"Andy" is going off to college and the big question is: what will happen to his toys? He plans to put them in the attic, but there's a mix-up and they wind up in a daycare center and it's not the most ideal place.
And there are some dark characters afoot which takes the toys on a funny, harrowing journey. It took four years for Pixar to take the ideas to the big screen.
"Our favorite films in our lives are the ones that made us really feel something, feel something deeply or were so funny we'll never forget them. We tried to do all of those things in this one film," says Director Lee Unkrich.
All of the familiar iconic characters are back, "Woody," "Buzz," and the rest of them. Some new ones are added like "Ken." Yes, Ken of Ken and Barbie fame.
Michael Keaton voices Ken. He says there is a comfort level in a Pixar film.
"There's kind of a safety net when you come to work for these guys. There's a safety net below which you're not going to fall," says Keaton.
"Mr. Pricklepants" is Timothy Dalton, who once played "James Bond." Joan Cusak is the cowgirl "Jessie." They both said they were really moved by the much-bigger story.
"It touches on loss, it touches on love, support and fear, and fear," says Dalton.
"She's kind of wrong, but she feels things anyway and learns, kind of, from her feelings, which I think is all a great little role model," says Cusak.
"Hamm the Pig," is John Ratzenberger. He's like a good luck charm -- a voice in every Pixar film.
"They believe in it and they work as hard on this film as they did on the first one," says Ratzenberger.
I told them, "Every time you guys make a film, it is like magic."
"I wish I could have a little recording of you saying that, in a time machine to give me faith that we were going to be able to pull it off," says Unkrich.
Without giving away my review, I say they succeeded.
"Toy Story 3" in 3D opens in theatres on Friday.