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Disney and Pixar's Toy Story 3 - iTunes Movie Poster.jpg


  • [The film starts with the intro of the first film, fluffy white clouds against a blue sky. The title "Toy Story 3" appears as a stick with something flaming hot on it puts the 3 on the title. The title then burns away to reveal a train chugging through a hot desert. One of the vans blows a hole in it's roof and bags of money fly out, followed by Mr. Potato Head, playing his One Eyed Bart role like in the first film, holding two more bags and laughing evilly]
  • One Eyed Bart: (cackles and throws one of the bags in his slot) Money, money, money.
  • [Just then, a lasso grabs the other bag from him and yanks it away]
  • One Eyed Bart: Hey!
  • [The lasso knocks him over. Woody walks up to him, facing downward while reeling his lasso in. He then puts his foot on Mr. Potato Head's face before lifting his head up to look at him]
  • One Eyed Bart: (groans)
  • Woody: You've got a date with justice, One Eyed Bart.
  • One Eyed Bart: Too bad, Sheriff! I'm a married man.
  • [There's a karate yell and Mrs. Potato Head, playing the role of One Eyed Bart's wife One Eyed Betty, appears wielding nun chucks]
  • Woody: One Eyed Betty?!
  • One Eyed Betty: [karate yells]
  • [Mrs. Potato Head attacks Woody who flips and ducks to avoid getting hit, forcing him to the back of the train until he teeters on the edge of the caboose. Then with a swing of her handbag, Mrs. Potato Head knocks Woody off the train sending him flying. Mr. and Mrs. Potato Head watch after him, Mr. Potato Head cackling in triumph]
  • Woody: Aah!
  • One Eyed Bart: [cackles with triumph then gasps when he sees something while Mrs. Potato Head looks shocked]
  • [Bullseye runs into view with Jessie and Woody on his back, revealing that he and Jessie caught Woody after he fall]
  • Jessie: I think you dropped something, mister.
  • One Eyed Bart: Jessie?!
  • Woody: Give it up, Bart! You've reached the end of the line!
  • One Eyed Bart: (taking out a remote detonator) I always wanted to go out with a bang!
  • [He gestures to a bridge nearby which has a lot of dynamite in the middle of it. Cackling, Mr. Potato Head presses the detonate button and the dynamite explodes, destroying the bridge's entire middle section]
  • Jessie: Oh, no!
  • Woody: The orphans!
  • [Troll toys stick their heads out of the windows]
  • One Eyed Bart: Hate to leave early, but our ride is here.
  • [A pink convertible drives into view with the three toy aliens inside, each one wearing an eyepatch]
  • Aliens: Oooh.
  • One Eyed Bart: It's me or the kiddies, sheriff! Take your pick!
  • [He and Mrs. Potato Head jump into the convertible which speeds off back the way it came]
  • Woody: Ride like the wind, Bullseye!
  • Jessie: Yah!
  • [Bullseye speeds up passing the troll toys and reaching the locomotive pulling the train]
  • Woody: Hold him steady!
  • [Woody jumps into the locomotive and pushes a lever forward. The train starts to speed up]
  • Jessie: Woody, hurry!
  • [Woody pulls another lever back, activating the brakes. However, the train fails to stop in time and plunges over the edge carrying Woody with it, much to the horror of Jessie and Bullseye, who watch helplessly]
  • Jessie: No!
  • [Just then, a flash of blue light happens and Buzz Lightyear appears, carrying the train and Woody above his head]
  • Buzz Lightyear: Glad I could catch the train!
  • Woody: Now let's catch some criminals!
  • Buzz Lightyear: To infinity and beyond!
  • [He flies upward. Meanwhile, Mr. and Mrs. Potato Head drive past a sign saying Skull Canyon - All Outlaws Welcome. Mr. and Mrs. Potato Head throw coins in the air happily]
  • One Eyed Bart and Betty: (laughing and whooping)
  • Aliens: (point upon seeing something) Ooh.
  • [Buzz flies in from up ahead and slice the car in two with his laser, sending the Potato Heads and the Aliens tumbling over and over before settling against a wall. Woody and Jessie show up as Buzz lands beside them]
  • Woody: Reach for the sky.
  • One Eyed Bart: You can't touch me, Sheriff! I've brought my attack dog with a built in force field! (whistles)
  • [Slinky comes springing down from the cliff side growling]
  • Slinky: (growling)
  • One Eyed Bart: (cackling as Slinky bites his tail activating the force field)
  • Woody: Well, I've brought my dinosaur, who eats force field dogs!
  • Jessie: [yodeling]
  • [Jessie's yodeling cracks the ground and Rex comes out of it, roaring. He then glares at the bad guys and roars at them until a shadow looms over him]
  • Rex: Huh?
  • [Buzz, Jessie and Woody look up to a giant pig like spaceship hovering above them]
  • Buzz Lightyear: Evil Dr. Porkchop!
  • Dr Porkchop: That's Mr. Evil Dr. Porkchop to you!
  • One Eyed Bart: (cackling)
  • [One Eyed Bart and his family are teleported into the ship. Dr Porkchop presses a button that reads Death By Monkeys. A barrel drops from the ship to the ground as Jessie, Buzz and Woody make a run for it and explodes, releasing hundreds of small red monkeys. Rex tries to fend them off by roaring by they overpower him. The monkeys catch up with Jessie, Buzz and Woody and stretch them out. The ship then points its head down at them and it's nose opens revealing a cannon. One Eyed Bart reaches for a button with a skull and crossbones cackling evilly as Buzz, Jessie and Woody shut their eyes, preparing for the worst. The whole thing is soon revealed to be Andy playing with his toys]
  • Andy: (as Woody) Buzz! Shoot your laser at my badge! (as Buzz) Woody, no! It'll kill you! (as Woody) Just do it!
  • [Andy poses Buzz to make it look as if he's covering his eyes while firing his laser at the same time. Andy makes laser noises while using his finger to make it look as if the laser is reflecting off of Woody's badge and hitting the ship, causing an explosion and Mr. Potato Head, Mrs. Potato Head, Slinky, Hamm and the Aliens to fall out onto the floor]
  • Andy: (as Woody) You're going to jail, Bart! (as One Eyed Bart) Aah! Watch out! (continues playing until he sees his mom coming in and filming him) Mom.
  • Mrs Davis: No, no, no! Just keep playing. Just pretend I'm not here. (as Molly knocks over the model bridge) Oh, no. Molly.
  • Andy: No, it's okay, Mom. It's a.. fifty foot baby from outer space! And she's on a rampage! Run for your lives!
  • Mrs Davis: (laughing) Buster, get out of there! Does the red light mean its going?
  • [We then cut to the family having a birthday party for Molly as You've Got A Friend In Me plays in the background]
  • Mrs Davis: Come on. Say happy birthday to Molly.
  • Andy: (mouth full) Happy birthday!
  • Mrs Davis: Oh, charming.
  • Andy: (making Woody wave) Happy birthday!
  • [Next, Andy's mom measures how high he is]
  • Mrs Davis: Look how tall you're getting!
  • Andy: Yeah!
  • [Next, Andy measures his toys. Andy gives Woody a piggyback on his back. Then plays with his toys inside]
  • Andy: Yeah! Whoo-hoo! (laughs) (as Woody) I came as fast as I could! Buzz, behind you! (as Buzz) Got it, Woody!
  • Buzz's voice box: Buzz Lightyear to the rescue!
  • Andy: Great job, Buzz!
  • [Andy watches a movie with his toys and sticks a piece of popcorn in Rex's mouth but it falls out. He then runs around carrying Jessie, Buzz and Bullseye as if they're flying. Then he spins around with Woody on his shoulders before flopping down on the bed and hugging his toys. The camera zooms in on Woody's face before turning off, making the screen go black]


WOODY (V.O.) Okay -- places, everyone! C’mon, get in position!

INT. TOY CHEST, ANDY’S ROOM - DAY Dark, crowded. Toys crammed together. Light seeps in. Nervous, backstage jitters. They speak in HUSHED TONES.

MRS. POTATO HEAD: Wait -- I can't find my other eye!

HAMM: Someone's foot is in my face...

MR. POTATO HEAD It's mine! Give it back!

ALIENS You saved our lives! We are eternally grateful!


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

JESSIE: Buzz, mind if I squeeze in next to ya?!

BUZZ: Yes! No! I mean...! Why would I mind?! Squeezing next to... You!

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

BUZZ (CONT'D) Is it hot in here?

REX (O.S.) Here they come!

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.

WOODY: Sarge! You got it...?!

SARGE: Mission accomplished!

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

WOODY: Careful...! Careful!!!

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

WOODY (CONT'D) All right, guys. We got one shot at this. Everyone ready?

JESSIE: We’re ready, Woody! Let’s do it!

WOODY: Buzz -- make the call.

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.

BUZZ Target is on approach.

Woody's eyes are fixed on the door.

WOODY Just like we rehearsed it, guys...

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.

ANDY Hello...?

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

ANDY (ON PHONE) (CONT'D) Hello...?! Anyone there?

Andy hangs up, turns.

ANDY (CONT'D) Molly, stay outta my room!

MOLLY (O.S.) I wasn’t in your room!

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.

ANDY Then who was messing with my stuff?

MOLLY (O.S.) It wasn’t me...!

He departs, closing the door -- CLICK. CREAK -- Woody and Buzz push the chest open, share a look. The other Toys climb out.

MR. POTATO HEAD Well, that went well!

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

REX: He held me! He actually held me!

HAMM: Oh, this is just sad.

MR. POTATO HEAD: Who are we kiddin’? The kid’s seventeen years old!

Woody and Buzz jump down, exchange a glance.

Buzz nods. Woody waves his arms.

WOODY: Guys, hey, hold up! We need a staff meeting! Everyone? A staff meeting!

GROANS of boredom.

HAMM: Not again...!

WOODY: Oh, come on! Slink? Gather everyone up!

SLINKY: Uh... We are gathered, Woody! The Toy Community is a lot smaller.

Woody rolls with it.

WOODY Okay. First off -- we all knew Operation Playtime was a long shot...

MR. POTATO HEAD More like a misfire!

WOODY ...But we’ve always said this job isn’t about getting played with. It’s about...

JESSIE ...Being there for Andy. We know.

REX But we can try again, right?

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

WOODY: I’m callin’ it, guys. We’re closin’ up shop.

Gasps. Everyone is crushed by this news.

WOODY (CONT'D) Andy’s going to college any day now... That was our last shot.

Mrs. Potato Head begins to sniffle. Buzz steps forward

. BUZZ We’re going into Attic Mode, folks. Keep your accessories with you at all times -- spare parts, batteries... Anything you need for an orderly transition.

Potato Head steps up.

MR. POTATO HEAD: “Orderly?” Don’t you get it?! We’re done! Finished! Over the hill!

WOODY Hey, hey, now come on, guys! We all knew this day was coming!

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.

HAMM (O.C.) Yeah, but now its here!

WOODY (O.C.) Look, every toy goes through this! No one wants to see their kid leave!

BUZZ Hey! Sarge! What are you doing?!

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

SARGE: War’s over, folks. Me ‘n the boys are movin’ on.

WOODY: Moving on...?!

BUZZ: You’re going AWOL?!

SARGE: We done our duty. Andy’s grown up.

SOLDIER ONE And let's face it -- when the trash bags come out, we Army guys are the first to go.

BUZZ Trash bags...?!

WOODY Who said anything about trash bags?

SARGE It has been an honor serving with you. Good luck, folks.

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

SOLDIER TWO You’re gonna need it...!

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

WOODY No, no... Wait...! Wait! Wait!!!

REX We’re getting thrown away?!

WOODY No! No one’s getting thrown away!

MR. POTATO HEAD How do you know?! Jessie begins to panic.

JESSIE We’re being abandoned...!

BUZZ We’ll be fine, Jessie!

HAMM So why did Sarge leave?!

MRS. POTATO HEAD Should we leave?!

SLINKY I thought we were goin’ to the attic!

REX Oh, I hate all this uncertainty...!

Woody turns, waves his arms.

WOODY Whoa, whoa! Hold on! Quiet!!! No one’s getting thrown out, okay?! We’re all still here, aren’t we?! (beat) I mean, yeah, we’ve lost friends along the way -- Wheezy and Etch and...

REX Bo Peep...?

Woody nods, stoic.

WOODY Even... Even Bo. All good toys who’ve gone on to new owners. But through every yard sale, every spring cleaning, Andy held on to us. He must care about us or we wouldn’t be here. You wait -- Andy’s gonna tuck us in the attic. It’ll be safe and warm..

. BUZZ ...And we’ll all be together.

WOODY Exactly. There’s games up there, and books... And, and...

BUZZ The race-car track...

WOODY The race-car track. Thank you!

SLINKY And the old TV...!

WOODY There you go -- the old TV! And those guys from the Christmas decorations box! They’re fun, right?

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

WOODY (CONT'D) And someday -- if we’re lucky -- Andy may have kids of his own..

. REX And he’ll play with us then, right?

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

WOODY We’ll always be there for him.

BUZZ Come on, guys! Let’s get our parts together, get ready, and go out on a high note.

The Toys disperse.

MRS. POTATO HEAD I’d better find my other eye..

. MR. POTATO HEAD Where’d ya leave it this time?

She puts a hand over her empty eye socket.

MRS. POTATO HEAD Someplace dark. And dusty! Hamm turns to Rex.

HAMM: C’mon. Let’s see how much we’re goin’ for on eBay...

Woody watches as the Toys trudge off.

WOODY Don’t worry. Andy’s gonna take care of us. I guarantee it.

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.

BUZZ You guarantee it, huh...?

WOODY I dunno, Buzz. What else could I say?

BUZZ Whatever happens, at least we’ll be together.

CLOSE ON -- The SNAPSHOT of young Andy.

WOODY (O.C.) For Infinity and Beyond..

. FOOTSTEPS on the stairs. Woody and Buzz turn.

MOLLY (O.S.) Can I have your stereo?

ANDY (O.S.) No!

MOLLY (O.S.) Why not?

ANDY (O.S.) ‘Cause I’m taking it with me!

The Toys scramble back into the toy chest.

Andy enters with Molly close behind.

MOLLY Can I have your computer?

ANDY No! MOLLY Your video games?

ANDY Forget it, Molly!

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

MOM Okay, Andy, let’s get to work here. Anything you’re not taking to college either goes in the attic, or it’s trash.

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

ANDY Mom, I’m not leaving ‘til Friday!

MOM C’mon -- it’s garbage day.

ANDY Mom...!

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

MOM Look, it’s simple: Skateboard? College. Little league trophy? Probably attic. Apple core? Trash. You can do the rest. She tosses an apple core in a trash bag, hands it to Andy. Molly opens the Toy Chest.

MOLLY Why do you still have these Toys?

ANDY Molly, out of my room...!

MOLLY Three more days and it’s mine...! She strides out the door.

MOM Molly, you’re not off the hook either!

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

MOM (CONT'D) You have more toys than you know what to do with. Some of ‘em could make other kids really happy...

MOLLY What kids...?

MOM The children at the day care. They’re always asking for donations.

Rex whispers.

REX What’s “day care”?

WOODY Shhh...!!!

Mom writes SUNNYSIDE on the box. Molly pouts.

MOLLY: But, Mom...

MOM No “buts”. You choose the toys you wanna donate. I’ll drop ‘em off at Sunnyside.

Mom leaves. Molly sighs -- -- 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.

JESSIE: Poor Barbie...!

HAMM: I get the Corvette.

INT. ANDY’S ROOM - DAY Mom walks back and finds Andy still on his laptop.

MOM Andy, come on -- you need to start making decisions.

ANDY Like what?

She pulls open the toy chest.

MOM: Like, what are you gonna do with these toys? Should we donate ‘em to Sunnyside?

ANDY No...!

MOM Maybe sell them online...?

ANDY Mom -- no one’s gonna want those old toys. They’re junk!

THE TOYS Silently hear this bombshell. Mom lowers the lid.

MOM Fine. You have ‘til Friday -- anything that’s not packed for college, or in the attic, is getting thrown out.

ANDY “Whatever you say, Mom.”

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.

REX: What’s happening...?!!!

MR. POTATO HEAD: We’re getting thrown out, you idiot! That’s what’s happening!

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: You need a hand?

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

ANDY Here. So, you gonna miss me when I’m gone?

MOLLY If I say ‘no’, do I still get your room?

ANDY Nope.

MOLLY Then, yes, I’ll miss you.

They disappear.

IN THE BAG The Toys are piled all over each other. Jessie is hyperventilating. Buzz looks around -- plotting his next move.

JESSIE I can’t breathe! REX This can’t be happening!!!

BUZZ Quiet...!!!! What’s that sound?

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.

TOYS Whooaaaaa...!!!

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.

MOM Andy...?! No answer.

Mom sighs, picks up the toy-filled bag and exits, carrying it downstairs.

ANDY’S ROOM Woody -- at the door -- is electrified.

WOODY That’s not trash! That’s not trash!! He steps back, mind reeling.

WOODY (CONT'D) Think, Woody...! Think! Think! (an idea) Oooh! (whistles) Buster! C’mere, boy! C’mere!

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

WOODY (CONT'D) Okay, boy! To the curb! Hyah!!!

Buster yawns and flops over, pinning Woody under him.

WOODY (CONT'D) No, Buster, no...!

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.

JESSIE: We’re on the curb!

MR. POTATO HEAD: Oh, I knew it would come to this!

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

BUZZ: Pull, everyone! Pull!!!

EXT. ANDY’S HOUSE - DAY 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.

REX: It won’t rip!

HAMM: Ah, forget it! It’s triple-ply highdensity polyethylene!

BUZZ There’s gotta be a way out!

MR. POTATO HEAD Andy doesn’t want us! What’s the point?

BUZZ (thinking) Point... Point... POINT!!!

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.

BUZZ (CONT'D) Push! Push!!! REX I can hear the garbage truck!

OUTSIDE THE BAG The bag stretches. Rex’s tail is nearly through.

IN THE BAG REX (CONT'D) It's getting closer-fffmmm!

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.

WOODY Buzz...!!! Jessie...!!!

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

INT. GARAGE - DAY The Toys cast off the bin. They are traumatized.

SLINKY: Andy threw us out...!

HAMM: Like we were garbage...!

MR. POTATO HEAD "Junk"! He called us "junk"!

MRS. POTATO HEAD: How could he...?!

She SOBS on Mr. Potato Head's shoulder.

BUZZ (to himself) This doesn't make any sense...!

Jessie is furious.

JESSIE I should'a seen this coming! It’s Emily all over again!

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

HAMM Sarge was right...!

MR. POTATO HEAD Yeah! And Woody was wrong!

BUZZ Wait a minute! Hold on! This is no time to be hysterical.

HAMM It's the perfect time to be hysterical!

REX (hysterical) Should we be hysterical...?!!!



BUZZ Maybe! But not right now!

JESSIE (O.S.) Yeeeeeeeeeeeeeee--hawwwwwwwwww...!!!

Everyone turns. Jessie is smiling.

JESSIE (CONT'D) Fellas -- I know what to do!

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

EXT. ANDY’S YARD - DAY Woody darts from a tree to a landscape boulder, sneaking towards the garage. He peeks out from behind a flowerpot.

WOODY What the heck...?!

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

INT. CAR / GARAGE - DAY Buzz stands outside the Donation Box as the other Toys clamber in. Jessie helps the Aliens up into the box.

JESSIE We should'a done this years ago!

BUZZ Jessie, wait...! What about Woody?!

JESSIE He’s fine, Buzz! Andy’s takin’ him to college! Now we need to go!

Buzz looks at her and the others.

BUZZ You're right. Come on!

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

WOODY Buzz...?

BUZZ Woody...!

WOODY: What's going on? Don’t you know this box is being donated!

BUZZ: It's under control! We have a plan!

REX: We're going to Day Care!

WOODY: Day Care?! What -- have you all lost your marbles?!

MRS. POTATO HEAD: Didn't you see? Andy threw us away!

WOODY: No...! No, no, no! He was putting you in the attic!

MR. POTATO HEAD: Attic? So how’d we end up on the curb?!

WOODY: That was a mistake! Andy’s Mom thought you were trash!

HAMM: Yeah! After he put us in a trash bag!

MRS. POTATO HEAD: And called us “junk”!

WOODY: I know it looks bad but, guys, ya gotta believe me!

MR. POTATO HEAD: Sure thing, “College Boy”!

JESSIE: Andy’s movin’ on, Woody! It’s time we did the same.

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

WOODY: Okay, out of the box! Everyone, right now! Come on! Buzz -- gimme a hand. We gotta get this thing outta here!

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

BUZZ: Woody -- wait! We need to figure out what’s best for every--..

. 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.

WOODY Oh, great! Great!!! It’s gonna take us forever to get back here!

The car lurches into gear and drives off.

INT. DONATION BOX / CAR - DAY The Toys have gathered around Barbie, who is sniffling. Mrs. Potato Head pats her shoulder.

MRS. POTATO HEAD It’s all right, Barbie. You’ll be okay! Barbie nods, putting on a brave front.

BARBIE: Well... Molly and I have been growing apart for years, it’s just... I can’t believe she would throw me away!

She breaks down again. Potato Head rolls his eyes.

MR. POTATO HEAD: Welcome to the club, Toots!

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

WOODY Okay, everyone, listen up... We can get back to Andy’s but we gotta move fast. We’ll hide under the seats ‘til we get home...

The Toys react, incensed.

MR. POTATO HEAD: Get it through your vinyl noggin, Woody -- Andy doesn’t want us anymore!

WOODY He was putting you... In the attic!!!

Jessie goes toe-to-toe with Woody.

JESSIE He left us... On the curb! Buzz intervenes.

BUZZ Alright, calm down! Both of you!

WOODY Okay, fine! Just wait’ll you see what Day Care’s like!

REX Why...?! What’s it like?!

WOODY Day Care is a sad, lonely place for washed-up old toys who have no owners.

Abruptly, Barbie bursts into tears.

HAMM Quite the charmer, aren’t ya?

WOODY Oh, you’ll see! As soon as we get to Day Care, you’ll be begging to go home.

The car hits a bump and Woody tumbles.

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

INT. / EXT. DONATION BOX / PARKING LOT - DAY Andy’s Mom pulls out the box, carries it across the lot. Inside the box, the Toys peer out the hand slots.

REX Can anyone see anything?

JESSIE There’s a playground...!

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

JESSIE We hit the jackpot, Bullseye!

HAMM So much for “sad and lonely”, eh?

WOODY Okay, calm down, guys. Let’s keep this in perspective...

MR. POTATO HEAD Perspective?! This place is perfect!

REX (CONT'D) Woody, it’s nice! See, the door has a rainbow on it!

INT. LOBBY - DAY 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.

MOM Hey, there!

RECEPTIONIST Wow! Haven’t seen you in ages...

MOM Just wanted to drop these old toys off. She puts the box on the counter.

MOM (CONT'D) Is this Bonnie?! Look how big you are! The girl, BONNIE, looks up, then turns to her Mother, shy.

RECEPTIONIST Say hi, sweetie!


RECEPTIONIST How are your kids? Molly and Andy?

MOM Not kids anymore. Andy’s going to college on Friday. Can you believe?

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

RECEPTIONIST You sure they won’t miss these?

MOM Nah, they never get played with. Mom departs and the Receptionist folds up the box flaps.

INT. DONATION BOX / HALLWAY - DAY The Toys peek out as they are carried down a hallway.

MR. POTATO HEAD You see any kids...?

REX Where's she taking us?


The Box is placed on a counter. The Receptionist departs. In the box, the Toys step up and jostle for a view.

JESSIE Look...!


REX What?! What is it?!!!

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.

REX (CONT'D) Aaah! I can’t see!

A bell RINGS. A TEACHER opens the playground door.

BUTTERFLY ROOM TEACHER Okay, everyone, recess! C’mon!

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.

HAMM So, now what do we do?

WOODY We go back to Andy’s! Anyone see an exit?

MR. POTATO HEAD Exit schmexit! Let’s get played with!

BUZZ Careful! These toys might be jealous of new arrivals!

REX: I wanna see! It’s my turn!

Rex presses in. The Toys react.

BUZZ Oooff...!!!



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. JACK IN THE BOX New Toys! They all CHEER and burst into smiles. Jessie shakes hands with a ROCK MONSTER toy. JESSIE Well, howdy! Glad to meetcha! Buzz extends his hand to a ROBOT toy. BUZZ Buzz Lightyear, at your service. Hamm, Slinky and Barbie shake hands with an OCTOPUS toy. HAMM Oh boy, oh boy, oh boy! Rex laughs, circled by adoring little dinosaurs. An Insect Man ACTION FIGURE helps Mrs. Potato Head get up. MRS. POTATO HEAD Oooh, thank you! (reaches for his bicep) Oh, may I? Ohhh! 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. ALIENS The Claw...!!! 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. LOTSO Well, hello there! I thought I heard new voices! Welcome to Sunnyside, folks! I’m Lots-o’-Huggin’ Bear! But, please, call me Lotso! Buzz steps up, offers a hand. BUZZ Buzz Lightyear. We come in pea... Lotso grabs Buzz, lifts him in a smothering hug. LOTSO (chuckling) First thing you gotta know about me... I’m a hugger!! He releases Buzz, looks at the other Toys. LOTSO (CONT'D) Oh, look at y’all! You been through a lot today, haven’t you? MRS. POTATO HEAD Oh, it’s been horrible! LOTSO Well, you’re safe now. We’re all cast-offs here -- we been dumped, donated, yard-saled, second-handed, and just plain thrown out. But just you wait -- you’ll find being donated was the best thing that ever happened to ya! Woody scoffs, but Rex steps up excitedly. REX Mr. Lotso...? Do toys here get played with every day? LOTSO All day long. Five days a week. JESSIE But what happens when the kids grow up?


Lotso steps to a wall of day-care class photos. LOTSO Well, now, I’ll tell ya -- when the kids get old, new ones come in. When they get old, new ones replace them. You’ll never be outgrown or neglected. Never abandoned or forgotten. No owners means no heartbreak. The Toys are overjoyed. Even Woody is taken by this vision. JESSIE Yeee-hawww..!!! MRS. POTATO HEAD It’s a miracle! MR. POTATO HEAD (to Woody) And you wanted us to stay at Andy’s! WOODY Because we’re Andy’s toys! Lotso puts an arm around Woody. LOTSO So you got donated by this “Andy”, huh? Well, it’s his loss, Sheriff! He can’t hurt you no more. WOODY Whoa, whoa, whoa, whoa... Lotso cuts him off. LOTSO Now let’s get you all settled in. Ken?! Where is that boy? Ken...?! New toys! A Ken doll appears in an upper window of a doll house. KEN Far out! Hey, hi, everybody! (to Lotso) Down in a jiff, Lotso! 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.


KEN (CONT'D) So. Who’s ready for Ken’s Dream Tour? LOTSO Let’s show our new friends where they’ll be stayin’! KEN Folks, if you wanna step right this-- He turns, sees Barbie. She looks up, sees him. Sparks fly. MUSIC swells. Destiny calls. They approach. KEN (CONT'D) Hi! I’m Ken. BARBIE Barbie. (breathless) Have we ever me--...? KEN Huh-uh...! I would’ve remembered! (Barbie GIGGLES) Love your leg warmers. BARBIE Nice ascot. Lotso breaks the spell. LOTSO C’mon, Ken! Recess don’t last forever! KEN Right on, Lotso! This way everyone! He extends a gentlemanly arm. Barbie giggles, takes it. LOTSO You got a lot to look forward to, folks -- the Little Ones love new toys! He leads them off. Rex, Buzz, and Woody trail behind. BUZZ What a nice bear! REX And he smells like strawberries! Woody sighs, exasperated.


As they walk, Ken addresses the Toys like a tour leader. KEN Folks, if I can share, here at Sunnyside, we’ve got, well, just about anything a Toy could ask for. Lotso leads them past shelves of toy supplies. LOTSO Spare parts, super glue, and enough fresh batteries to choke a HungryHungry Hippo. 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. LOTSO (CONT'D) Think you’re gettin’ old? Well, stop your worryin’! KEN Our repair spa will keep you stuffed, puffed, and lightly buffed! 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. KEN (CONT'D) And this, well, this is where I live -- Ken’s Dream House. It has a disco, it’s got a dune buggy... And a whole room just for trying on clothes. BARBIE You have everything!!! KEN Everything except someone to share it with. He looks down, walks off. Barbie sighs, about to faint. Lotso reaches a bathroom door at the end of the room. LOTSO You need anything at all, you just come talk to me. Here we are...!


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. LOTSO (CONT'D) Well, thank you, Big Baby. Why don’t you come meet our new friends? He throws an arm around Big Baby in Toy-solidarity. LOTSO (CONT'D) Poor Baby! We were thrown out together, me n’ him. Abandoned by the same owner! INT. BATHROOM - DAY Lotso leads the Toys through a bathroom. LOTSO But we don’t need owners here at Sunnyside! We own ourselves! We’re masters of our own fate...! We control our own destiny! Mr. Potato Head slips and falls, losing his parts. LOTSO (CONT'D) Uh, watch out for puddles... INT. CATERPILLAR ROOM - DAY Lotso leads the Toys into a new classroom. The Day Care Toys here are scuffier and more toddler-appropriate. LOTSO And here’s where you folks’ll be staying -- the Caterpillar Room! 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. JESSIE Look at this place! BUZZ [Whistles] HAMM Holy moly, guacamole!


MR. POTATO HEAD Jackpot, baby! SLINKY Whoa, puppy! REX Wow! A TOY TRAIN weaves through the room, blowing its WHISTLE. The Potato Heads look around in wonder. MRS. POTATO HEAD (fighting tears) It’s so beautiful! Woody is awestruck. Something nudges him. A RINGING. WOODY What the...? 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 How long’s it been since y’all got played with? SLINKY It’s been years! LOTSO Well, just you wait. In a few minutes that bell’s gonna ring and you’ll get the playtime you’ve been dreaming of. REX Play! Real play!!! I can’t wait!!! LOTSO Now, if you’ll excuse us, we best be headin’ back. Welcome to Sunnyside, folks! Lotso climbs back into the Tonka Truck. The Toys wave. REX Thank you! HAMM Thank you there, Buddy Boy!


MR. POTATO HEAD Take care, Pinky! BUZZ Goodbye, Mr. Lotso! Thank you! MRS. POTATO HEAD Goodbye...! Barbie turns to Ken -- an end-of-the-first-date moment. BARBIE Will I see you again? KEN Oh, I’ll see you tonight. In my dreams. She giggles. They stare. It’s like they could both spontaneously combust. At the bathroom door, Lotso waits. LOTSO Ken...! Let’s get a move on! Ken turns to Barbie, takes her hands. KEN Barbie, come with me! Live in my Dream House! I know it’s crazy! I know we’ve just met! Aw, heck -- you don’t know me from GI Joe. But when I look at you I feel like we were... KEN & BARBIE ...Made for each other! They gasp, thunderstruck. Barbie turns, gazes to the Toys. Jessie grins and winks. Mrs. Potato Head waves -- Go! BARBIE Yay! She gives a leg kick. Ken pumps his fist. KEN Yessssssss...!!! Lotso calls again. LOTSO Ken...! KEN Coming, Lotso!


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. HAMM Sounds like kids to me...! REX Oh, I wanna get played with! Why can’t time go faster?!!! JESSIE How many ya reckon are out there?! MRS. POTATO HEAD Oh, they sound so sweet! Woody looks at them, knowing he’s fighting a losing battle. WOODY Look, everyone, it’s nice here, I admit. But we need to go home...! The Toys glance at each other. Jessie steps forward. JESSIE We can have a whole new life here, Woody. A chance to make kids happy again. SLINKY Why don’t you stay? REX Yeah, Woody! Stay with us! HAMM Come on, Woodster! MR. POTATO HEAD You’ll get played with...! MRS. POTATO HEAD Stay here! JESSIE You can make a new kid happy! WOODY I can’t! No, no! Guys, really, no! The Toys are taken aback. Woody struggles to stay calm.


WOODY (CONT'D) I have a kid. You have a kid -- Andy! And if he wants us at college, or in the attic, well, then our job is to be there for him! Now I’m going home! Anyone wants to join me is welcome! C’mon, Buzz! He heads off. Buzz stays put. Woody turns back. WOODY (CONT'D) Buzz...? Buzz -- torn -- steps up to Woody, sober and gentle. BUZZ Our mission with Andy’s complete, Woody. WOODY What...?! BUZZ And what’s important now is we stay together. WOODY We wouldn’t even be together if it weren’t for Andy! Look under your boot, Buzz! You too, Jessie! Whose name is written there? The Toys stare at the ground. Rex pipes up. REX Maybe Andy doesn’t care about us any more? WOODY Of course he does! He cares about all of you! He was putting you in the attic -- I saw! You can’t just turn your back on him now! Jessie steps forward -- incensed. JESSIE Woody -- wake up! It’s over! Andy is all grown up! Woody stares, trying to contain his anger. WOODY Okay, fine! Perfect! I can’t believe how selfish you all are.


Jessie glares back. No one moves. WOODY (CONT'D) So this is it? After all we’ve been through? 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. WOODY (CONT’D) Bullseye, no. You need to stay! He moves on. Bullseye again tries to follow. WOODY (CONT'D) Bullseye, no! I said stay! (softens) Look -- I don’t want you left alone in the attic, okay? Now, stay. 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. WOODY I gotta go. 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. INT. HALLWAY 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... WOODY C’mon, c’mon... ...and veers into a bathroom. WOODY (CONT'D) No, no...! INT. BATHROOM - CONTINUOUS 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. JANITOR What the heck? Woody freezes. The Janitor stares at the mirror, Woody in its reflection. RACK FOCUS -- The Janitor reaches up, wipes a stain off. JANITOR (CONT’D) That’s better. RACK BACK -- The window in the mirror. Woody’s gone. EXT. PLAYGROUND - DAY 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.

WOODY Oh, no! No, no, no...!

His hat lands under a kite tangled on the roof top. Woody stares at the kite -- an idea. CUT TO: 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 (CONT'D) (voice box) Reach for the sky!

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.

WOODY (CONT'D) (voice box) You’re my favorite deputy!

She smiles. HONK HONK!

BONNIE’S MOM (O.S.) Bonnie!

BONNIE Coming!

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

IN THE BACKPACK Woody is trapped.

WOODY Oh, great!

4 As Bonnie and her Mom drive off, CRANE DOWN to REVEAL... Woody’s hat, lying on the ground.

INT. CATERPILLAR ROOM - DAY Bullseye whimpers, stares at the door. Jessie consoles him.

JESSIE Oh, it’s gonna be okay, Bullseye.

BUZZ Woody’s going to college with Andy. It’s what he’s always wanted.

MR. POTATO HEAD He’s crazy! College is no place for a toy!

MRS. POTATO HEAD Toys are for play time!

HAMM Speaking of play time...! They’re lining up out there!

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

BUZZ How many?

HAMM There must be dozens! REX Ohhh...! I can hardly wait!

BUZZ Places, everyone!

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.

REX At last! I’m gonna get played with!

BUZZ Uh, Rex...?

REX Come to Papa!

BOOM! The door bursts open, swatting Rex across the room. A horde of squealing, hyped-up TODDLERS enter.

A MONTAGE of pictures.

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.

Another MONTAGE plays. In a collage of fast-moving SHOTS we see...

- 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.

From ABOVE we see a SKY TO GROUND SHOT of total pandamonium ensuing.

CUT TO: WOODY (voicebox) There’s a snake in my boot!

INT. BONNIE'S BEDROOM - DAY CLOSE ON -- Woody. His string is pulled again.

WOODY (voicebox) I’d like to join your posse, boys, but first I’m gonna sing a little song.

Bonnie holds Woody, smiles.

BONNIE A sheriff..!! Move over, Mr. Pricklepants! We have a guest!

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

BONNIE (CONT'D) You want some coffee? She sets out cups, pretends to pour.

BONNIE (CONT'D) It’s good for you! But don’t drink too much or you’ll hafta... Hafta...

She dances from foot to foot.

BONNIE (CONT'D) Be right back...!

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

WOODY Psst! Hey! Hello! Hi -- Excuse me!

The Hedgehog, MR. PRICKLEPANTS, comes alive briefly.


WOODY Can you tell me where I am?


BUTTERCUP The guy’s just askin’ a question!

MR. PRICKLEPANTS Well, excuse me, I’m trying to stay in character!

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

BUTTERCUP My name’s Buttercup. You've met Baron von Shush.


TRIXIE Hi, I'm Trixie!

BOTH Shhhhhhhhhh!!!!!!

WOODY Guys, hey! I don’t know where I am!

TRIXIE We’re either in a cafe in Paris, or a coffee shop in New Jersey. I’m pretty sure I just came back from the doctor with life-changing news!

Woody is baffled.

BUTTERCUP We do a lot of improv here. Just stay loose, have fun, you’ll be fine.

WOODY No, no, no, I...

. Woody gets back in his pose when he hears FOOTSTEPS approach. Bonnie runs in.

BONNIE Who wants lunch? Beep! Boop! Beep!

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

BONNIE (CONT'D) It has a secret ingredient... She lifts the top bun...

BONNIE (CONT'D) ...Jellybeans! Bonnie eats a jellybean, pulls Woody’s string.

WOODY (voicebox) Somebody’s poisoned the water hole!


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

BONNIE (CONT'D) Who would do such a mean thing?!

She GASPS and becomes a different character.

BONNIE (CONT'D) (as Witch) Hee-hee-hee-hee-hee!!

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

BONNIE (CONT'D) The scary witch!! Bonnie picks up the Doll, flies it around the room. BONNIE (CONT'D) Look out! She’s using her witch powers!

BONNIE (AS WOODY) (CONT'D) I know where to hide!


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

INT. TOY BOX - DAY Bonnie and Woody huddle in the dark.

BONNIE She’ll never find us in here!

Surreptitiously the Doll is lifted into view.

BONNIE (CONT'D) What’s wrong...?

She turns. Sees the doll, SCREAMS.

INT. BONNIE’S BEDROOM - DAY The toy box tips over, spilling Bonnie and her Toys.

BONNIE She found us! We need a spaceship to get away!

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

TRIXIE You’re doin’ great!

MR. PRICKLEPANTS Are you classically trained?

WOODY Look, I just need to know how to get outta here...!


Woody is stunned.

BUTTERCUP (CONT'D) Just kidding. Door’s right over there.

The Doll gets up, greets Woody.

DOLLY Well, Cowboy, you just jumped right in, didn’t ya? I’m Dolly.

WOODY ...Uh, Woody.

They shake.

DOLLY “Woody”? Really? You’re gonna stick with that? ‘Cuz now’s your chance to change it -- new room and all. That’s coming from a doll named “Dolly”.

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

PEA #1 Who’s the new guy? PEA #2 Are you a real cowboy?

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

WOODY I do too have a..[realizes that his hat is gone[. My hat?!

PEA #3 Told ‘ya!

BONNIE (O.S.) I found the spaceship!!


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

BONNIE (AS WOODY) Quick! Fasten your seatbelts! Close your tray tables!

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

BONNIE (CONT’D) Hold on, it might get a little bumpy! 3... 2... 1...! BLAST-OFF!!

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.

BONNIE (CONT'D) Yeee-haaaaw!!! You saved us, cowboy! You’re our hero!!!

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.

SLINKY Oh, I’ve got a kink in my slink.

Rex staggers by, tail missing.

REX My tail...! Where’s my tail?!

Buzz sits up, dazed.

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

HAMM Someone need a hand?

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

MR. POTATO HEAD Where’s my nose... Here’s your arm... Honey, the moustache...? MRS. POTATO HEAD Here it is... Gimme that, that’s mine... Buzz straightens up -- back CRACKING. BUZZ I don’t recall play time being quite that strenuous. Rex pulls his tail from a peg board.

REX Andy never played with us like that! Jessie peels a decal off Bullseye’s nose.

JESSIE We have to make the best of it.

MR. POTATO HEAD But these toddlers! They don’t know how to play with us!

REX They’re too young!

HAMM They’re sticky!


MRS. POTATO HEAD We should be in the Butterfly Room! With the big kids!

MR. POTATO HEAD That’s right!

HAMM You said it!

BUZZ We’ll get this straightened out -- I’ll go talk to Lotso about moving us to the other room. He clambers up a table, leaps to the bathroom door knob. It doesn’t move.

BUZZ (CONT'D) Blast. Try that one! Jessie leaps to the hallway door latch.

JESSIE It’s locked! At the playground door, Slinky tests the door knob.

SLINKY Same here! Buzz drops down, points.

BUZZ Try the windows. Hamm, on the sill, examines a window lock.

HAMM Eh, negatory. It’s a FensterSchneckler 380. Finest childproof lock in the world.

MRS. POTATO HEAD We’re trapped!

BUZZ Wait! Did anyone notice the transom?

REX What’s a transom, Buzz?

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

MR. POTATO HEAD Oh, great! How do we get up there?! Buzz narrows his eyes, thinking.


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

BUZZ All right, everyone! On three! One... Two...

JESSIE Three!!! They take off, pushing the popper at top speed.

JESSIE (CONT'D) Let go! 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.

HAMM Jump! 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.

REX He did it!!!

JESSIE Way to go, Buzz! 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.

CHUNK You think they had a fun playtime?

TWITCH Shhh...!!! They might hear you! Buzz frowns. O.S. GIGGLING. Buzz turns. Down the hall, Ken and Barbie say goodbye at the Butterfly Room door.


KEN Okay, now you start.




KEN See?! That time I said “love”. Okay, now, me first. CLOSE ON -- Buzz. He stifles a dry heave.

BARBIE Okay, okay, okay....!

KEN I...


KEN! See what I mean? It changes every time!

BARBIE You are so smart! As the Tough Toys pass, they drag Ken away.

TWITCH C’mon, Romeo... We’re late.

BARBIE I’ll wait up for you!

KEN Kisses...!

INT. HALLWAY - NIGHT 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.

55 INT. TEACHERS’ LOUNGE - NIGHT 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: COCKADOODLEDOO!! This is followed by MUFFLED LAUGHS and HUBBUB. Buzz approaches the machine. From inside come VOICES.

GANG (O.S.) Yeah, all right! Let’s go again! Buzz pushes open the dispenser flap, climbs in. Above him, a pig OINKS loudly. More LAUGHS and GRIPES.

INT. VENDING MACHINE - NIGHT 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.

KEN All right, place yer bets! Any splits? Here we go! 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.

GANG C’mon, Duckie, Duckie! Big Pig! Big Pig...! Turkey! Gimme the Turkey!! Ken waves his hand over the table.

KEN All right. No more bets. The spinning arrow stops on “Duck”. FARMER SAYS TOY Here is a duck: “Quack, quack”. STRETCH Yes! Yes! Come to Mama! Stretch scoops up the pile of money. The others GROAN.


KEN Stretch takes the round. The game continues, Ken presiding. KEN Okay, minimum bet, five Monopoly. Coyotes wild. Changing two double AA's. (as he changes money:) Hey, what do you guys think of the new recruits? Any Keepers? SPARKS Nah, disposable...! STRETCH (CONT'D) Landfill! KEN Cowgirl...? Dinosaur...? TWITCH Toddler fodder! They start placing bets again. KEN How ‘bout that Spaceguy? He could be useful. Buzz reacts, listening. CHUNK He ain’t the sharpest knife in the... place where they keep the knives. SPARKS Neither are you, Chunk. LAUGHS. Twitch teases Ken. TWITCH You got a little Keeper yourself, didn’t’cha, Ken? KEN Hey! Lay off, Twitch! Barbie’s different! STRETCH Mr. Softy over here...! CHUNK Whaddaya expect from a girls toy?


Ken stands, furious. KEN I’m not a girls toy! I’m not! Why do you guys keep saying that?!!! Twitch waves a hand. TWITCH All them Toys are disposable. We’ll be lucky if they last us a week! 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. KEN Well, well, looky who we have here. BUZZ Stop! Let me go! He struggles. Ken narrows his eyes. KEN Take him to the libary.

A sock puppet is pulled over Buzz’s head. CUT TO: INT. BONNIE’S BEDROOM - NIGHT 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 1225 Sycamore! MR. PRICKLEPANTS (O.S.) Woody...! What’re you doing?


Woody turns. Bonnie’s Toys are watching from the bed. WOODY I... I gotta get out of here! TRIXIE You’re leaving?! BUTTERCUP Didn’t you have fun today? WOODY Of course I did! More ‘n I’ve had in years, but... Y’see, I belong to someone else... He holds up his boot, where “ANDY” is written. BUTTERCUP Who’s “Yid-nah”? MR. PRICKLEPANTS I believe it’s pronounced “Yid-nay”. DOLLY Guys -- it says “Andy”! WOODY He’s my Bonnie...! And he’s leaving soon. I gotta get home! PEA POD Where’s home? WOODY Elm Street. 234 Elm. (thinking) You guys have a map? DOLLY We’re on it, Cowboy. Trixie...? Trixie giggles. TRIXIE I’ll fire up the computer! INT. STORAGE CLOSET - NIGHT 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.


BUZZ Unhand me, you cowards! I demand to talk to Lotso! KEN Zip it, Buck Rogers! You don’t talk to Lotso ‘til we say you can... Abruptly, the door opens. Lotso stands, astonished. LOTSO Ken...?! What’s going on here?! Why’s this Toy tied up? KEN He... He got out, Lotso! LOTSO Got out? Oh, no, no, no, no! This isn’t how we treat our guests!

Lotso approaches Buzz, begins untying him.

LOTSO (CONT'D) F.A.O. my Schwartz...! There you go. I’m so sorry. He frees Buzz. Buzz stands, casting a dark look at Ken. BUZZ Lotso, there’s been a mistake. LOTSO A mistake...?!!! BUZZ The children in the Caterpillar Room are not age-appropriate for me and my friends. We respectfully request a transfer to the Butterfly Room. LOTSO (gestures grandly) Well, request granted! KEN But, Lotso... LOTSO Hush now, Kenneth! This Toy’s shown initiative! Leadership! Why, I’d say we found ourselves a Keeper! (to others) Hear that, everyone?! We got a Keeper! 60 Lotso lifts Buzz’s arm -- World Champion! His Gang applauds dutifully. Lotso throws his arm around Buzz. LOTSO (CONT'D) We’re callin’ you up to the Big Leagues, son! From now on, you’ll have anything you want! BUZZ Excellent! I’ll go get my friends. Lotso stops. LOTSO Whoa, whoa! Hold on there, Boss! Those Caterpillar kids need someone to play with...! BUZZ But my friends don’t belong there! LOTSO Oh, none of us do! I agree! Which is why -- for the good of our community -- we ask the newer toys, the stronger ones, to take on the hardships the rest of us can’t bear anymore. Buzz frowns. BUZZ Well, I... I guess that makes sense. Lotso smiles. BUZZ But I can’t accept. We’re a family. We stay together. Lotso’s smile fades. LOTSO Family man, eh? I understand. (sharply) Put him back in the “Time Out” chair. Big Baby grabs Buzz and slams him into the toy chair.

BUZZ What are you...? What?! Unhand me!

LOTSO Bring in The Bookworm.

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

BOOKWORM (O.S.) Hold on... Here it is! An aged Toy -

- The Bookworm -- pushes aside files.

BOOKWORM It was filed under “Lightyear”. 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.

LOTSO Let’s see here... Accessories... Maintenance... Oh, here we go! (reading) “Remove screws to access battery compartment...”

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

. BUZZ What are you doing?! Let go of me!

LOTSO (reading) “To return your Buzz Lightyear Action Figure to its original factory settings, slide the switch from PLAY to DEMO...”

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

INT. CATERPILLAR ROOM - NIGHT The Toys sit near the door. The echo of Buzz’s scream is heard. They turn.

JESSIE What was that?

HAMM Sounds like it came from the hall!

MRS. POTATO HEAD I’ll see what it was!

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

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

JESSIE Whaddaya see? Anything...?

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

MRS. POTATO HEAD Nah, just a dark hallway and... Wait, wait...! I see Andy!

The other Toys look at each other, disbelieving.


MR. POTATO HEAD That’s impossible...!

MRS. POTATO HEAD No, I really see him! In his room! (realizing) My other eye! The one I left behind!

She concentrates fiercely. TRANSITION TO:

INT. ANDY’S ROOM - NIGHT - POV From under the bed, we SEE college boxes piled up by the open door. Andy crosses frame, carrying another box.

MRS. POTATO HEAD (V.O) This is so weird...! He’s packing up... Uh-oh. Oh, here comes Buster.

Buster sniffs under the bed, right toward her eye.

MRS. POTATO HEAD (V.O.) Outta the way! Get away!

Buster yawns, turns, and walks out of FRAME.

MRS. POTATO HEAD (V.O.) Okay, Andy’s in the hall. He’s looking in the attic. Wait, there’s Mom. Why is he so upset?

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.

MRS. POTATO HEAD (V.O.) Oh, no! Oh, this is terrible! :

INT. CATERPILLAR ROOM - NIGHT Mrs. Potato Head puts her eye back in, looks at the others.

MRS. POTATO HEAD He’s looking for us! Andy’s looking for us!

JESSIE He’s looking for us?!

REX So, Andy does want us! I knew it! I just knew it!!! Rex picks up an Alien, does a happy dance.

MRS. POTATO HEAD I think he did mean to put us in the attic!

SLINKY Well, then Woody was telling the truth! MR. POTATO HEAD Holy cow!

HAMM And you didn’t believe him!

MR. POTATO HEAD Hey, you didn’t believe him first! Jessie stands -- fire in her eyes.

JESSIE Guys, we gotta... We gotta go home!

CREAK -- A door opens. Light spills in. The Toys turn. Lotso saunters in with his Gang.

JESSIE Lotso...!

LOTSO How’re y’all doin’ this fine evening?

JESSIE Oh, thank heavens! [ rushes to him. The others follow].

Have you seen Buzz?

MRS. POTATO HEAD There’s been a mistake! We have to go! LOTSO Go?! Why, you just got here! In the nick of time, too! We were runnin’ low on volunteers for the Little Ones! They just love new Toys, now don’t they? MR. POTATO HEAD Love?! We’ve been chewed! Kicked! Drooled on! MRS. POTATO HEAD Just look at my pocketbook! She holds up her chewed purse. Lotso bends down, amused. LOTSO Well, here’s the thing, Sweet Potato -- you ain’t leavin’ Sunnyside. MRS. POTATO HEAD Sweet Potato?! Who do you think you’re talking to? I have over thirty accessories and I deserve more respec-- Abruptly, Lotso yanks her mouth off. Everyone is shocked. LOTSO Ahh...! That’s better! Lotso’s Henchmen snicker. 65 MR. POTATO HEAD Hey! No one takes my wife’s mouth!!! Except me! Give it back, you furry air freshener! He steps up to retrieve the mouth. Lotso holds it above him. He finally grabs it. Jessie heads for the door. JESSIE C’mon, guys -- we’re going home. LOTSO Whoa, Missy! You’re not going anywhere. JESSIE (over her shoulder) Oh, yeah? And who’s gonna stop us? Jessie almost collides with a blank-faced Buzz, stepping from the shadows. Jessie and the others are thrilled. REX Buzz! You’re back! He runs -- arms open -- to greet him. Buzz makes a Kung-Fu sound, strikes a pose. REX (CONT'D) Buzz...? WHAM!!! Buzz tackles Rex, slamming him to the floor. JESSIE Hey! Buzz leaps and kicks, spins the Toys around, and knocks their legs from under them. SLINKY Buzz! The Toys fall to the floor, stunned. Buzz stands atop them, salutes. BUZZ Prisoners disabled, Commander Lotso! JESSIE Buzz? What are you doing...? BUZZ Silence, minions of Zurg! You’re in the custody of the Galactic Alliance! 66 REX Zurg...? MR. POTATO HEAD Galactic Alliance...? HAMM Huh-boy...! LOTSO Good work, Lightyear. Now lock ‘em up! BUZZ Yes, sir! 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. STRETCH Where do you think you’re going?! Jessie reaches through the cubby wire to Buzz’s shoulder. JESSIE Buzz...?! We’re your friends! He swats her hand away. BUZZ Spare me your lies, Temptress! Your Emperor is defeated. And I’m immune to your... Bewitching good looks. He turns, ramrod straight, and walks off. Big Baby lifts Mrs. Potato Head to a cubby. Mr. Potato Head intercedes. MR. POTATO HEAD Hey, Mongo! Keep your paws off my wife! Big Baby drops Mrs. Potato Head in the cubby, turns and picks up Mr. Potato Head. MR. POTATO HEAD (CONT'D) Hey, what are you doing? Let go of me you drooling doofus! Lotso steps in. 67 LOTSO Wait! I think this Potato needs to learn himself some manners! Take him to The Box. Big Baby hoists Potato Head up and toddles off. MR. POTATO HEAD Where’re you taking me? Put me down, you moron! Bad baby! Bad baby!!! They toddle past Barbie as she enters the room, confused. BARBIE Ken...?! What’s going on?! KEN Barbie...! I told you to wait in the Dream House! Ken puts an arm around her, leading her out. BARBIE What’re you doing to my friends? Barbie looks over her shoulder as Sparks the Robot tosses an Alien into a cubby. Twitch slams it shut. BARBIE (CONT'D) Hmmph! She slaps Ken’s arm away and turns to join the Toys in solidarity. Ken tries to grab her. KEN Wait, Barbie! BARBIE Don’t touch me! We’re through! She stalks off. Ken is devastated. Then Barbie turns, walks back to him. He smiles. BARBIE (CONT'D) And gimme my scarf back! She yanks the ascot off his neck. KEN Oww! Barbie is slammed into a cubby. Lotso surveys the room. 68 LOTSO Lightyear! Explain our overnight accommodations. BUZZ Yes, sir! Buzz strides past the Toys, each trapped in a cubby. BUZZ (CONT'D) Prisoners sleep in their cells! Any Prisoner caught outside their cell spends the night in The Box! EXT. PLAYGROUND - NIGHT 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...

BUZZ (O.S.) Roll call at dusk and dawn! Any Prisoner misses roll call spends the night in The Box! ..

.Big Baby lowers the lid,

INT. CATERPILLAR ROOM - NIGHT Buzz rattles off the rules. Jessie grows impatient.

BUZZ Prisoners do not speak unless spoken to! Any Prisoner talks back spends the night...

JESSIE ...In The Box. We get it.

Lotso puts a calming hand on him.

LOTSO At ease, soldier! They’re neutralized! But remember: They’ll say anything to make you doubt yourself!

BUZZ Don’t worry, Commander! Any doubt I had got pounded out of me at the Academy! Lotso climbs on a podium of ABC blocks -- jovial, relaxed. 69 LOTSO Listen up, folks! We got a way of doing things here at Sunnyside! If you start at the bottom, pay your dues... Life here can be a dream come true! But if you break our rules, step outta line, try to check out early? Well... You’re just hurtin’ yourselves. He takes out Woody’s hat, tosses it. It slides across the floor to Jessie’s cubby. The Toys gasp in horror. JESSIE Woody...! (to Lotso) What’d you do to him?! Lotso sits back in his truck bed, taps his cane. LOTSO Y’all get a good night’s rest! You got a full day of play time tomorrow. 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. INT. KITCHEN - NIGHT CLOSE ON -- A computer keyboard. Woody types an address. WOODY 1-2-2-5... Sy--ca--more... BLOOP -- Suddenly, an IM WINDOW pops up on the SCREEN. WOODY (CONT'D) Who’s “VelociSTAR237”? Trixie pushes in. TRIXIE Oh...! That’s just a dinosaur toy down the street. That’s nothing. Lemme just take care of that! (beat) Just a dinosaur...! Woody finishes typing. 70 WOODY All right. Sy--ca--more... Okay, “Enter”! Trixie hits the Return. Slowly, a map begins to assemble. WOODY (CONT'D) Please don’t be far! Please! The map resolves itself. The route to Andy’s house is a short “Z” -- less than two blocks away. Woody is amazed. WOODY (CONT'D) Right around the corner...?! It’s right around the corner!!! Ecstatic, he hugs Bonnie’s toys, leaps off the desk, does a happy dance across the floor, strides to the kitchen door. WOODY (CONT'D) I’m going to college! Look at me, I’m big toy on campus! Hello! Hey! I’ll see you at the Sock Hop! DOLLY Okay, Potsie! Woody starts to slip through a pet door. WOODY Oh, hey, listen -- if any of you guys ever get to Sunnyside Day Care? You tell ‘em Woody made it home! Bonnie’s Toys gasp. DOLLY You came from Sunnyside?! TRIXIE But... How’d you escape?!!! WOODY It wasn’t easy, I... What do you mean “escape”? Bonnie’s Toys trade glances. Pricklepants steps forward.

MR. PRICKLEPANTS Sunnyside is a place of ruin and despair, ruled by an evil bear who smells of strawberries!

WOODY Lotso...?!

BUTTERCUP He may seem plush and huggable on the outside. But inside, he’s a monster!

WOODY But... How do you know that?

MR. PRICKLEPANTS Chuckles... He’ll tell you!

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

CHUCKLES Yeah, I knew Lotso. He was a good toy. A friend. Me and him, we had the same kid -- Daisy...

INT. DAISY’S LIVING ROOM - DAY - FLASHBACK A freckle-faced five-year-old, DAISY, unwraps a gift under a Christmas tree and finds a fresh, smiling Lotso inside.

CHUCKLES (V.O.) I was there when Lotso got unwrapped.

She hugs him -- love at first sight.

CHUCKLES (V.O.) Daisy loved us all, but Lotso... Lotso was special.

INT. DAISY’S HOUSE - DAY - FLASHBACKS 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.

CHUCKLES (V.O.) They did everything together. You never seen a kid and a toy more in love.

EXT. STATION WAGON - DAY - FLASHBACK Daisy sits in the back of a station wagon, Lotso in her lap. Big Baby and Chuckles are buckled in beside them.

CHUCKLES (V.O.) One day, we took a drive...

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

CHUCKLES (V.O.) Hit a rest stop, had a little play time.

Daisy’s Mom waves a sandwich. Daisy puts down the Toys and runs to join her family. DISSOLVE TO: A sleeping Daisy is carried to the car.

CHUCKLES (V.O.) (CONT'D) After lunch, Daisy fell asleep.

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.

CHUCKLES (V.O.) (CONT'D) She never came back.

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.

CHUCKLES (V.O.) (CONT'D) Lotso wouldn’t give up. It took forever, but we finally made it back to Daisy’s

. EXT. DAISY’S HOUSE - DUSK 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.

CHUCKLES (V.O.) But by then, it was too late

. 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.

CHUCKLES (V.O.) (CONT'D) Something changed that day inside Lotso. Something snapped.

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

LOTSO She replaced us. C’mon! He turns to go, but Big Baby and Chuckles stay put.

YOUNG CHUCKLES No, she only replaced you.

Lotso turns on Chuckles.

LOTSO She replaced all of us! Didn’t she?!

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.

LOTSO (CONT'D) She don’t love you no more! Now come on!

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

CHUCKLES (V.O.) We were lost. Cast off. Unloved. Unwanted...

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

EXT. SUNNYSIDE DAY CARE, FRONT ENTRANCE - NIGHT 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.

CHUCKLES Then we found Sunnyside. But Lotso wasn’t my friend anymore..

. Lotso stands, eyes narrowed. He limps towards the Day Care. Chuckles and Big Baby watch from the puddle. Lightning FLASHES. MATCH CUT: INT. KITCHEN - DAWN Chuckles, remembering. Woody listens

CHUCKLES ...He wasn’t anyone’s friend. He took over Sunnyside, rigged the whole system.

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

WOODY So... How’d you get out?

CHUCKLES I got broke. Bonnie found me, took me home. Other Toys, they weren’t so lucky. (voice quavers) It ain’t right, what Lotso done! New toys -- they don’t stand a chance! Woody looks up. WOODY But... My friends are in there! BUTTERCUP You can’t go back! It’s too dangerous! MR. PRICKLEPANTS Returning now would be suicide! DOLLY But what about your... “Andy”? TRIXIE Isn’t he leaving tomorrow? TRACK IN ON -- Woody, torn. 75 INT. CATERPILLAR ROOM - DAWN 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. BUZZ Quiet, musical hog! Knock it off! Hamm stops playing, sighs. Buzz moves off. Bullseye looks at Woody’s hat, whimpers sadly. Jessie pats his muzzle. JESSIE Oh, Bullseye... I miss Woody, too. She turns away, bows her head. JESSIE (CONT'D) But he ain’t ever comin’ back. 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. LOTSO Rise and shine, Campers! Buzz snaps to attention, salutes. BUZZ Commander Lotso, Sir! All quiet! Nothing to report! LOTSO Excellent, Lightyear! C’mon -- we need you back at Star Command! Buzz hops in the back of the truck. MRS. POTATO HEAD Wait! What you have you done with my husband?! LOTSO Big Baby...? Big Baby steps forward and tosses a dazed Mr. Potato Head into the room -- coughing, groaning, covered in sand. 76 The Toys gasp. Mrs. Potato Head reaches out. MRS. POTATO HEAD Sweetheart...! MR. POTATO HEAD It was cold...! And dark...! Nothing but sand and a couple of Lincoln Logs... HAMM I don’t think those weren’t Lincoln Logs. Lotso addresses the room. LOTSO Y’all get ready -- you got a playdate with destiny! CUT TO: A BELL -- Ringing. Bonnie runs down the hall and enters the Butterfly Room.

INT. BUTTERFLY ROOM - DAY 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. INT. CEILING CRAWL SPACE, BUTTERFLY ROOM - DAY 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. INT. CEILING CRAWL SPACE, CATERPILLAR ROOM - DAY Crawling, Woody follows the noise, puts his ear to a tile. INT. CATERPILLAR ROOM - DAY 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. 77 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. WOODY Uh... Hello...? The Lifer’s voice is hoarse and grizzled. LIFER You shouldn’a come back, Cowboy. They cracked down hard since you left. More guards. More patrols. You and your friends ain’t ever gettin’ outta here now. WOODY I made it out once... LIFER You got lucky once. Want my advice? Keep your heads down. You’ll survive. WOODY Yeah? For how long? LIFER (squints like Clint) I been here years. They’ll never break me. There’s only one way Toys leave this place... 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. LIFER (CONT'D) Poor fella. Trash truck comes at dawn. Then it’s off to The Dump... Woody bends down, respectful. WOODY I appreciate your concern, Old Timer. But we have a kid waiting for us. Now we’re leaving. If you’d help us -- one toy to another -- I’d sure be grateful. The Lifer sighs. LIFER Well, if you’re gonna get out... First thing you gotta get through’s the doors. 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. LIFER (V.O.) (CONT'D) ...Locked every night, inside and out. Keys are left on a hook in the office. WOODY (V.O.) Got it. What else? SHOTS -- Night. Toy Trucks patrol the empty halls of the Day Care. Outside, Trucks patrol the deserted playground. LIFER (V.O.) Lotso has trucks patrolling all night long. Hallway. Lobby. Playground. WOODY Yeah, yeah... What about the wall? SHOTS -- TRACKING along the mural-covered cinder block wall. LIFER (V.O.) Eight feet high. Cinderblock. No way through it. You go over or under. Woody frowns. WOODY That’s it?! Doesn’t seem so bad. LIFER It’s not. Your real problem’s The Monkey. 79 INT. OFFICE - NIGHT A TOY CHIMP sits at the console of security monitors

. LIFER (V.O.) The Monkey’s the Eye in the Sky..

. CLOSE ON -- THE MONKEY’S EYES The bank of monitors is reflected in them.

LIFER (V.O.) (CONT'D) He sees everything...

INT. CATERPILLAR ROOM - NIGHT A Toy Bunny slips through the bars of his cubby, scampers toward the hallway door.

LIFER (V.O.) ...Classrooms..

. INT. OFFICE - NIGHT 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.

INT. CATERPILLAR ROOM - NIGHT 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.

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

LIFER (V.O.) ...Hallways...

He waddles for the front door. ZOOM UP to a security camera at the end of the hall.

INT. OFFICE - NIGHT The Monkey sees the Penguin, hits the PA button, and begins SCREECHING and banging cymbals.

INT. HALLWAY - NIGHT 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.

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

LIFER ...Even the playground.

INT. OFFICE - NIGHT The Monkey sees the Plushies, SCREECHES his alarm.

EXT. PLAYGROUND - NIGHT A spotlight hits the Plushies. Within the spotlight rises the silhouette of Big Baby, arms lifted.

INT. CATERPILLAR ROOM - DAY The Lifer lays it on the line for Woody.

LIFER You can unlock doors, sneak past guards, climb the wall... But if you don’t take out that Monkey, you ain’t goin’ nowhere. Y’wanna get outta here? Get ridda that Monkey!

SMASH TO: INT. CATERPILLAR ROOM - DAY A bell RINGS. The Toddlers -- playing rough -- look up.

TEACHER Okay! Recess!

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.

WOODY (O.S.) Pssst...! Pssst...! Hey, guys...!

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

JESSIE Woody? Woody!!!

REX Woody!

MRS. POTATO HEAD Thank goodness! They quickly run and gather around him, rejoicing.

SLINKY You’re alive!!! HAMM Hey, Buddy!

WOODY ‘Course I’m alive...! (sees Bullseye) Hey, my hat!!! Woody takes his hat from Bullseye, puts it on.

WOODY (CONT'D) Wait. Where’s Buzz?

REX Lotso did something to him!

SLINKY He thinks he’s a Space Ranger again!

WOODY Oh no...

HAMM Oh yes. “Return of the Astro Nut!”

JESSIE Oh, Woody, we were wrong to leave Andy. I... I was wrong...

MR. POTATO HEAD Jessie’s right, Woody -- she was wrong!

WOODY No, no. It’s my fault for leaving you guys. From now on, we stick together. The Toys smile, reassured.

SLINKY But... Andy’s leavin’ for college!

JESSIE College!!! Hog-tie the mailman!!! We gotta get you home before Andy leaves tomorrow!

HAMM Tomorrow...? But, that means...

WOODY It means we’re busting outta here tonight.

MRS. POTATO HEAD What?! Impossible!

REX But there’s no way outta here!

WOODY No, there is one way out. One way...

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

WOODY (CONT'D) Okay, here’s the plan..

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

KEN Cowgirl...


KEN Horse...

Bullseye WHINNIES.

KEN (CONT'D) Piggy bank... HAMM Yo.

INT. CEILING CRAWL SPACE, CATERPILLAR ROOM - NIGHT From above, Woody watches through a ventilation grate. KEN Tyrannosaurus... REX Here. KEN Barbie... BARBIE Here... INT. CATERPILLAR ROOM - CONTINUOUS Ken strolls on. KEN Potato Head... Potato Head? Silence. Buzz backs up, looks in the cubby. BUZZ Hey! Tuberous Root Man! Wake up! Buzz rattles the bars. An actual potato rolls to the front of the cubby -- a dummy potato, as it were. BUZZ (CONT'D) Impossible! A NOISE. Ken and Buzz turn. Potato Head is at the window, struggling with the locks. BUZZ (CONT'D) Hey! 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. 84 INT. FRONT OFFICE - NIGHT The Monkey, at the security console, sees Buzz and Ken corner Potato Head. He leans in to watch. KEN Little late for a stroll, eh, Potato Head? MR. POTATO HEAD That’s Mr. Potato Head to you, Smoothie! PAN and ZOOM past the distracted Monkey to another monitor. On it, Slinky slips out of his cubby cell. KEN (O.S.) You’re turning out to be quite the trouble-maker, aren’t ya? INT. CATERPILLAR CLASSROOM - NIGHT Behind Ken and Buzz, Slinky runs to the middle of the room. KEN (O.C.) What’d you think you were gonna do? Waltz right outta here? Woody grabs a bag of marbles, grasps the clothesline, jumps. MR. POTATO HEAD (O.C.) And I would’a got away with it too, if it weren’t for you meddling Toys! Woody lowers via the clothesline, drops the bag of marbles, grabs Slinky, and ascends back up to the ceiling. MR. POTATO HEAD (CONT'D) Ya ascot-wearin’ pink-noser! Mr. Brains-Sold-Separately!!! He kicks Ken. Ken yelps, turns to Big Baby. KEN Take him back to The Box! Big Baby grabs Potato Head, lifts him off the ground. MR. POTATO HEAD No! Not The Box! I’m sorry! I didn’t mean it! I like ascots! Really! No... No! Noooooo!!! They disappear through the bathroom door. 85 INT. CEILING CRAWL SPACE - NIGHT Woody and Slinky watch as Potato Head is dragged off. They close the ceiling panel. WOODY Okay, check... INT. CATERPILLAR CLASSROOM - NIGHT Ken turns to Buzz. KEN Good work, Lightyear! Resume your, uh... Space-guy... Thing-y! BUZZ Yes, sir, Well-Groomed Man! He salutes, departs. Ken turns to go. BARBIE (O.C.) Ken...?! Ken...! Ken stops. Barbie waves to him. Ken looks around, then approaches warily. Barbie is tearful. KEN What do you want? BARBIE I can’t take it here, Ken! I want to go to the Butterfly Room! With you! KEN Yeah, well, you should’a thought of that yesterday. BARBIE I was wrong! I want to be with you, Ken! In your Dream House! Take me away from this! Take me away! She breaks down sobbing. Ken is torn. Finally, he gives in -- no match for a woman’s tears. KEN Darn it, Barbie...! He moves closer, speaks low. KEN (CONT'D) Okay, but, things are complicated around here. You gotta do what I say! 86 BARBIE (tears of gratitude) I will, Ken! I promise! Satisfied -- and a little smug -- he pulls open the cubby. INT. SANDBOX - NIGHT Big Baby opens the lid of the Sand Box. MR. POTATO HEAD Wait! I’ll do anything...! I’ll change your diapers! Big Baby tosses Potato Head in, lowers the lid. EXT. PLAYGROUND - NIGHT 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. INT. FRONT OFFICE - NIGHT 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. 87 WOODY Go... Get... The... Tape!!! 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.

INT. KEN’S DREAM HOUSE, BUTTERFLY ROOM - NIGHT Ken and Barbie ride the Dream House elevator to the top floor. Ken opens the door.

KEN And this... Is where the magic happens. FAST PULL BACK to REVEAL the living room of his Dream House. Racks of clothes line the walls. Barbie gasps. BARBIE Look at all your clothes!!! I can’t believe you never brought me up here! Barbie flips through the racks. Ken joins her. BARBIE (CONT'D) Tennis whites! Mission to Mars! KEN I know, I know! Check this out -- “Kung-Fu Fighting”! “Campus Hero” with matching sports pennant, huh?! BARBIE Flower Power...!!! Oh, Ken...! Ken pivots away, his mood turning to melancholy reflection. KEN No one appreciates clothes here, Barbie. (then, bitter:) No one. Barbie walks up behind him. BARBIE Ken... Would you model a few outfits for me? Just a few? Ken is stunned -- no one’s ever asked this of him. Throbbing DISCO begins. 88 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. INT. OFFICE - NIGHT Woody and Slinky finish taping up the struggling Monkey. Slinky opens a desk drawer. Woody rolls the Monkey in. Slinky pushes it closed. SLINKY Go get the key! Woody runs to a bulletin board above the desk. WOODY Where is it...? Where is it...? Where’s the key? He finds the keys, buried under push-pinned papers. WOODY (CONT'D) Bingo! Slinky toggles a security camera joystick. INT. CATERPILLAR ROOM - NIGHT Jessie sees the security camera panning back and forth. She turns, whispers. JESSIE Yodel-Lay-Hee-Hoooooo...!!! A few cubbies down, Hamm and Rex share a look. ANGLE -- Buzz, patrolling... HAMM (O.S.) Hey! Whadda you think you’re doin?! Buzz stops, turns. 89 In the cell, Hamm plugs his cork into his belly. HAMM I told you -- keep your hands off of my stuff! Rex raises his fists, trying to sound tough. REX Make a move, Porky! Hamm jumps Rex. They grapple. Buzz runs over. BUZZ Hey! No fighting! Break it up! He pulls the “cell” from the cubby and they tumble out. HAMM Take that, Walnut-Brain! No wonder you’re extinct! Jessie and Bullseye steal out of their cubbies while Buzz gets between Hamm and Rex, holding them apart. BUZZ Hey, you can’t hit each other! That’s my job! JESSIE (O.C.) Yoo-hoo! 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 (muffled) Help! Prison riot! 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. JESSIE Get the tortilla! 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. 90 EXT. PLAYGROUND - NIGHT 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. INT. KEN’S DREAM HOUSE, BUTTERFLY ROOM - NIGHT Ken -- headband on -- is behind a shoji screen. KEN Ready? BARBIE (O.C.) Ready...! Ken leaps from behind the screen in a Karate Gi and does a series of fighting moves, kicking and punching the air. KEN Haiii-Yaaa! Wah! Whaaa-aaa-aaa -- He freezes mid-pose. Barbie isn’t there. KEN (CONT'D) Uh... Barbie? Barbie leaps out of nowhere, tackling Ken. Ken lands on his chest. Barbie grabs his head, spins it 180 degrees. BARBIE No more games, Ken. What did Lotso do to Buzz, and how do we get him back? Ken is secretly thrilled to have Barbie straddling his chest, talking tough. He is defiant. KEN You can’t make me talk! You can’t! Barbie glares at him, eyes narrowing. Ken -- unable to contain his excitement -- blurts out: KEN (CONT'D) ...But I’d like to see you try!!! INT. HALLWAY - NIGHT A Security truck patrols the hall. As it passes, the office door opens. Woody peers out. 91 INT. OFFICE - NIGHT 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. INT. CATERPILLAR ROOM - NIGHT Jessie stops the key with her boot, picks it up. EXT. PLAYGROUND - NIGHT 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. INT. CATERPILLAR ROOM - NIGHT Mrs. Potato Head, on the sill by the door, sees the signal. She uses the key to unlock the door. EXT. PLAYGROUND - NIGHT 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. INT. KEN’S DREAM HOUSE, BUTTERFLY ROOM - NIGHT Ken is tied to a paddle-ball paddle by the ball’s string. He glowers as Barbie browses through his racks of clothing. BARBIE Let’s see -- Hawaiian surf trunks... She holds them up, then RIPS them apart. Ken is horrified. KEN Barbie, those were vintage! (steels himself) It’s okay! Go ahead, rip ‘em! They’re a dime a dozen! BARBIE Oooohh! Glitter tux! 92 RIPPPP...! She tosses the shreds at him. Ken groans in torment, but remains defiant. KEN Who cares?! Who cares?! Sequins are tacky! Barbie picks up a Nehru jacket. Ken gasps in horror. BARBIE Oooohh!! A Nehru jacket! KEN Barbie!!! Not the Nehru...! BARBIE This is from, what -- 1967? KEN The Gruvvy Formal Collection, yes! BARBIE What a shame... KEN Oh, no! No! No, no, no...!!! Barbie pulls at the seams. A stitch POPS. Ken cracks. KEN (CONT'D) There’s an instruction manual! Lotso switched Buzz to Demo Mode...! He breaks down, sobbing. Barbie, steely, grabs Ken. BARBIE Where’s that manual? INT. UTILITY CLOSET - NIGHT A sleepy Bookworm pulls the Buzz Lightyear Manual from his stacks, hands it down to a waiting Figure in a SPACE SUIT. BOOKWORM I don’t know why this can’t wait til morning, Ken, but... Here ya go! 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. 93 INT. CLASSROOM CEILING CRAWL SPACE - NIGHT SLINKY What’s takin’ so doggone long? A KNOCK. Woody slides the ceiling panel, revealing Barbie in the Space Suit, helmet off. WOODY So how do we fix Buzz? Barbie grins, hoists up Buzz’s Instruction Manual. EXT. PLAYGROUND - NIGHT Potato Head, on the ledge, sees Barbie pulled up into the ceiling. INT. CLASSROOM CEILING CRAWL SPACE - NIGHT Woody gives Potato Head the “thumbs up”. Potato Head responds with complicated baseball-catcher gestures. EXT. PLAYGROUND - NIGHT Potato Head turns and edges down the ledge. A FLUTTERING. He looks. His path is blocked by a Pigeon. A stare down. MR. POTATO HEAD What’re you lookin’ at, Feathers? The pigeon pecks him, taking a chunk out of his tortilla. MR. POTATO HEAD (CONT'D) Hey! Ow! 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. MR. POTATO HEAD (CONT'D) Yeah, fly away, ya coward! The tortilla rips and disintegrates. MR. POTATO HEAD (CONT'D) Uh-oh... In pieces, he drops off the ledge to the ground. 94 MR. POTATO HEAD (CONT'D) Well, that’s just great! A section of tortilla props itself up, looks around. It spots the classroom vegetable garden. The eye goes wide. INT. CATERPILLAR ROOM - NIGHT Buzz is still trapped in the bin, banging on the ceiling. Hamm and Rex have grown weary of his calls for help. BUZZ (muffled) Help! Prison riot! HAMM Give it up. No one can hear you. BUZZ (looking up, muffled) What...? HAMM I said no one can hear you! BUZZ (confused, muffled) What...?!!! REX (yelling) He said, “No one can...!!!” HAMM Shhhh...!!! Will you be quiet?! He slaps a hand over Rex’s mouth. A NOISE. They look up. A ceiling tile opens. Woody, Slinky, and Barbie drop in. REX Woody! You’re back! 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. WOODY Stop him! Don’t let him get out! BUZZ (into wrist radio) Star Command, I’ve been taken hostage by my own prisoners!!! 95 Hamm and Rex tackle Buzz. Hamm, Rex, Woody and Slink keep Buzz pinned down, as Barbie rushes over with the manual. WOODY Quick, open his back! There’s a switch! They pull open Buzz’s compartment, revealing the switch. Woody flips it. Buzz struggles. BUZZ Unhand me, Zurg scum! The Galactic courts will show you no mercy! Woody flips the switch back and forth. WOODY It’s not working! Why’s it not working? Where’s the manual? Hamm flips through at top speed. HAMM Here we go! There should be a little hole under the Switch! WOODY Little hole. Got it! HAMM (reading) “To reset your Buzz Lightyear, insert paper clip....” WOODY Rex, use your finger! REX Oh! Rex sticks a finger in Buzz’s re-set hole. WOODY Okay, now what? HAMM All right, let’s see... “Caution: Do not hold button for more than five seconds.” Abruptly, Buzz BEEPS loudly, falls limp, face plants. The others all look at Rex. Rex lifts his finger. 96 REX It’s not my fault! Suddenly, Buzz leaps up, knocking the Toys off him. He strides forward, flips his wrist radio. SPANISH BUZZ Bitácora Espacial -- Me he despertado de hipersueño en un planeta extraño. (Star Log -- I’ve awakened from hypersleep on a strange planet.) The Toys are speechless. Hamm glares at Rex. HAMM Now what did you do?! REX I did what you told me...! Buzz -- hyper-alert -- glances sideways, narrows his eyes. SPANISH BUZZ Estoy rodeado por criaturas extrañas y desconozco sus intenciónes!!! (I'm surrounded by alien creatures of unknown intent!!!) He whips around -- flamboyant Latin-style -- and trains his laser on Woody’s forehead. SPANISH BUZZ (CONT'D) ¿Quién anda ahí? ¿Amigo? O Enemigo? (Who goes there -- Friend? Or foe?) WOODY Uh... Amigos! We’re all amigos! Satisfied, Buzz struts forward, greeting them. SPANISH BUZZ Me debo haber estrellado, y se me borró la memoria. (I must have crash landed and had my memory erased.) He approaches Woody, kisses both cheeks, strides off. SPANISH BUZZ (CONT'D) Han visto a mi nave espacial? (Anyone seen my spaceship?) WOODY We gotta switch him back! 97 SLINKY How do we do that? HAMM (re: manual) I dunno! That part’s in Spanish! Patrol Truck lights pass by under the hall door. WOODY We don’t have time for this! C’mon! Woody grabs Buzz, hustles him toward the playground door. SPANISH BUZZ Mi nave. ¿Lo encontraste? !Excelente! (My spaceship? You know where it is? Excellent!) They pass the Lifer, watching from the shadows. LIFER Good luck, Cowboy. EXT. PLAYGROUND - NIGHT Jessie, Bullseye, and Mrs. Potato Head wait inside a concrete pipe. Spotlights survey the playground. MRS. POTATO HEAD (points) Here they come! 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. JESSIE What took you so long? WOODY Things got complicated. Where’s Potato Head? JESSIE We haven’t seen him! Woody turns and peers out on the playground. Buzz, the last to arrive, sees Jessie. She turns to greet him. JESSIE (CONT'D) Buzz... 98 Buzz is struck dumb. Time slows. His heart melts. He approaches, drops to his knees, takes Jessie’s hand. SPANISH BUZZ Mi florecita del desierto...! Yo nunca he visto la belleza verdadera hasta esta noche! (My desert flower...! I have never seen true beauty til this night!) Jessie is speechless. She turns to the others. JESSIE Did you guys fix Buzz? HAMM Eh... Sort of. MRS. POTATO HEAD Jessie, behind you! Someone’s coming! The Toys turn. A tall figure looms. Mr. Cucumber Head steps into the light -- irked, agitated. MR. POTATO HEAD You would not believe...! What I’ve been through...! Tonight! Mrs. Potato Head goes to him. MRS. POTATO HEAD Darling...! Are you okay? MR. POTATO HEAD I feel fresh! Healthy! It’s terrible! MRS. POTATO HEAD You’ve lost weight! And so tall! Bullseye nudges Potato Head’s torso toward him. MR. POTATO HEAD Ahhh, you’re a sight for detachable eyes! 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. 99 WOODY (CONT'D) Okay, all clear! 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 Almost there! Jessie darts out, with others close behind. The lights of a Patrol Truck approach. WOODY Back up, back up! 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. 100 SPANISH BUZZ (CONT'D) ¡Ven conmigo! ¡Te mostraré las maravillas de la galaxia, y juntos lucharemos contra el despiadado Zurg! (Come with me! I will show you the wonders of the galaxy, and together we will fight the evil Zurg!) 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. JESSIE Woody! Thank goodness! WOODY C’mon! We’re almost there! He and Jessie leads the Toys off, REVEALING Spanish Buzz -- stunned and heartbroken. He throws down his dandelion. SPANISH BUZZ El Vaquero...!!! Mad with jealousy, he narrows his eyes and runs after them. EXT. TRASH CHUTE - NIGHT Woody leads the Toys to the trash chute. He jumps -- trying to grab the handle -- but can’t quite reach it. WOODY Buzz, c’mere, gimme a lift! Buzz, smoldering, steps forward, dramatically pushes Woody aside. With a lovelorn glance at Jessie, he hits a button. SPANISH BUZZ Buzz Lightyear al rescate! (Buzz Lightyear to the rescue!) Buzz steps to the chute, jumps up in a series of crazy, acrobatic moves, and grabs the handle, pulling it down. SPANISH BUZZ Abierto...! WOODY Way to go, Buzz! C’mon, everyone! The Toys boost each other up onto the trash chute lid. 101 INT. GARBAGE CHUTE - NIGHT Woody climbs in the chute with the others and peers down. POV -- The grimy metal chute recedes into blackness. JESSIE Is it safe? WOODY I guess I’ll find out... 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 halfclosed dumpster. Above him, stars twinkle -- freedom. JESSIE (O.S.) Woody...! You okay? WOODY Come on down. But not all at once. MR. POTATO HEAD (O.S.) What’d he say? HAMM (O.S.) I think he said, “All at once”. NOISES. WOODY No...! No! No! No! No! Too late. The Toys slide down together. TOYS Whoa! Watch out! REX Geronimo...!!! They collide with Woody. Woody windmills his arms at the edge of the chute. Jessie grabs him, pulls him to safety. WOODY Thanks, Jess. Spanish Buzz looks about, confused and deeply disappointed. SPANISH BUZZ Donde esta mi nave...?! (Where’s my spaceship...?!) WOODY Slink...? Think you can make it? 102 SLINKY I might be old, but I still got a spring in my step. He backs up, then leaps over the open pit to the closed lid of the dumpster. He lands hard, clutches a metal handle. REX He did it! HAMM All right, Slinky-kins! SLINKY Okay! Climb across! Suddenly, two pink paws step in front of Slinky. He looks up. Lotso looms over him, grinning. LOTSO You lost, li’l doggy...? 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. LOTSO (CONT'D) Well, well...! Look who’s back! 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. LIFER (via handset) I’m sorry, Cowboy! They broke me...! Lotso turns to the Toys, as cheerful as ever. LOTSO (incredulous) What are you doin’?! Runnin’ back to your kid? He don’ want you no more! WOODY That’s a lie! LOTSO Is it? Tell me this, Sheriff -- if your kid loves you so much, why is he leavin’? 103 CLOSE ON -- Woody, fuming. He has no answer. LOTSO (CONT'D) Y’think you’re special, Cowboy? You’re a piece of plastic! You were made to be thrown away! VROOM! A garbage truck turns into the far end of the alley and RUMBLES toward them. Lotso turns. LOTSO (CONT'D) Speak of the devil...! (turns back) Now we need toys in our Caterpillar Room. And you need to avoid that truck. Why don’t you come on back, join our family again? He smiles. Woody seethes -- at a loss for words. Jessie steps past him, eyes burning. JESSIE This isn’t a family, it’s a prison! You’re a liar and a bully and I’d rather rot in this dumpster than join any family of yours! Barbie steps forward. BARBIE Jessie’s right! Authority should derive from the consent of the governed! Not from the threat of force! Hamm and Potato Head share a glance -- Huh? Lotso grins. LOTSO If that’s what you want...! 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. KEN Barbie! Wait...! Everyone turns. He runs to Lotso. KEN (CONT'D) Don’t do this, Lotso...! LOTSO She’s a Barbie doll, Ken! There’s a hundred million just like her! 104 KEN Not to me there’s not! He glances at her. She sighs. Lotso picks up Ken. LOTSO Fine! Why don’t you join her?! He tosses Ken across the dumpster chasm. The Toys grab him, pull him to safety. Barbie hugs him. BARBIE Oh, Ken! Ken stands and addresses Lotso’s Gang, earnest and heroic. KEN Everyone! Listen! Sunnyside could be cool and groovy if we treated each other fair! (points) It’s Lotso! He’s made us into a pyramid and he put himself on top! Lotso’s Gang eyes each other. There’s a shift in sympathy but no one wants to stick their neck out. Lotso is amused. LOTSO Anyone concur with Ken? No one moves. The truck RUMBLES closer -- two dumpsters away. Lotso turns to the Toys. His face hardens. LOTSO (CONT'D) I didn’t throw you away. Your kid did. Ain’t one kid ever loved a toy, really! Chew on that when you’re at the dump! He turns away. Woody steps forward. WOODY Wait...! What about Daisy? Lotso keeps a steely composure. LOTSO I don’t know what you’re talking about. WOODY Daisy...? You used to do everything with her! LOTSO Yeah -- then she threw us out! 105 WOODY No -- she lost you! LOTSO She replaced us! WOODY (pointing) She replaced you! And if you couldn’t have her, no one could! You lied to Big Baby and you been lying ever since! Woody yanks something from his holster. It’s the rusty old pendant, “My Heart Belongs To: DAISY”. Lotso is stunned. LOTSO Where’d you get that...?! WOODY She loved you, Lotso... LOTSO She never loved me! WOODY ...As much as any kid ever loved a toy! 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. BIG BABY Mama...! Lotso grabs the pendant. He pokes Big Baby like a bully. LOTSO What -- you want your Mommy back? She never loved you! Don’t be such a baby! He throws it down and CRUSHES it with his cane. Big Baby’s face crumples. Lotso turns, yells at Stretch the Octopus. LOTSO (CONT'D) Push ‘em in! All of ‘em! (to his Gang) This is what happens when you dummies try to think! 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. 106 LOTSO (CONT'D) We’re all just trash, waitin’ to be thrown away! That’s all a toy is! Abruptly, Lotso is lifted from behind by Big Baby. LOTSO (CONT'D) Put me down! What’re you doing? Big Baby carries him to the edge of the dumpster. LOTSO (CONT'D) Help me! Help! 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. LOTSO (CONT'D) No...! Wait...! KLOON! Big Baby watches -- blank-eyed, pitiless -- as the lid SLAMS down, shutting Lotso in. No one can believe it. REX He’s gone!!! MR. POTATO HEAD Holy cow!!! BIG BABY Ah-pppbbblllmmmmmmm...!!! He blows a RASPBERRY at Lotso. VROOOM! The Toys turn. The garbage truck is only 100 feet -- 15 seconds -- away. WOODY C’mon! Hurry! 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 (CONT'D) Oh...! For crying out loud! Woody glances at the approaching truck, then runs back. JESSIE Woody...! Woody yanks the Alien free. Spanish Buzz gestures. 107 SPANISH BUZZ Vaquero, andale! (Cowboy, hurry!) 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. HAMM Oh, boy! Incoming! 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. JESSIE C’mon! The other Toys follow. Barbie tries to follow too, but Ken holds her back. KEN Barbie, no...! 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 Jess! JESSIE Woody! 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. BARBIE No...!!! She turns away, burying her head in Ken’s comforting arms. 108 INT. GARBAGE TRUCK - NIGHT The Toys find themselves in darkness, awash in garbage. WOODY Can you hear me?! Is everyone okay?!! MR. POTATO HEAD Of course not, you imbecile! We’re doomed! Buzz pulls himself from a mound of garbage. He GLOWS. WOODY Everyone! Go to Buzz! C’mon!!! The Toys begin wading toward Buzz. EXT. STREETS - NIGHT The garbage truck rumbles through the streets. INT. GARBAGE TRUCK - NIGHT The Toys congregate around Buzz. WOODY We all here? Slinky...? Rex...? The truck lurches to a stop. The hydraulic motor STARTS. Woody looks up. A dumpster appears above them, tilting. WOODY (CONT'D) Against the wall, everybody! Quick! He leads the Toys to the front of the truck, seeking shelter. Buzz remains behind. SPANISH BUZZ Senorita! Senorita, donde estas...?! (Miss...! Miss, where are you...?!) JESSIE (O.S.) Buzz...! He turns. Somewhere in the DARKNESS, her voice rings out. A trickle of garbage begins to sprinkle down from above. SPANISH BUZZ Senorita...! Buzz runs through the falling trash until he finds her pressed against the far wall -- terrified. 109 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. HAMM They’ll never make it! Buzz grabs Jessie and carries her -- dodging and weaving. A SCRAPING sound above. MRS. POTATO HEAD Look out! 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. JESSIE Buzz...!!! As the dumpster above recedes, Jessie runs forward and begins digging. The other Toys join her. WOODY Anyone see him?! SLINKY Over here, y’all! I found him! They rush over and drag Buzz from the pile. Buzz’s eyes are closed. Jessie pops his shield, shakes him. JESSIE Buzz, you okay?! Buzz! Buzz!!! No response. Jessie shakes him again. And again. JESSIE No...! 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. 110 Buzz frowns. BUZZ That wasn’t me, was it? JESSIE Oh, Buzz! You’re back!!! You’re back, you’re back, you’re back!!! She throws her arms around him, hugs him tight. BUZZ Yes, I’m back! (beat) Where’ve I been? WOODY Beyond Infinity, Space Ranger! BUZZ Woody! Woody smiles -- partners again. Buzz looks around. BUZZ (CONT'D) But... Where are we now?! REX (excitable) In a garbage truck on the way to the dump! Buzz’s smile freezes. EXT. TRI-COUNTY DUMP - NIGHT The garbage truck drives in the entrance. INT. GARBAGE TRUCK - NIGHT The truck grinds to a halt. The BEEP-BEEP-BEEP backing-up alarm begins to sound. The Toys look around. WOODY Everyone -- stay together! Everything lurches. The truck bay begins to tilt. EXT. DUMP - NIGHT The garbage truck tilts up -- higher and higher. Trash begins pouring out the back, onto the dump below. 111 INT. GARBAGE TRUCK - NIGHT The back flap opens, allowing garbage to spill out. A trash pit is revealed below. The Toys begin sliding out. WOODY Hold on! We’re going in...! TOYS Whoa...! EXT. DUMP - NIGHT The garbage truck extends fully, tilting 70 degrees. The stream of garbage becomes a torrent. INT. GARBAGE TRUCK - NIGHT The Toys cling together, screaming, as they slide out into the open night. EXT. GARBAGE PIT - 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. MR. POTATO HEAD You got all your pieces? The Aliens pop up. One points to some heavy machinery -- with a giant claw -- in the distance. ALIEN The Cla-a-a-aw! They toddle off toward it. WOODY Hey! Guys, no...! No!!! Suddenly, the trio of Aliens is bathed in headlights. Before anyone can react, a bulldozer passes over them... Just like that, they’re gone. MRS. POTATO HEAD My Babies...!!! A blinding LIGHT pours over her and envelops the Toys. 112 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. WOODY (CONT'D) Hang on! They tumble as the bulldozer pushes them over the edge. EXT. CONVEYER BELT - NIGHT The Toys land on a conveyor belt entering a dark tunnel. INT. CONVEYER BELT - NIGHT Woody sits up and watches the light receding behind them. The other Toys gather round. MRS. POTATO HEAD Woody! What do we do? WOODY We’ll be okay if we stay toge--... VWOOSH! Slinky is pulled up OUT OF FRAME. WOODY (CONT'D) Slinky...! SLINKY Woody...! Slinky is fixed to a fast-moving conveyor belt above them. Woody runs after him. WOODY Slinky, get down from there! 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. JESSIE It’s a magnet! Watch out! High above, Slinky looks around. SLINKY Uh, you might wanna take a look at this! The Toys scramble up a pile of debris. 113 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.... BUZZ Quick! Grab something metal! 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. HAMM You heard the guy...! Each Toy grabs a metal object and lifts -- CLUNK! -- to the ceiling. Rex, the last, grabs an aluminum can, a CD, etc. REX It’s not working!!! Finally, he grabs a metal fan and sails up to safety. Suddenly, a pink paw thrusts out from the belt below. LOTSO (O.S.) Help...! Help me!!! Woody turns. Lotso is pinned under a golf bag. LOTSO (CONT'D) I’m stuck! Help!!! Please! Woody looks at the approaching shredder. He lets go. JESSIE Woody...! Woody lands on the belt, runs back to Lotso. LOTSO Thank you! WOODY Don’t thank me yet. Woody struggles to lift the bag. Buzz drops down next to Woody. Jessie eyes the approaching shredder. JESSIE Buzz...!!! Woody...?!!! 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... WOODY Go! Go! ...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.

LOTSO Thank you, Sheriff...!

WOODY We’re all in this together. (turns) Right guys...?

All the Toys have vanished.


JESSIE (O.S.) Woody! Down here!

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

EXT. DUMP / STAIRWAY TO HEAVEN - NIGHT 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: Woody! Look! I can see daylight! We’re gonna be okay!

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

WOODY: I don’t think that’s daylight..

(At the end of the conveyer belt, garbage falls into a burning, churning vortex.)

WOODY: Run!!!

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.

LOTSO Sheriff...! The button! Help me!

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

WOODY Go!!! Go!!!

Hit the button! 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.

WOODY (CONT'D) Hurry!!!

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

WOODY (CONT'D) Just push it! Push it!

BUZZ Push it!!!

Lotso smirks, gives a salute.

LOTSO: Where’s your kid now, Sheriff?!

He turns, runs off down the walkway.

WOODY: No... No...! No...!!!

BUZZ: Lotso...!!!

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

EXT. INCINERATOR HOPPER - NIGHT 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.

REX Ahhhhhh!

WOODY Rex!!!

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.

JESSIE Buzz...! What do we do?

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.

INT. CRANE OPERATOR’S BOOTH - NIGHT In the booth, the Aliens man the joysticks.

ALIENS The Clawwwww!!!

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

EXT. DUMP - DAWN 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.

REX Whew...!

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

MR. POTATO HEAD Y’know all that bad stuff I said about Andy’s attic? I take it all back.

SLINKY You’re darn tootin’! \

HAMM You said it!

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.

MRS. POTATO HEAD Oh, darling! You were so brave! A SQUEAK. The Potato Heads turn, see the Aliens approach.

MRS. POTATO HEAD (CONT'D) You saved our lives...!

MR. POTATO HEAD And we... Are eternally grateful! Potato Head scoops them into his arms for a big, proud hug.

MR. POTATO HEAD (CONT'D) My boys...!

ALIENS Daaddddyyyy...!!!

Hamm looks around.

HAMM Hey! Where’s that furball Lotso?

SLINKY I’d like to loosen his stitching!

WOODY Forget it, guys. He’s not worth it.

EXT. GARBAGE DUMP, ELSEWHERE - DAY 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.


GARBAGE MAN TWO (O.S.): Whatcha got?

GARBAGE MAN ONE (O.S.): I had me one a these when I was a kid!

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

GARBAGE MAN ONE (CONT'D) (nostalgic rapture) Strawberries...!

EXT. GARBAGE DUMP - DAY 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.

FROG Hey, buddy...! (Lotso turns) ...Y’might wanna keep yer mouth shut!

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.

JESSIE C’mon, Woody -- we gotta get you home!

BUZZ That’s right, “College Boy”!

WOODY But... What about you guys? Maybe the attic’s not such a great idea.

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

JESSIE We’re Andy’s Toys, Woody...

BUZZ We’ll be there for him.

Together. Woody smiles.

WOODY I just hope he hasn’t left yet...

MRS. POTATO HEAD Wait a minute! Wait, I’ll check!

She covers her good eye, concentrates.

MRS. POTATO HEAD (CONT'D) He’s still packing...! (GASPS) ...But he’s almost done!

HAMM He lives halfway across town...! REX We’ll never get there in time! 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.

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

MOLLY C’mere, boy. C’mon, Buster!

MOM Is that it, honey? You got everything?

ANDY Yeah, just a few more boxes in my room. At the curb, REVEAL the Toys hiding behind a garbage can. Woody peeks around, gestures to the other Toys.

WOODY Okay, c’mon!

INT. BACK YARD - DAY 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.

TOYS Eeeaauggh...!!! Brrr...!!! Stop!!!

HAMM That’s enough, that’s enough, that’s enough!!

WOODY All right, go! Go, go!

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

EXT. GARAGE ROOF - DAY 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.

INT. ANDY’S ROOM - DAY Buzz and Woody peer in.

BUZZ All clear...!

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

MRS. POTATO HEAD (V.O.) There you are...!

The feet turn and a hand reaches TOWARD 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.

WOODY Buzz...

Buzz turns. Woody offers a hand. They shake.

WOODY (CONT'D) This isn’t good-bye.

SLINKY (O.S.) Hey, Woody...

Woody looks up. Slinky lowers a paw.

SLINKY (CONT'D) ...Have fun at college!

HAMM Yeah, but not too much fun! Woody laughs, shakes hands with Slinky.

REX Woody, take care of Andy.


MR. POTATO HEAD He’s a good kid. Tell him to get a haircut.

WOODY I will. Woody sees Jessie.

WOODY (CONT'D) Jessie -- you’ll be okay in the attic?

JESSIE ‘Course I will. Besides... (leans in) ...I know about Buzz’s “Spanish Mode”.

BUZZ My what...? He turns, confused. Woody and Jessie share a smile.

MOM (O.S.) Honey, you want some food for the road?

ANDY (O.S.) I’ll get something on the way. Woody turns to Buzz -- there’s so much he wants to say. Buzz just smiles.

BUZZ You know where to find us, Cowboy.

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 Did you say goodbye to Molly?

ANDY Mom, we’ve said goodbye like ten times! Mom stops, suddenly overwhelmed. The room is empty. MOM Oh, Andy...! Andy, beside her, is abashed. ANDY (O.C.) Mom...! It’s okay...

IN THE COLLEGE BOX Woody quietly peeks out the hand holes. POV -- Woody can half-see Mom hug Andy.

MOM I know, it’s just... I wish I could always be with you.

ANDY You will be, Mom.

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.

MOLLY (O.C.) Hey... Aren’t you gonna say goodbye to Buster? Andy and Mom step into the hallway.

ANDY (O.S.) Of course I will...! (to Buster) Who’s a good doggie?! Who’s a good doggie?!!! I’m gonna miss you!

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.

MOLLY (O.C.) He’s telling you to go already.

MOM (O.C.) C’mon, get the rest of your things.

Woody gasps, looks up at the door. TRACK IN -- THE DOOR Andy walks in. Mom and Molly stay in the hallway.

ANDY Okay, Buster, don’t let Molly near my stuff.

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.

ANDY (CONT'D) Hey...!

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.

ANDY (CONT'D) Hey, Mom... So, you really think I should donate these?

Mom answers from the hallway.

MOM (O.S.) It’s up to you, honey. Whatever you want to do.


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

EXT. HOUSE - DAY 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: DONATE TO: 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.

BONNIE No! Don’t go in there! The bakery is haunted...!!! (another voice:) Shhhhhh!!! Are you crazy?! You’ll wake up all the ghosts!

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

BONNIE (CONT’D) Look out! The ghosts are throwing pies! Splat! Splat! Splat!

Bonnie notices Andy and immediately stops playing.


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



Andy lets himself in the gate.

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

ANDY Yeah. Right now, actually.

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

Bonnie goes and stands behind her Mom.

ANDY Uhh... I have some toys here.

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

Bonnie peeks around her Mom, curious.

ANDY So you’re Bonnie?

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

ANDY (CONT'D) I’m Andy. Someone told me you’re really good with toys. These are mine, but I’m going away now, so I need someone really special to play with them.

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

ANDY (CONT'D) This is Jessie -- the roughest, toughest cowgirl in the whole West. She loves critters, but none more’n her best pal, Bullseye. (whinnies; then, as Jessie) Yee-haw! Here.

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.

ANDY (CONT'D) This is Rex -- the meanest, most terrifying dinosaur who ever lived. (dinosaur voice) “Raaawwwrrrrr...!!!”

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

Andy pulls out the Potato Heads.

ANDY (CONT'D) The Potato Heads -- Mister and Missus. You gotta keep ‘em together ‘cause they’re madly in love.

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

ANDY (CONT'D) Now Slinky here is as loyal as any dog you could want. But Hamm? He’ll keep your money safe... He drops a quarter into Hamm’s slot.

ANDY (CONT'D) ...but he’s also one of the most dastardly villains of all time... (Hamm voice) “...Evil Dr. Pork Chop!”

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

ANDY (CONT'D) These little dudes are from a strange, alien world -- Pizza Planet!

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

ANDY (CONT'D) And this[woshing sounds] is Buzz Lightyear -- the coolest toy ever. Look, he can fly... (deploys wings) ...And shoot lasers... (fires laser) He’s sworn to protect the galaxy from the evil Emperor Zurg!

Andy hands over Buzz. Bonnie presses a button on him. BUZZ “To Infinity... And Beyond!!!”

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

ANDY Now, you gotta promise to take good care of these guys. They mean a lot to me. Bonnie nods. She glances in the box. Her eyes go wide.

BONNIE My cowboy!

Andy looks down, sees Woody lying in the box.

ANDY Woody...? What’s he doing in there?

He lifts Woody out. Bonnie points.

BONNIE “There’s a snake in my boot!” Andy -- amazed -- pulls Woody’s pull-string.

WOODY (voice-box) “There’s a snake in my boot!”

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.

ANDY Now, Woody -- he’s been my pal as long as I can remember. He’s brave, like a cowboy should be. And kind, and smart. But the thing that makes Woody special? Is he’ll never give up on you -- ever. He’ll be there for you, no matter what. Y’think you can take care of him for me? (she nods) Okay, then.

He hands Woody to Bonnie. She hugs him. Andy suddenly grabs Hamm.

ANDY (CONT’D) Oh, no! Dr. Pork Chop’s attacking the haunted bakery! Pchoo! Pchoo!

Without missing a beat, Bonnie joins in the play.

BONNIE Oh, no! The ghosts are getting away! Woody’ll stop ‘em!!

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

EXT. BONNIE’S HOUSE - LATE AFTERNOON - MONTAGE Bonnie and Andy play together with all their Toys.

EXT. BONNIE’S HOUSE - DUSK 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...

ANDY Thanks, guys. ..

.And pulls away.

BONNIE Look, Mommy! They’re all playing together! 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.

WOODY So long, partner.

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.

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