighting moves, kicking and punching the air.

He freezes mid-pose. Barbie isn’t there.

Barbie leaps out of nowhere, tackling Ken. Ken lands on his chest. Barbie grabs his head, spins it 180 degrees.

Ken is secretly thrilled to have Barbie straddling his chest, talking tough. He is defiant.

Barbie glares at him, eyes narrowing.

Ken -- unable to contain his excitement -- blurts out:

A Security truck patrols the hall. As it passes, the office door opens. Woody peers out.

Slinky is poised with a key attached to a rubber-band sling shot. Slinky pulls it back. Woody signals “Go!”

Slinky releases the slingshot. It shoots the key under the door, across the hall and into the Caterpillar Room.

Jessie stops the key with her boot, picks it up.

Mr. Potato Head hoists himself up a tricycle and onto a classroom window ledge. He peers in.

Inside the Butterfly Room, Lotso is asleep. Potato Head turns and uses the trike’s mirror to catch a moonbeam.

Mrs. Potato Head, on the sill by the door, sees the signal. She uses the key to unlock the door.

The door opens. Jessie, Bullseye, Mrs. Potato Head and the Aliens slip outside. As a SPOTLIGHT sweeps past, they duck behind a traffic cone then creep off across the playground.

Ken is tied to a paddle-ball paddle by the ball’s string. He glowers as Barbie browses through his racks of clothing.

She holds them up, then RIPS them apart. Ken is horrified.

RIPPPP...! She tosses the shreds at him. Ken groans in torment, but remains defiant.

Barbie picks up a Nehru jacket. Ken gasps in horror.

Barbie pulls at the seams. A stitch POPS. Ken cracks.

He breaks down, sobbing. Barbie, steely, grabs Ken.

A sleepy Bookworm pulls the Buzz Lightyear Manual from his stacks, hands it down to a waiting Figure in a SPACE SUIT.

The Figure salutes, turns, walks off. The Bookworm turns away, then hears an odd CLICKING. He turns back, stares.

POV -- The Space-Suited Figure is wearing pink high heels.

The Bookworm rolls his eyes -- Ken! -- and turns away.

A KNOCK. Woody slides the ceiling panel, revealing Barbie in the Space Suit, helmet off.

Barbie grins, hoists up Buzz’s Instruction Manual.

Potato Head, on the ledge, sees Barbie pulled up into the ceiling.

Woody gives Potato Head the “thumbs up”. Potato Head responds with complicated baseball-catcher gestures.

Potato Head turns and edges down the ledge. A FLUTTERING. He looks. His path is blocked by a Pigeon. A stare down.

The pigeon pecks him, taking a chunk out of his tortilla.

The pigeon pecks again. Potato Head slaps the pigeon. The pigeon grabs his forehead, dragging him down the ledge.

Potato Head hits the pigeon with his hat, gives it a kick. The pigeon flies off. Potato Head shakes his fist.

The tortilla rips and disintegrates.

In pieces, he drops off the ledge to the ground.

A section of tortilla props itself up, looks around. It spots the classroom vegetable garden. The eye goes wide.

Buzz is still trapped in the bin, banging on the ceiling. Hamm and Rex have grown weary of his calls for help.

He slaps a hand over Rex’s mouth. A NOISE. They look up. A ceiling tile opens. Woody, Slinky, and Barbie drop in.

Rex and Hamm move to the front of the bin. Buzz runs to the back and jumps -- knocking Hamm and Rex off the bin.

Buzz makes a break for it -- running across the floor.

Hamm and Rex tackleBuzz. Hamm, Rex, Woody and Slink keep Buzz pinned down, as Barbie rushes over with the manual.

They pull open Buzz’s compartment, revealing the switch. Woody flips it. Buzz struggles.

Woody flips the switch back and forth.

Hamm flips through at top speed.

Rex sticks a finger in Buzz’s re-set hole.

Abruptly, Buzz BEEPS loudly, falls limp, face plants.

The others all look at Rex. Rex lifts his finger.

Suddenly, Buzz leaps up, knocking the Toys off him. He strides forward, flips his wrist radio.

The Toys are speechless. Hamm glares at Rex.

Buzz -- hyper-alert -- glances sideways, narrows his eyes.

He whips around -- flamboyant Latin-style -- and trains his laser on Woody’s forehead.

Satisfied, Buzz struts forward, greeting them.

He approaches Woody, kisses both cheeks, strides off.

Patrol Truck lights pass by under the hall door.

Woody grabs Buzz, hustles him toward the playground door.

They pass the Lifer, watching from the shadows.

Jessie, Bullseye, and Mrs. Potato Head wait inside a concrete pipe. Spotlights survey the playground.

Woody, Hamm, Rex, Slinky, and Barbie steal across the playground. Spanish Buzz, trailing behind, does elaborate rear-guard defense poses. Woody has to grab him and pull him along. They duck into the pipe.

Woody turns and peers out on the playground. Buzz, the last to arrive, sees Jessie. She turns to greet him.

Buzz is struck dumb. Time slows. His heart melts. He approaches, drops to his knees, takes Jessie’s hand.

Jessie is speechless. She turns to the others.

The Toys turn. A tall figure looms. Mr. Cucumber Head steps into the light -- irked, agitated.

Mrs. Potato Head goes to him.

Bullseye nudges Potato Head’s torso toward him.

He plucks his eyes out and plants them on the spud.

TIME CUT:

The Jungle Gym slide. A Patrol Truck drives by. Slinky slides down, pops out the bottom, looks both ways.

At the top of the slide, Woody holds Slinky’s back end. The tail wags.

ON THE PLAYGROUND

The Toys shoot out the bottom of the slide, scamper off. They huddle behind the spring of an animal rocking swing.

Jessie darts out, with others close behind. The lights of a Patrol Truck approach.

Woody backs into the shadows with Bullseye and the Aliens. The Truck pulls up and stops.

Jessie looks back, sees Woody and the others still hiding. Woody gestures “We’ll go around”. Jessie does a thumbs-up.

Woody and the Aliens ride Bullseye across the playground swing set. They stop abruptly. Big Baby is sitting on the last swing, CREAKING back and forth, gazing up at the moon.

Bullseye and Woody tip-toe behind Big Baby, approach the wood siding for the swing set area. Bullseye leaps over the siding but the last Alien falls to the ground. SQUEAK.

Big Baby swivels his head 180 degrees.

Woody, Bullseye, et al lie low behind the siding plank -- in the shadows, amid plastic shovels and buckets.

Big Baby dismounts, walks toward their hiding place.

Woody looks around desperately.

Big Baby reaches the wood siding, looks over.

No one’s there. Looks up and down. He walks off.

HOLD ON an overturned plastic bucket. Woody and Bullseye peek out from underneath, share a relieved look.

Jessie, watching from the bushes, sighs with relief.

Abruptly, Spanish Buzz grabs her, yanks her to him. As Jessie stands awkwardly, Spanish Buzz performs a solemn, impassioned courtship dance around her.

Finally, Spanish Buzz takes Jessie in his arms.

He plucks a dandelion, offers it to her.

At that moment, Woody pushes through the bushes -- safe. Jessie leaves Buzz, runs and gives Woody an impulsive hug.

He and Jessie leads the Toys off, REVEALING Spanish Buzz -- stunned and heartbroken. He throws down his dandelion.

Mad with jealousy, he narrows his eyes and runs after them.

Woody leads the Toys to the trash chute. He jumps -- trying to grab the handle -- but can’t quite reach it.

Buzz, smoldering, steps forward, dramatically pushes Woody aside. With a lovelorn glance at Jessie, he hits a button.

Buzz steps to the chute, jumps up in a series of crazy, acrobatic moves, and grabs the handle, pulling it down.

The Toys boost each other up onto the trash chute lid.

Woody climbs in the chute with the others and peers down. POV -- The grimy metal chute recedes into blackness.

Woody begins a controlled slide down -- feet first, hand bracing. He slips and it becomes an uncontrolled slide. He scrambles for traction, eases to a stop at the bottom. He gets up, stands at the edge of the slide’s precipice.

ANGLE -- An alley. The trash chute cantilevers over a half- closed dumpster. Above him, stars twinkle -- freedom.

NOISES.

Too late. The Toys slide down together.

TOYS REX

Whoa! Watch out! Geronimo...!!!

They collide with Woody. Woody windmills his arms at the edge of the chute. Jessie grabs him, pulls him to safety.

Spanish Buzz looks about, confused and deeply disappointed.

He backs up, then leaps over the open pit to the closed lid of the dumpster. He lands hard, clutches a metal handle.

Suddenly, two pink paws step in front of Slinky. He looks up. Lotso looms over him, grinning.

Lotso kicks Slinky’s paws. He retracts, falling from the lid. The Toys pull him to safety.

Behind Lotso, his Gang hops off a wall and joins him on the dumpster lid. Lotso notices Woody among the others.

A NOISE. The Toys turn. Lotso’s henchman -- Stretch, the Octopus -- clambers down the chute, blocking an escape.

The Lifer Phone wheels into view -- wheels wobbling, one eye broken, frayed phone dangling. His voice is hoarse.

Lotso turns to the Toys, as cheerful as ever.

CLOSE ON -- Woody, fuming. He has no answer.

VROOM! A garbage truck turns into the far end of the alley and RUMBLES toward them. Lotso turns.

He smiles. Woody seethes -- at a loss for words. Jessie steps past him, eyes burning.

Barbie steps forward.

Hamm and Potato Head share a glance -- Huh? Lotso grins.

He bangs his cane. Stretch, the Octopus, begins to prod the Toys toward the precipice. Abruptly, Ken bursts from the shadows -- still in his underwear.

Everyone turns. He runs to Lotso.

He glances at her. She sighs. Lotso picks up Ken.

He tosses Ken across the dumpster chasm. The Toys grab him, pull him to safety. Barbie hugs him.

Ken stands and addresses Lotso’s Gang, earnest and heroic.

Lotso’s Gang eyes each other. There’s a shift in sympathy but no one wants to stick their neck out. Lotso is amused.

No one moves. The truck RUMBLES closer -- two dumpsters away. Lotso turns to the Toys. His face hardens.

He turns away. Woody steps forward.

Lotso keeps a steely composure.

Woody yanks something from his holster. It’s the rusty old pendant, “My Heart Belongs To: DAISY”. Lotso is stunned.

Woody throws the pendant. It lands at Big Baby’s feet.

Big Baby stares, electrified, at the pendant -- a token of his long-lost love. He picks it up. His lip trembles.

Lotso grabs the pendant. He pokes Big Baby like a bully.

He throws it down and CRUSHES it with his cane. Big Baby’s face crumples. Lotso turns, yells at Stretch the Octopus.

He shoves Big Baby. Big Baby shrinks back, hurt.

Stretch advances on Woody and the Toys. They teeter at the edge of the precipice. Lotso faces them, sneering.

Abruptly, Lotso is lifted from behind by Big Baby.

Big Baby carries him to the edge of the dumpster.

Around the dumpster, no one moves. Big Baby tosses Lotso into the dumpster. He lands in the shadows, looks up. With a CREAK, the Big Baby tugs at the open dumpster lid.

KLOON! Big Baby watches -- blank-eyed, pitiless -- as the lid SLAMS down, shutting Lotso in. No one can believe it.

He blows a RASPBERRY at Lotso. VROOOM! The Toys turn. The garbage truck is only 100 feet -- 15 seconds -- away.

The Toys hop on the now-closed dumpster lid, rush to the retaining wall, and help each other clamber onto it.

A SQUEAK. Woody turns. At the crack between the two lids are the three Aliens. One Alien is stuck. He struggles while the other two stand around ineffectually.

Woody glances at the approaching truck, then runs back.

Woody yanks the Alien free. Spanish Buzz gestures.

The Aliens retreat to safety. Woody tries to follow, but a pink paw grabs his leg. Woody tries to free himself, but the paw drags him slowly into the dumpster’s depths.

The Toys watch, horrified, as Woody disappears.

The truck turns and approaches the dumpster, fork out.

BA-BOOM! The truck’s forks slide into the dumpster and begin lifting it up. As it rises past the retaining wall Jessie and Buzz fearlessly jump onto the rising dumpster.

The other Toys follow. Barbie tries to follow too, but Ken holds her back.

They all try to lift the dumpster lid. It won’t budge.

The dumpster rises up, up, up -- and begins to tilt.

As the dumpster tilts, they start to lose their footing.

As the dumpster nears vertical, the lid swings open and trash begins pouring into the truck. Woody calls out...

Woody falls into darkness. A FLASH of pink goes by -- Lotso tumbles past. The dumpster LURCHES to a stop.

All the Toys fall into the truck.

Barbie -- on the wall -- reaches forward.

She turns away, burying her head in Ken’s comforting arms.

The Toys find themselves in darkness, awash in garbage.

Buzz pulls himself from a mound of garbage. He GLOWS.

The Toys begin wading toward Buzz.

The garbage truck rumbles through the streets.

The Toys congregate around Buzz.

The truck lurches to a stop. The hydraulic motor STARTS. Woody looks up. A dumpster appears above them, tilting.

He leads the Toys to the front of the truck, seeking shelter. Buzz remains behind.

He turns. Somewhere in the DARKNESS, her voice rings out. A trickle of garbage begins to sprinkle down from above.

Buzz runs through the falling trash until he finds her pressed against the far wall -- terrified.

CLUMP! Something large falls behind them. They look up.

Garbage is falling out of the dumpster directly above them.

Buzz takes Jessie’s hand and they run across the garbage truck bay, dodging madly while trash rains down upon them.

Against the back wall, the Toys watch, aghast.

Buzz grabs Jessie and carries her -- dodging and weaving. A SCRAPING sound above.

Buzz and Jessie look up. An old TV set falls towards them. Buzz lunges and tosses Jessie out of the way. She turns.

CRASH!!! The TV smashes down on Buzz. A deluge of trash piles on top, burying him completely.

As the dumpster above recedes, Jessie runs forward and begins digging. The other Toys join her.

They rush over and drag Buzz from the pile. Buzz’s eyes are closed. Jessie pops his shield, shakes him.

No response. Jessie shakes him again. And again.

She hugs him, sobbing.

A BEEP. Buzz jack-knifes forward, then lurches back.

Jessie pulls away. Buzz sits up, eyes open -- disoriented. He sniffs the air with distaste. Then he sees the others.

The Toys gape at him in open-mouthed wonder.

Buzz frowns.

She throws her arms around him, hugs him tight.

Woody smiles -- partners again. Buzz looks around.

Buzz’s smile freezes.

The garbage truck drives in the entrance.

The truck grinds to a halt. The BEEP-BEEP-BEEP backing-up alarm begins to sound. The Toys look around.

Everything lurches. The truck bay begins to tilt.

The garbage truck tilts up -- higher and higher. Trash begins pouring out the back, onto the dump below.

The back flap opens, allowing garbage to spill out. A trash pit is revealed below. The Toys begin sliding out.

The garbage truck extends fully, tilting 70 degrees. The stream of garbage becomes a torrent.

The Toys cling together, screaming, as they slide out into the open night.

Woody lands on a trash heap -- Oooff! A plastic bag whips by. He sits up. He’s in a vast, wind-blown landfill.

Nearby, Hamm and Rex unearth themselves. Mr. Potato Head helps Mrs. Potato Head up.

The Aliens pop up. One points to some heavy machinery -- with a giant claw -- in the distance.

They toddle off toward it.

Suddenly, the trio of Aliens is bathed in headlights. Before anyone can react, a bulldozer passes over them...

Just like that, they’re gone.

A blinding LIGHT pours over her and envelops the Toys.

Woody turns. A bulldozer -- with giant, studded wheels and a massive grate -- is heading right at them. Rex SCREAMS.

The Toys are pushed backward toward a trench.

They tumble as the bulldozer pushes them over the edge.

The Toys land on a conveyor belt entering a dark tunnel.

Woody sits up and watches the light receding behind them. The other Toys gather round.

VWOOSH! Slinky is pulled up OUT OF FRAME.

Slinky is fixed to a fast-moving conveyor belt above them. Woody runs after him.

A hammer shoots up and CLANKS on the belt, narrowly missing Slinky. All around them, other pieces of metal begin FLYING UP and sticking to the ceiling belt. Jessie yells.

High above, Slinky looks around.

The Toys scramble up a pile of debris.

Ahead is a Shredder -- two fast-spinning vertical cylinders that shred everything on the belt. Buzz sees a lunch box near him starting to quiver....

He grabs it and is pulled up to the magnetic belt. Woody grabs a metal handle and flies up, sticking to the ceiling belt. Hamm dives into a nearby pot and is lifted upwards.

Each Toy grabs a metal object and lifts -- CLUNK! -- to the ceiling. Rex, the last, grabs an aluminum can, a CD, etc.

Finally, he grabs a metal fan and sails up to safety. Suddenly, a pink paw thrusts out from the belt below.

Woody turns. Lotso is pinned under a golf bag.

Woody looks at the approaching shredder. He lets go.

Woody lands on the belt, runs back to Lotso.

Woody struggles to lift the bag. Buzz drops down next to Woody. Jessie eyes the approaching shredder.

Woody and Buzz push together. They still can’t move it.

Woody pulls out a golf club. The magnet tugs it upward. Buzz grabs it. Together, they pull it down and jam it under the bag for leverage. The bag finally lifts...

...and Lotso scrambles out.

Woody grabs Lotso. He and Buzz point the club skyward. They’re pulled up to safety as the golf bag is pulverized.

Lotso looks back at the shredder, then at Woody.

All the Toys have vanished.

Jessie and the others wave from a conveyer belt far below. Woody and Buzz let go and plummet.

Woody, Buzz and Lotso land on the bed of a big, fast-moving conveyer belt with metal walls. The Toys gather around.

The toothed belt begins to ascend upwards.

Rex points to a bright amber GLOW at the top of the belt. The toys scramble forward. Woody’s smile drops.

FAST TRACK -- At the end of the conveyer belt, garbage falls into a burning, churning vortex.

Unable to jump off, the Toys begin running down the belt. They dodge, duck and hurdle over the coming trash, but they’re no match for the speed of the rising conveyor.

Lotso trips, falls. A pulsing blue LIGHT. He looks up.

High on the wall ahead is an Emergency Stop button. A ladder leads to the button. Lotso leaps up, grabs the bottom rung. He can’t pull himself up.

The Toys look back, see Lotso. As they pass, Woody, Buzz and Jessie boost Lotso up.

Lotso scrambles up the ladder toward the glowing button.

The Toys are carried up the conveyor belt toward the pit.

The Toys watch Lotso -- receding -- as he climbs.

Lotso stays focussed on the button above him.

The Toys reach the belt’s acme -- heels at the edge of the waterfall of trash cascading to a melting, churning vortex.

Lotso reaches the walkway where the blue button glows. He turns and looks -- malevolent -- at the helpless Toys.

Lotso smirks, gives a salute.

He turns, runs off down the walkway.

The Toys YELL as they tumble off the belt...

The Toys land in a giant vortex of trash being sucked down into the glowing eye of an incinerator.

It’s chaos -- trash tumbles over itself as sparks and ashes fly through the air. The ROAR is overwhelming.

Woody stands and starts trying to climb out.

The Toys do the same, climbing desperately, fighting against the trash tumbling into the vortex of fire.

They slip, fall, get up and slip again. It’s a nightmare -- no matter how fast they climb, they inexorably slide backwards. Rex slides past Woody, towards the incinerator.

Woody grabs Rex’s hand, slides further toward the inferno.

They are all being pulled inescapably downward.

There’s no way out. Jessie looks at Buzz.

Buzz looks at her. He reaches out, takes her hand.

Jessie grabs Bullseye’s hoof. Slinky takes Hamm’s hand.

Hamm reaches out to Rex. The Potato Heads hold each other.

Mr. Potato Head grabs Rex.

Buzz reaches out to Woody...

Woody takes Buzz’s hand, and the circle is complete.

As they approach the vortex, heat waves blast their faces.

The Toys close their eyes, turn away.

Woody stares at the fire, shuts his eyes.

This is the end.

A LIGHT from above shines in Woody’s face.

He opens his eyes.

A giant mechanical Claw lowers towards them.

The Claw plunges into the trash around them, closing them in its grip, then raises them up.

They soar into the air, away from the ROARING incinerator.

Woody looks around in disbelief.

The Claw spins, passing in front of the crane booth.

In the booth, the Aliens man the joysticks.

They lean into the joystick, steering the Claw to safety.

The Claw lowers and opens, dropping the Toys to earth. They spill out, COUGHING and GROANING like shipwreck survivors.

Woody sits up, looks around. Rex pops up through trash.

They have faced death and survived, and are profoundly shaken. Potato Head stares at the sky.

Buzz and Jessie sit up, still holding hands. She looks at him, smiles. He smiles and holds her gaze.

Mrs. Potato Head takes Mr. Potato Head’s hand.

A SQUEAK. The Potato Heads turn, see the Aliens approach.

Potato Head scoops them into his arms for a big, proud hug.

Hamm looks around.

Lotso limps toward the dump exit. A NOISE. He turns, then drops, freezing.

A truck’s wheels SCREECH to a halt in front of Lotso. A door OPENS and SHUTS. FOOTSTEPS. A hand picks him up.

He buries his nose in Lotso’s tummy, inhales.

The truck exits the dump -- Lotso strapped to the grill. He comes to life, panicked. On the grill are a couple of muddy, bug-spattered Plushies, including a sad-eyed FROG.

The others SNICKER. Lotso WHIMPERS. The truck RUMBLES off.

ANGLE -- The truck passes, REVEALING the Toys, unaware of Lotso’s karmic comeuppance. Jessie sees Woody lagging.

He glances at them, uneasy. Jessie steps to him.

Woody smiles.

She covers her good eye, concentrates.

The Toys glance at each other. Then, distantly, comes the air-guitar WAILING of Andy’s Neighborhood Garbage Man.

The Toys turn, see him a dozen yards away. They brighten.

Andy’s loading up his hatchback with boxes. Molly’s on the lawn playing with Buster. As the garbage truck passes...

At the curb, REVEAL the Toys hiding behind a garbage can. Woody peeks around, gestures to the other Toys.

TIGHT ON SPIGOT -- Woody’s hand comes in, turns it.

The Toys huddle while Woody hoses them off. Buzz closes his helmet. The Toys react to the cold water.

The Toys run off. Potato Head pulls off his nose, blows out a spray of water.

Slinky heaves himself up to the edge of the garage roof. One by one, the Toys scurry up his Slink, then make their way along the roof towards Andy’s open window.

Buzz and Woody peer in.

They clamber through the window, jump to the floor. The other Toys follow, scrambling across the room.

Mrs. Potato Head stops, puts a hand over her working eye.

TRANSITION:

POV -- Under the bed, looking out. Mrs. Potato Head’s feet are in front of us, facing away.

The feet turn and a hand reaches TOWARD US, GRABBING the subjective eye.

TRANSITION:

She pops her eye back in, blinks... And GIGGLES, tickled.

The Toys climb into a box marked “Attic”. Buzz helps them.

On the desk is a box marked “College”. Woody heads for it.

He reaches the box, turns. This may be the last time he ever sees the other Toys. He scrambles back toward Buzz.

Buzz turns. Woody offers a hand. They shake.

Woody looks up. Slinky lowers a paw.

Woody laughs, shakes hands with Slinky.

Woody sees Jessie.

He turns, confused. Woody and Jessie share a smile.

Woody turns to Buzz -- there’s so much he wants to say. Buzz just smiles.

Woody smiles. He turns, runs to the desk.

Buzz climbs in the Attic box with the others.

On the desk, Woody jumps on the edge of the College box, looks back at his friends. FOOTSTEPS climb the stairs.

Woody gives Buzz a salute. Buzz smiles, salutes back.

Woody lowers into the College box. The Toys duck in the Attic box, pull the flaps shut just as Andy and Mom enter.

Mom stops, suddenly overwhelmed. The room is empty.

Andy, beside her, is abashed.

IN THE COLLEGE BOX

Woody quietly peeks out the hand holes.

POV -- Woody can half-see Mom hug Andy.

ON WOODY

He turns and glances off, noticing something.

THE PHOTO

Of young Andy, playing with Woody and the other Toys.

TRACK IN ON

Woody. Mom and Andy’s words echo in his head.

WOODY POV -- His GAZE SHIFTS from Andy-holding-Woody to Woody-with-the-other-Toys.

Suddenly, Woody half-smiles -- an epiphany. Sadness and uncertainty are replaced by happiness and determination.

FOOTSTEPS and collar JINGLES approach. Molly steps to the room’s threshold with Buster.

Andy and Mom step into the hallway.

While Andy scratches Buster’s belly, Woody jumps out of the box, grabs a pen and a sticky note. He sneaks across the room, jumps on the Attic box, starts frantically writing.

Buster starts BARKING. Woody finishes writing, looks up.

Woody gasps, looks up at the door.

TRACK IN -- THE DOOR

Andy walks in. Mom and Molly stay in the hallway.

Andy turns, crouches to pick up the Attic box.

He stops, noticing the yellow Post-It on the box top.

He opens the flaps, finding all of his Toys.

He digs through them -- pulling a few out, making sure they’re all there -- smiling with fondness and relief.

He picks up the Post-It, reads it. He calls out.

Mom answers from the hallway.

Andy cruises, looking for an address. A box with “Attic” crossed out sits in the passenger seat. The car slows.

Andy grabs the box and gets out.

TRACK IN -- The hand slot of the College box, left behind.

POV - COLLEGE BOX -- Andy crosses the street and approaches the house.

Andy stops, glances at the box. On the Post-It is written:

Bonnie 1225 Sycamore Road

TILT UP -- The address on the front gate. It matches.

Andy sees Bonnie playing in the front yard, while her Mom and Dad garden nearby.

Andy watches Bonnie play -- exuberant and unself-conscious.

Bonnie notices Andy and immediately stops playing.

Bonnie’s Mom looks over, sees Andy. She stands.

BONNIE’S MOM Andy...!

Andy lets himself in the gate.

BONNIE’S MOM Wow! Look at you! I hear you’re off to college?!

BONNIE’S MOM So, what can we do for you?

Bonnie goes and stands behind her Mom.

BONNIE’S MOM Ohhh...! You hear that, Bonnie?

Bonnie peeks around her Mom, curious.

He hunches down so he’s eye to eye with her.

Bonnie is uncertain. Andy sits in front of her, cross- legged. He opens the box, pulls out Jessie and Bullseye.

Bonnie looks at her Mom, who nods. She walks forward. Andy gives Jessie and Bullseye to her. A smile escapes Bonnie.

Andy pulls out Rex.

He thrusts Rex at her. Bonnie backs up, grins, takes him.

Andy pulls out the Potato Heads.

Bonnie nods, takes them. Andy pulls out Slinky and Hamm.

He drops a quarter into Hamm’s slot.

Bonnie smiles, takes them. He pulls out the three Aliens.

She smiles. He hands them to her, then pulls out Buzz.

Andy hands over Buzz. Bonnie presses a button on him.

Bonnie looks up, happily surrounded by Andy’s toys.

Bonnie nods. She glances in the box. Her eyes go wide.

Andy looks down, sees Woody lying in the box.

He lifts Woody out. Bonnie points.

Andy -- amazed -- pulls Woody’s pull-string.

Bonnie giggles and reaches for him, but Andy instinctively pulls Woody away. Bonnie looks at Andy, confused.

Andy looks down at Woody, makes a decision.

He holds Woody out -- gentle and serious.

He hands Woody to Bonnie. She hugs him.

Andy suddenly grabs Hamm.

Without missing a beat, Bonnie joins in the play.

She swoops Woody in the air. Andy grabs Slinky and gives chase. They EXIT FRAME, laughing.

Bonnie and Andy play together with all their Toys.

Andy walks to his car, turns. Bonnie stands on the porch, the Toys scattered at her feet. She clutches Woody.

Bonnie makes Woody’s arm wave at Andy. Andy smiles.

He gets in his car. He takes one last look at all his Toys on Bonnie’s porch, and Woody in Bonnie’s arms...

...And pulls away.

Bonnie puts Woody down and runs to her mother’s arms.

BONNIE’S MOM (O.C.) C’mon -- let’s get some lunch.

She scoops up Bonnie, swings her around. Mother and daughter laugh as they step into the house.

On the porch, the Toys come to life, sit up.

Woody watches Andy drive away.

Buzz puts an arm around Woody.

They watch Andy drive off.

The other Toys gather around, and we...

CRANE UP TO

...Blue sky, and fluffy clouds.