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Pixar Animation Studios made its first full-length feature film, "Toy Story," in 1995. It was the first feature to use all computer-generated imagery. A sequel followed in 1999. But it has taken 11 years for the studio to bring back Woody, Buzz and the other toys for "Toy Story 3."

Film critic David Edelstein says it was worth the wait.

DAVID EDELSTEIN: With any luck, "Toy Story 3" will be the last of the "Toy Story" movies. Yes, there will be pressure to squeeze out more sequels. This is, as industry folks like to say, a franchise, a studio tent pole. But if the people who run Pixar are as savvy as I think, they'll know the series should end like this: on a lovely, wistful high.

The "Toy Story" pictures are rooted in a child's fantasy of what happens when he or she turns out the light and the toys come alive, but I've never thought of them as kids' movies. At heart, they're about aging, impermanence, loss and death. Pixar likely borrowed the premise from Thomas Disch's "The Brave Little Toaster," objects once prized lose their newness and become disposable. But they have spiritual properties, and to discard them carelessly is to dishonor the past that shaped us. The idea is almost Buddhist in how it invests all matter with a life force worthy of reverence.

"Toy Story 3" has another dimension, probably the upshot of creators John Lasseter, Andrew Stanton, and the director, Lee Unkrich, getting older and having kids. The toys - especially the cowboy Woody, with the voice of Tom Hanks - see the boy who owns them, Andy, the way of parents do whose kids are growing up and moving on.

After a wild prologue with Woody and Tim Allen's Buzz Lightyear and Joan Cusack's cowgirl Jessie saving a trainload of orphans from the evil pig Dr. Porkchop - which comes to a halt when young Andy is called to dinner - we jump a decade ahead. Andy doesn't play with toys anymore. He's going off to college. His room is being cleared for his sister, who has her MP3 player and computer. Should the toys be stuck in the attic? Donated to Sunnyside, a day care center? Or left on the curb for the garbage truck? The gang, which includes the sister's cast-off Barbie, is scared by every one of those possibilities.

After mix-ups and chases, they end up at Sunnyside, where the toy who calls the shots is the formidable huggy bear Lotso, with the great Southern stentorian voice of Ned Beatty. Although Woody is stubbornly loyal to Andy, the prospect of being played with again is stirring.

(Soundbite of movie, "Toy Story 3")

Mr. TOM HANKS (Actor): (as Woody) Mr. Lotso, do toys here get played with every day?

Mr. NED BEATTY (Actor): (as Lotso) All day long, five days a week.

Ms. JOAN CUSACK (Actor): (as Jessie) But what happens when the kids grow up?

Mr. BEATTY: (as Lotso) Well, now, I'll tell you. 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.

Ms. CUSACK: (as Jessie) Yee-hah. Its a miracle.

Mr. TIM ALLEN (Actor): (as Buzz Lightyear) And wanted us to stay at Andy's.

Mr. HANKS: (as Woody) Because we're Andy's toys.

EDELSTEIN: Lotso is a character with stature, a toy shattered by abandonment who's purged himself of sentiment and runs Sunnyside with cold efficiency. And soon, our gang discovers the place operates like a prison. The big, bald baby doll functions as a spooky enforcer, like Swedish wrestler Tor Johnson in Ed Wood movies. A cymbal-clashing monkey is the prison guard of nightmares. Soon, horror of horrors, Buzz is reprogrammed to be his old officious, out-of-the-box self to help Lotso keep everyone in cages. Suddenly, thrillingly, "Toy Story 3" becomes a prison-break movie.

As usual with Pixar, the little things win your heart, like Woody escaping out the bathroom window, but pausing to put down a sheet of toilet paper before stepping on the seat. At Sunnyside, Barbie is instantly smitten by Ken, with the voice of Michael Keaton, and all those Ken-is-gay jokes get a new spin: He's a metrosexual, elated at finding someone for whom he can show off his disco wardrobe. In the script by Michael Arndt, who wrote "Little Miss Sunshine," the gags are all of a piece, right up to the forlorn-yet-enchanting finale.

Kids will love "Toy Story 3" for its cliffhangers and slapstick spills. But for grown-ups, the film will touch something deeper: the heartfelt wish that childhood memories will never fade. The paradox of Pixar is that, using advanced technology, it elevates the old-fashioned, the links to a more innocent form of play.

This beautiful movie weaves together our joyful fantasies of the past, the ones that helped form us, and our darker fears of being forgotten. And in that weave, it offers hope that we can somehow reconcile those poles of life for ourselves.

BIANCULLI: David Edelstein is film critic for New York Magazine.

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