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DAVID BIANCULLI, host:

This is FRESH AIR. I'm David Bianculli in for Terry Gross. Pixar Studios "Toy Story 3" is up for five Oscars this year, including an Academy Award nomination for Best Picture. Only the third time an animated film has been nominated in that category. And it's the highest grossing animated film of all time, earning more than a billion dollars worldwide. We're revisiting an interview Terry Gross conducted with the film's director, Lee Unkrich, and its screenwriter, Michael Arndt, last fall.

Lee Unkrich has been with Pixar since 1994. He started there as a film editor on "Toy Story" and went on to co-direct "Toy Story 2" and "Monsters, Inc." Michael Arndt won an Oscar for Best Original Screenplay for his first film, "Little Miss Sunshine."

At the beginning of "Toy Story 3" Andy is preparing to leave home for college. His mother tells him that before he goes, he has to deal with his toys. She gives him several options: he can take them to college, store them in the attic, donate them to a day care center, or put them in the trash. The toys are terrified that, after years of being played with by Andy, after years of being cared for and loved, after years of being a little toy community, they will be abandoned and tossed on a garbage truck. Woody, the wooden toy sheriff voiced by Tom Hanks, tries to reassure the toys as the toys begin to panic.

(Soundbite of film, "Toy Story 3")

(Soundbite of music)

Unidentified Man #1 (Actor): (as character) We're getting thrown away?

Mr. TOM HANKS (Actor): (as Woody) No, no one's getting thrown away.

Unidentified Man #2 (Actor): (as character) How do you know?

Ms. JOAN CUSACK (Actor): (as Jessie) We're being abandoned.

Mr. HANKS: (as Woody) We'll be fine, Jessie.

Unidentified Man #3 (Actor): (as character) (Unintelligible).

Ms. CUSACK: (as Jessie) Should we leave?

Unidentified Man #4 (Actor): (as character) I thought we were going to the attic.

Unidentified Man #5 (Actor): (as character) Oh, I hate all this uncertainty.

Mr. HANKS: (as Woody) Whoa, whoa, whoa, whoa, hold on. Now wait a minute. Quiet. No one's getting thrown out, okay? We're all still here. I mean, we've lost friends along the way, Weezie(ph) and Etch(ph) and Bo Peep(ph), yeah, even, even Bo, all good toys who have 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 going to tuck us in the attic. It'll be safe and warm.

Mr. TIM ALLEN (Actor): (as Buzz Lightyear) And we'll all be together.

Mr. HANKS: (as Woody) Exactly. There's games up there and books.

Mr. ALLEN: (as Buzz) The race car track.

Mr. HANKS: (as Woody) The race car track, thank you.

Unidentified Man #6 (Actor): (as character) And an old TV.

Mr. HANKS: (as Woody) There you go, the old TV and those guys from the Christmas decorations. They're fun, right? And some day, if we're lucky, Andy may have kids of his own.

Unidentified Man #7 (Actor): (as character) And he'll play with us then, right?

Mr. HANKS: (as Woody) We'll always be there for him.

Mr. ALLEN: (as Buzz) Come on, guys. Let's get our parts together, get ready and go out on a high note.

TERRY GROSS, host:

That's a scene from "Toy Story 3," and my guests are the director of the film, Lee Unkrich, and the writer, Michael Arndt. Welcome to FRESH AIR.

Although that scene is, you know, the toys worrying about being obsolete, I think it speaks to adults, because I think probably a lot of parents worry about becoming irrelevant in the lives of their children after their children grow up.

Older adults in the workforce worry about being replaced by younger workers. You know, a lot of older people worry about becoming obsolete in their own way. And so I'm wondering, Michael Arndt, writing the film if you were trying to operate on two levels at the same time, speaking to emotional fears that adults have, and that children have.

Mr. MICHAEL ARNDT (Screenwriter, "Toy Story 3"): It's funny. When you first start writing these films, usually what you're trying to do - I mean, you just sort of have a bag full of disparate ideas, and none of them quite fit together.

And so your first concern when you take this over, is you're just trying to make everything fit together on a basic narrative level. And the scene that you just played, which we called "Growing Up" when we started writing it, was one of the hardest scenes to write because you're meeting these characters sort of again for the first time, and you have to figure out what their expectations for the future are.

And I remember when we first started writing it, we our thought was that, well, Buzz is going to be an optimist, and he's going to hope that they go to college with Andy, and Mr. Potato Head is going to be a pessimist, and he's going to think they're all going to get thrown out, and, you know, some other people think, well, maybe we'll go to the attic. And Woody, you know, is mature enough to say, well, I don't know what's going to happen.

And the problem with that, the problem with that scenario or that setup, is that you end up having these endless conversations in which all the toys stand around and argue with what's about to happen.

And I think I went back and counted all the drafts that we did of this scene. We did 60 different drafts of this scene while trying to figure out, you know, before we got to the final version.

And the big breakthrough was finally deciding okay, they all have already had this conversation before. They all have decided that they're going to get put in the attic. This is what happens to toys. This is part of the natural lifespan of toys, is that you serve, you know, your kid, you play with your kid, and then if you do a good job, you're going to get, you know, sort of rewarded with retirement and put in the attic.

And it's a melancholy thing, but it's sort of like you get your watch. You get your gold watch and the end of your service to your company. And having set that up, you know, having set up those clear and specific expectations for the future, then you can have this sort of mishap come along and disrupt those expectations for the future, and it allows the character of the other toys to decide they're going to donate themselves to Sunnyside.

And it was really only after we had set up that sort of narrative structure that we started to realize how emotional it was and how much it played into people's fears of obsolescence. And I do think it speaks to people's I don't think it's just, you know, old people's fears. I think everybody goes through life feeling not everybody, but certainly a lot of people go through life feeling as though the work they do, the job they do at work or at home with their kids is unappreciated or unacknowledged.

And I think feels that sense that, you know, these toys feel like they've given themselves over to this child Andy, 100 percent, and played with him and shared so much of his life, and now he's going away.

And they don't what they don't they don't want to go with him, necessarily, to college. What they really want is acknowledgment. And I think that's a universal thing. I think people - a lot of people sort of go through life feeling like they work really hard, and they're doing a good job, and they just want some sort of emotional acknowledgment.

Mr. LEE UNKRICH (Director, "Toy Story 3"): I think that's part of why people feel so much emotion in that last scene, is that we've created a moment where the toys are appreciated. They are loved, against all odds, and they are able to have that glorious feeling one last time. And I think it speaks to something deeply in a lot of people in the audience at different points in their lives.

GROSS: Michael, your first film was the screenplay for "Little Miss Sunshine," and since then, you've been writing for animated characters. Was it hard for you to start thinking about the interior life of toys, like how would, you know, how would a dinosaur toy react, how would Mr. Potato Head react to a transition in his life?

Mr. ARNDT: You have to, as a writer, you can't make any difference, have any distinction in your head between a live-action character and an animated character. They're all real characters.

I mean, to me, I feel like Buzz Lightyear is just as real as Olive Hoover is. You want to be sort of as emotionally honest and intelligent about what they're going through as you can possibly be. But it does put you in these sort of odd situations when you're a writer, and suddenly you have to think: Okay. I'm a little rag doll and I've just been put into a knapsack. You know, now what do I do? Or, you know, I'm Mr. Potato Head, and I lose my parts. How do I feel about that?

So there were times when I thought it kind of felt odd to be writing scenes like that, but you have to take it seriously. Like, you have to put yourself in that position and say okay, what would I do if I were in that situation?

And there's times you almost feel ridiculous doing that, but I think once you make that commitment and your write the characters sort of honestly and with as much feeling as you can, people respond to that. People feel it coming through the screen. And you're not condescending those characters, you're not talking down to them, you're not making fun of their fears or their concerns.

Even though they're little plastic toys, you have to treat them as seriously as you treat any other characters.

GROSS: So the toys in "Toy Story 3" end up at a daycare center. And Woody fears that this is going to be sad and lonely place for washed-up toys that have no owners.

But then the big, oversized Teddy bear that seems to rule over the toys gives a different perspective, and this is a Teddy bear called Lots-O'-Huggin' Bear, known for short as Lotso. And so here's the kind of warm, inspirational pep talk he gives Andy's toys after Andy's toys are donated to the daycare center.

(Soundbite of film, "Toy Story 3")

Mr. NED BEATTY (Actor): (as 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.

Mr. ALLEN: (as Buzz) Buzz Lightyear. We come in whoop.

(Soundbite of laughter)

Mr. BEATTY: (as Lotso) First thing you've got to know about me, I'm a hugger. Oh, look at you all. You've been through a lot today, haven't you?

Unidentified Woman #1 (Actor): (as character) Oh, it's been horrible.

Mr. BEATTY: (as Lotso) Well, you're safe now. We're all castoffs here. We've 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 you.

Mr. WALLACE SHAWN (Actor): (as Rex) Mr. Lotso, do toys here get played with every day?

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

Unidentified Woman #2 (Actor): (as character) 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.

Unidentified Man #9 (Actor): (as character) Yeehaw.

Unidentified Woman #3 (Actor): (as character) It's a miracle.

Unidentified Man #10 (Actor): (as character) And you wanted us to stay at Andy's.

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

Mr. BEATTY: (as Lotso) So you got donated by this Andy, huh? Well, it's his loss, Sheriff. He can't hurt you no more.

GROSS: That's Ned Beatty as Lotso, the overstuffed Teddy bear. So why did you make the character a bear, the character who - this inspirational talk, by the way, that he gives is really not the true Lotso bear because he turns out to be a really mean-spirited tyrant and does all kinds of awful things to Andy's toys.

But why did you make this character a bear, as opposed to any other kind of toy, and a stuffed animal, as opposed to, you know, a pull toy or, you know, a battery toy?

Mr. UNKRICH: Right, well, you know, the idea for Lotso actually came years ago, before we even had the idea of Woody and Buzz being in a movie called "Toy Story." When the guys were first kicking around an idea for what was, what would ultimately become Pixar's first film, they had an idea for a story set in the world of toys, but it was going to take place in a giant toy store, like a Toys R Us kind of toy store.

And they envisioned it like a city, where every aisle in the toy store would be like a different neighborhood, and there would be the good parts of town and the bad parts of town, and every night all the toys in the store would come alive, and you'd have this the whole film would take place in the toy store.

And they had envisioned kind of a bargain basement aisle, which is kind of really in the bad part of town.

(Soundbite of laughter)

Mr. UNKRICH: And in that aisle there would be this character named Lotso, who was the leader of this group of renegade toys, broken toys, marked-down toys, who would go out and raid the good neighborhoods at night.

And you know, it was this really funny idea, but it never went anywhere, and ultimately, you know, they ended up developing what became "Toy Story" as we know it. But this idea of Lotso, this Teddy bear, just never went away. It always percolated in the back of our minds.

And so when we started talking about setting the film at a daycare, and we knew we wanted there to be some seemingly benevolent leader of the daycare, we almost immediately thought, well, we have to bring back Lotso, finally.

And we've had that happen quite a few times in our history, where we've had an idea that seems like a good idea, but there's just not a place for it. So it ends up getting kind of put up on a shelf somewhere, and eventually we find the right time to pull it out.

So that's how Lotso came into being, and then once we made that decision, we thought we would just have as much fun with it as possible and make him be this bright pink Teddy bear who smells like strawberries and just seems like the nicest, kindest, most grandfatherly character you can imagine.

GROSS: So the preschool turns into a prison for Andy's toys, and then the movie becomes like a prison escape movie. And so did you just sit down and watch a lot of prison films?

Mr. UNKRICH: Yeah, we did. I mean, we - Michael can attest to the fact that we spent many a day watching prison escape movies all day long, every day, to the point where we felt sometimes like we were trying to break out of prison ourselves.

Mr. ARNDT: The one thing we learned is that there's no such thing as a short prison movie, basically.

(Soundbite of laughter)

Mr. ARNDT: They're all more than two hours long, you know. The shortest is two hours long.

Mr. UNKRICH: Yeah, we saw one French film in particular, I don't know if you remember the name of it, Michael, where literally the entire movie you watch them chip away at concrete, and then in the final minutes of the film they get busted, and then the movie ended.

GROSS: Oh, that's the perfect stereotype of a certain type of really boring prison film where they steal the spoon from the dining room and slowly carve away at the wall, yeah.

Mr. UNKRICH: Exactly, and we wanted to do all that stuff. I mean, I wish we could've done more. The actual prison-break section of the movie ends up being just like 20 minutes of the film.

But we, oh my gosh, we had my story artist came up with so many great gag ideas. We had one idea where they were kind of digging their way out and Mr. Potato Head would secret the dirt away inside his butt and then kind of walk over to the corner and open his butt and dump the dirt out.

(Soundbite of laughter)

Mr. UNKRICH: And I mean, it's just like we tried to we wanted to have as many of these kind of great little prison clich�s as possible. That's where the character of the Chatter Telephone came from, the Fisher-Price Chatter Telephone. Every one of these prison movies has some old guy who's been in there for life, and he totally knows the lay of the land, and he knows his way around and somehow travels under the radar, and we knew we had to have a character like that, and we made this decision to have it be that Fisher-Price Chatter Telephone that we all either had when we were kids or knew somebody who had. We thought it would be kind of a perfect person to be that character.

GROSS: And Michael, what did you get from watching all the prison break movies?

Mr. ARNDT: Well, I mean, this is the tragedy of screenwriting, is that you always have, like, 1,000 ideas, basically, and then you have room for maybe eight of them to go in the final film.

I mean, we had a whole sequence you know, in a lot of prison films, you show the preparations that everyone does for escape, like you show them stealing stuff, and you show them, you know, laying away stuff.

And we actually had a whole sequence like that in the film. We had a whole sequence where they go steal a bag of marbles, and they go steal the tortilla, and they go, you know, get everything ready and prepared, and then we just ended up cutting that whole scene out because it just slowed the film down. It didn't really lead anywhere.

Mr. UNKRICH: And it was kind of more fun to watch them kind of to watch the plan unfold when we didn't even know what the plan was ourselves. But yeah, we I mean, I wish I could have those - all those hours of my life back that we banged our heads against the table trying to come up with ways for them to break out of prison.

GROSS: So of the hundreds of prison films you watched, your favorite is?

Mr. UNKRICH: Well, I guess the one that kind of has the most overt references in "Toy Story 3" is "Cool Hand Luke." You know, we have a great scene where kind of demo-Buzz Lightyear is striding around, reading the rules of the prison to the toys, very much like in "Cool Hand Luke."

And certainly the idea of being dragged out into the yard and thrown into the box for the night came right out of "Cool Hand Luke."

Mr. ARNDT: There's the French film "A Man Escaped" by Robert Bresson, and we took the little conceit of the guy that I mean, we had to push this later in the film, but the guy that you have to bring along, the guy who looks like he's going to blow it for you is the guy who ends up is the guy who ends up saving you in the end.

GROSS: Oh, yeah.

(Soundbite of laughter)

Mr. ARNDT: So it was, you know, the little aliens who sort of almost get left behind, and Woody has to go rescue them, and that gets them into worse trouble, but at the very end it pays off and they're able to rescue the rest of the toys, you know, when they finally get to the dump.

GROSS: My guests are Michael Arndt, the screenwriter of "Toy Story 3," and Lee Unkrich, the film's director. "Toy Story 3" comes out on DVD November 2nd. We'll talk more after a break. This is FRESH AIR.

(Soundbite of music)

GROSS: The animated movie "Toy Story 3" comes out on DVD in a couple of weeks. My guests are the director of the film, Lee Unkrich, and the screenwriter, Michael Arndt. Here's another scene from early in the film. Andy is preparing to leave home for college. His mother orders him to clean out the stuff in his room as Andy's childhood toys listen in horror.

(Soundbite of film, "Toy Story 3")

Ms. LAURIE METCALF (Actor): (as Andy's 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.

Mr. JOHN MORRIS (Actor): (as Andy) Mom, I'm not leaving 'til Friday.

Ms. METCALF: (as Andy's Mom) Come on, it's garbage day.

Mr. MORRIS: (as Andy) Mom...

Ms. METCALF: (as Andy's Mom) Look, it's simple - skateboard, college. Little League trophy - probably attic. Apple core - trash. You can do the rest.

Ms. BEATRICE MILLER (Actor): (as Molly) Why do you still have these toys?

Mr. MORRIS: (as Andy) Molly, out of my room.

Ms. MILLER: (as Molly) Three more days and it's mine.

Ms. METCALF: (as Andy's Mom) Molly, you're not off the hook either. You have more toys than you know what to do with. Some of them could make other kids really happy.

Ms. MILLER: (as Molly) What kids?

Ms. METCALF: (as Andy's Mom) The children at the daycare. They're always asking for donations.

Unidentified Person #1 (Actor): (as character) (Whispering) What's daycare?

Ms. MILLER: (as Molly) But mom...

Mr. METCALF: (as Andy's Mom) No buts. You choose the toys you want to donate. I'll drop them off at Sunnyside.

(Soundbite of music)

Unidentified Woman #4 (Actor): (as character) Poor Barbie.

Mr. ALLEN: (as Buzz) I get the Corvette.

Ms. METCALF: (as Andy's Mom) Andy, come on. You need to start making decisions.

Mr. MORRIS: (as Andy) Like what?

Ms. METCALF: (as Andy's Mom) Like what are you going to do with these toys? Should we donate them to Sunnyside?

Mr. MORRIS: (as Andy) No.

Ms. METCALF: (as Andy's Mom) Maybe sell the online?

Mr. MORRIS: (as Andy) Mom, no one's going to want those old toys. They're junk.

Ms. METCALF: (as Andy's Mom) Fine. You have 'til Friday. Anything that's not packed for college or in the attic is getting thrown out.

Mr. MORRIS: (as Andy) Whatever you say, Mom.

GROSS: Lee, you have a story from your own life about accidentally throwing out toys. Would you tell that story?

Mr. UNKRICH: Years ago, my wife Laura and I were moving from one apartment to another and packing everything up. And about a month after we moved to our new place, Laura asked me if I'd seen her beloved stuffed animals, her childhood stuffed animals.

And I said: What box were they in? And she said, well, they weren't in a box. They were in a garbage bag. And my blood instantly ran ice cold because I realized exactly what had happened: I had thrown all of her stuffed animals away in the dumpster behind our building.

So I feel terrible to this day that that happened, but I do hope that by immortalizing that moment in the movie, that they somehow have been immortalized themselves.

GROSS: So did you come up with the premise of "Toy Story 3" because of this story that we just heard, Lee, of you accidentally throwing out your wife's stuffed animals?

Mr. UNKRICH: No, that just, that kind of came later. I mean, truly, the very beginning of this was you know, we had wanted to make a "Toy Story 3" for years, ever since "Toy Story 2." And unfortunately, there were a bunch of kind of boring contractual problems between Disney and Pixar at the time that prevented us from making a "Toy Story 3," and that went on for years.

And then finally, just over four years ago, Disney bought Pixar Animation Studios. We became a part of Disney, and those problems went away, and we were finally freed up to make a "Toy Story 3."

So at that point, John Lasseter asked me to direct the film, and we then subsequently went off on a retreat - John and Andrew Stanton, who I know you've spoken to, and Pete Doctor and a few others. We all went off to a little cabin.

And it was the same cabin where we had met to come up with the idea for the first "Toy Story." So we thought it would be good luck to go back to that place. And we locked ourselves away for two days: no phones, no Internet, no meetings. And we talked long and hard about what we wanted "Toy Story 3" to be.

And we're all in agreement right from the beginning that we didn't want "Toy Story 3" to feel like an arbitrary, grafted-on sequel. You know, I always had in my mind the movie "The Bad News Bears Go to Japan" as a model of what we didn't want to do.

(Soundbite of laughter)

Mr. UNKRICH: You know, I mean we could have come up with any number of stories that just kind of kept the characters alive and sent them off on some adventure, and - but we didn't want to make the film unless we felt like we really had something to say.

And ultimately, the most important thing for us was that we wanted to treat this third film like kind of the completion of a saga, like - as if we had been telling one grand story over the course of the three films.

So we looked at it in that way, and what we arrived at pretty quickly was that it was vital to have Andy grown up and be at that transition where the toys were on the cusp of no longer being needed or wanted or loved. And that just seemed like the perfect setting for the story.

GROSS: Lee Unkrich, the director of "Toy Story 3," and Michael Arndt, the screenwriter. We'll be back in the second half of the show. Their movie, "Toy Story 3" comes out on DVD in a couple of weeks. I'm Terry Gross and this is FRESH AIR.

(Soundbite of music)

GROSS: This is FRESH AIR. I'm Terry Gross. We're talking about making "Toy Story 3," the highest grossing animated film of all time. It comes out on DVD November 2nd. My guests are the director of the film, Lee Unkrich, who also worked on the two previous "Toy Story" films, and the screenwriter Michael Arndt, who won an Oscar for writing "Little Miss Sunshine."

"Toy Story 3" starts as Andy is preparing to leave home for college. He's placed his toys in a big trash bag to be stored in the attic. But when the bag is accidentally put out with the trash, the poor toys are thrust into a series of misadventures.

There's one more scene I want to ask you about and I should do a kind of spoiler alert here because this happens towards the end of the movie. So if you haven't seen "Toy Story" and you don't want to know an important plot point at the end, just give us about two minutes and then come back.

So, okay, so there is a scene toward the end where the toys, through a terrible mishap the toys are in a garbage truck on the way to the dump and they get to the dump and they're getting closer and closer to the end - to the fiery end.

(Soundbite of laughter)

GROSS: And what kinds of movies did you watch to get inspiration for those scenes? And did you actually go to garbage dumps to see technically what the toys would be experiencing?

Mr. UNKRICH: Yeah. You know, none of that stuff at the end of the movie came out - came from seeing any movies at all but we certainly did do a lot of research. We visited the Altamont dump and went to a number of other landfills. And a lot of the details that are at the end of the film came directly out of having visited those places at night and that they are just these crazy, dark, windy places. There's trash blowing around. It's very overwhelming and these giant bulldozers are moving around with their brilliant bright lights blinding everybody. I mean I think we did a good job capturing what it's like to be there at night in the film.

But once the toys head on the conveyor belt into the kind of the waste processing center it was really all made up. A lot of it came from little details in little snippets of things that we had seen but we kind of twerked(ph) everything around and did what we wanted with it to make the film very exciting. And, of course, it all leads to the climax of the toys ending up in an incinerator.

And we knew that we were making up something that would never exist in life. It would be an EPA nightmare to think that all this trash would just be burned and smoke belched into the sky.

But for us it just seemed like just the perfect dramatic end for the toys. I wanted the toys to end up in a situation that was truly the end. It's a strange philosophical question to talk about toys being alive and when does their life end just because they are seemingly immortal. But I knew that if they were heading into a fire where they would burn up, that that was the end. There is no life beyond that. And I wanted them to be on the brink of not existing anymore.

And we spent a lot of time working on that sequence very, very carefully because, you know, we wanted it to be emotionally truthful and we knew it had the potential to be very powerful. And thus, we never wanted the toys to be screaming and acting silly, you know, certainly not cracking jokes at all. And we ended up with the scene where the toys have nothing left to do but hold each other's hands, squeeze their eyes shut and face their end with kind of a quiet grace and dignity.

GROSS: So when you were in the garbage dump what did it smell like?

(Soundbite of laughter)

Mr. UNKRICH: Oh, I only wish I could send that odor out into the -through the radio to your listeners so they can experience what we did. All I remember - well, it did smell bad. I thought immediately of the movie "Silence of the Lambs." There's a scene where Jodie Foster is given some goop to put under her nose so she doesn't have to smell a body at a crime scene, and I wished I had that stuff.

But my only other memory of that, of the odor was when we were looking at the claw. There was a giant room that had had a huge claw just like the one in the movie and it was grabbing kind of handfuls of trash. I had a video camera on my shoulder and I was trying to hold it very steady to film reference footage of this claw. And the reason it was hard for me to hold steady was that I had flies crawling all over my face and arms the entire time I was shooting. So it was not a pleasant experience.

We like to joke that, you know, Pete Doctor got to go down to Venezuela to Angel Falls for "Up," and Brad Bird got to, you know, wing off to Paris and eat in five-star restaurants and the extent of our research was tromping around a stinky dump.

GROSS: So are there ways that you started to examine the world differently, knowing that you were writing from the point of view of toys? And, you know, that you were not only writing from the point of view of a child but from, like, stuffed animals and a wooden cowboy and a plastic Tyrannosaurus rex.

Mike, let me ask you, 'cause you're newer to this.

Mr. ARNDT: When we are in a story meeting and we're trying to figure this stuff out, we usually go to the human analog. Like, we usually - we don't talk about well, if I were a rag doll, or well, if I were a plastic dinosaur. We start talking about - because you want to get to the emotional truth of this story and you want to get the emotional truth of these characters and so you go, okay, well, Woody is - you know, he's a little bit like a helicopter mom, he's a little bit like a mom who can't let go of her child, you know?

Mr. UNKRICH: And so we always try and figure out, you know, what is the human equivalent of one of these characters. But then the fun thing is once we have that figured out, we then try to find ways of making their issues particularly a toy's issues.

I mean, Ken was a great instance...

GROSS: Is this Ken as in Ken and Barbie?

Mr. UNKRICH: Michael and I...

GROSS: Yeah.

Mr. UNKRICH: Exactly. Ken of Ken and Barbie. You know, Michael, I don't know if you had any Ken dolls when you were growing up. I certainly didn't.

(Soundbite of laughter)

But my friend's little sisters did and we made endless fun of Ken. I mean, Ken is just a whipping boy and...

GROSS: In the movie I should say his masculinity is always being called into question.

(Soundbite of laughter)

Mr. UNKRICH: Yeah. I don't know if his masculinity to some degree but it's more that, you know, we thought well what does it feel like to be a guy who's a girl's toy? You're a guy but you're only played with my little girls. And then further he's just an accessory to Barbie. You know, he doesn't carry equal weight with Barbie. He's really no more important than a pair of shoes, or a belt, or a purse to her. And we knew that he would have to have a complex.

Mr. ARNDT: Yeah, I know, it's - I mean that's one of the things that's such a pleasure working on a film like this is that you go, okay, well what - you know, what are going to be issues of a character like Ken. Like, what's going to be to the thing that, like, keeps them awake at night, you know? And, you know, immediately you come into the fact that we he may be a little insecure about the fact that really he's a girl's toy. You know?

And maybe he's in denial of that and then you - suddenly this whole sort of richness opens up and the fact that, you know, what do Ken and Barbie do? All they do is, you know, they sort of have their accessories and they have their clothes. So when they meet for the first time I had to think as a writer, well what are they are going to say to each other? Like, what is the thing that they're going to have in common?

And it's of course it's just the fact that they have all these different clothes and so you have to think well, these characters probably love clothes and they remember all the different collections from all the different years. And so, you know, when they first meet, the first thing is, you know, he compliments her on her leg warmers and she compliments him on his ascot and you realize, oh my god, these were made for each other.

And then when they sort of break up at the end and they are at odds with each other, what's the one thing that Barbie can do to sort of torture Ken and get some information out of him. She's going to, you know, attack his wardrobe and start ripping them to pieces.

GROSS: A lot of people report having cried at the end of "Toy Story 3." Michael, when you writing the film, were you thinking yeah, they'll really be tearing up at this scene? Were you thinking about that at all?

Mr. ARNDT: You don't think that at all. You just think, oh my god, I hope this works, I hope people like this. But I remember when I wrote the first draft, I wrote it in sequence. I wrote it chronologically.

So I started off, you know, with scene one, and then scene two, and it took me about six weeks, maybe six to eight weeks, to write the first draft. And I remember, you know, so I felt like as I was writing the story I was experiencing it with these characters.

And you see them go through all these travails and, you know, these betrayals and all these terrible things happen to them and through the whole story, Woody keeps insisting, no Andy still cares about us. I know it doesn't seem that way but I know he still cares about us.

And I remember get to the, you know, going to my office, sitting down to write the final scene and I say, okay, I have to figure out what Andy's going to say when he hands over Woody and I - you know, these words I just start hearing Andy's voice saying Woody's brave like a cowboy should be and kind and smart but the thing that makes him special is that he'll never give up on you.

And as I was writing this, like, I couldn't help but just get all choked up and I, you know, had little tears coming down my eyes because I felt like I had been on that journey with those characters. You know, and that's when you know that a script is working when you have that response as you're writing it.

So, you know, I remember just finishing the scene and there was kind of an odd moment where I finished it and then I sort of walked out, you know, of the door in my office to take a break and everybody was just sort of going about their business as though nothing had happened.

And in my own mind, you know, there had been this huge, huge thing that had happened. You know, that Andy had given away Woody and, you know, I was just - I felt a little silly but I felt like I - you know, you had hit the target that you had set up for yourself. So this is very gratifying to see that other people end up, you know, experiencing that scene the same way.

GROSS: Well, I want to thank you both so much for talking with us. It's been great to talk with you.

Mr. ARNDT: Thank you very much.

Mr. UNKRICH: Yeah, thank you, Terry, it was great to be here.

DAVID BIANCULLI: "Toy Story 3," director Lee Unkrich and screen writer Michael Arndt speaking to Terry Gross last year.

Their movie is up for five Oscars, including best picture and it's the highest grossing film in that category. Coming up, David Edelstein reviews "Kaboom." This is Fresh Air.

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