Behind The Scenes at Pixar: How ‘Toy Story 3’ Finally Came to Be

Fifteen years after Toy Story and eleven years after Toy Story 2, the indefatigable Pixar finally delivers Toy Story 3 to theaters this weekend. It’s another brilliant film in the long line of brilliant Pixar films, and it’s a very worthy conclusion to the franchise that made the company famous. Dealing with the inevitability of kids outgrowing their toys from the perspective of the toys themselves, it’s touching, funny, crazy, adorable and nostalgic all at once.

I recently got a chance to interview Toy Story 3 director Lee Unkrich, and he detailed the long and winding path this film took to finally make it to the screen to give Woody, Buzz, Hamm, Mr. & Mrs. Potato Head and the rest of the gang a beautiful send-off.


Pixar’s long been saying, “We’ll do Toy Story 3 when we have something,” but it’s never been a mandate. When was the switch when you knew you had the hook and said, “We have to do Toy Story 3 now?”

Lee Unkrich: It was actually an interesting journey, because we wanted to make a third one right after the second. We had so much fun making it. I remember I was over at John Lasseter’s house, and he put his arm around me and he said, “Huh? Let’s do it! Right now – Toy Story 3. You and me!” He was just ready to go, but unfortunately that wasn’t meant to be, and we entered into a long period of some friction between Disney and Pixar that kept Toy Story 3 from being made. However, we had an idea all those years that we thought was good, but we didn’t really develop it very far. It just kind of sat on a shelf waiting for the day that we could finally get to it.

Then, as you may know, we hit a really dark time where Disney actually was moving ahead with making their own Toy Story 3 without us, and luckily that never came to be. Disney bought us just over four years ago, and we shut down that other version, and John asked me to direct Toy Story 3. So we were able to finally start it. We got together for this two-day offsite, me and John and Andrew Stanton and Pete Docter, and a few other folks, and the thought was that we would dust off that idea that we’d had all those years and kind of explore it. And an interesting thing happened – within about 20 minutes of that first day, we shot down that idea and said, “This is not it. This is not Toy Story 3.”

That left us in a weird place because, as you pointed out in your question, we always said we wouldn’t make a film unless we had a fantastic idea, and here we found ourselves wanting to make a film, but we didn’t have an idea. So that led to two days of really banging our heads against the wall and starting from scratch and talking about what was important to us and what was the kind of film we would want Toy Story 3 to be. If we hadn’t come out at the end of those two days with a really solid idea, we maybe wouldn’t have had a Toy Story 3 now because we were adamant that we didn’t want to do it unless we came up with something great. But the whole delay of, at that point it was 8 years, ended up being a blessing in disguise because he had a lot of distance from the characters, and we hadn’t thought about them in awhile in a deep way. We had kind of gone on with our lives and raised our kids, and John had sent several of his boys off to college. It allowed us to look at the movie and the characters in a different way, and that ultimately lead to us deciding to have Andy grown up and heading off to college himself and the toys kind of coming to the end of their useful lives with Andy.

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Would you mind sharing what the original idea was that you shot down?

Unkrich: We’re not, only because we have a history of ideas that aren’t right and aren’t working and often times they just go into hibernation, and we end up using them in some other form. That kind of happened with Lotso. The character of Lotso was an idea we had 15 years ago, and we just never found the right place for him until this film finally.

Speaking of the selection process and how you shot down the original idea, what is it that’s so amazingly successful about it that makes Pixar so consistently good and makes sure you’re not churning out any crap? Is it a really polite thing or do you get harsh with each other when you’re discussing ideas?

Unkrich: We do get harsh with each other, but we’ve been working with each other for a long time, and we trust each other creatively. We all check our egos at the door, and we all know that no matter how heated a conversation gets, it’s never personal. It’s always about trying to make the film better, the story better. So we don’t even know why we’ve made 11 films now that have come out really good, but we do know the details of how we made them and how we try to set ourselves up for success. One of the big ones is that all the directors at the studio get together on a regular basis to critique each other’s work and help each other make the movies better because when you’re working on a film, you can get very close to it and lose perspective. It’s great to get the opinions of people that you trust thrown at you, and sometimes it means that your film is a disaster and not working, but it’s better to hear that one year into a film than from critics out in the theaters. I’ve been a little nervous about all of our reviews coming out for this film just because I’ve been working on it for so long and so hard, and it’s always hard to hear criticism. My friend Jeff Garlin, who plays Buttercup in the movie, has been telling me, “Don’t bother! Don’t read any of it. Don’t read reviews. What good are they? The time for criticism is while you’re making the movie, not after it comes out when you can’t do anything about it.” And he’s right, so we subject ourselves to some pretty intense criticism all through the making of the film, and I think that helps elevate them more.

Was that part of the reason you knew you didn’t need a co-director this time?

Unkrich: We haven’t had many co-directors at the studio. It’s basically been me. Andrew did co-direct with John on A Bug’s Life, but those titles really just formalized something we were already doing anyway. We were all kind of reading multiple hats and doing jobs outside the bounds of the credits we were doing on the movie, and the co-director credit kind of formalized that for me because I was already overseeing a lot of the filmmaking. All the camera work and staging and editing, and that title just kind of formalized that. As we went on, the directors who didn’t have a live action background as I did, kind of learned from me as we made those films. They were in a better position to just kind of work on their own without a co-director. And me, myself, there wasn’t anybody at the studio that was the right person to kind of shore me up creatively, so I just jumped into the deep end of the pool and started swimming. It was a great experience. Certainly, my life was more difficult because I didn’t have a co-director. I didn’t have someone to take care of aspects of the filmmaking for me, but in the end, it’s rewarding because I look at the film and I know that I have my hand in every little bit of it.

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There are moments, particularly the whole drama at the dump, that are intense and a little scary. Pixar is known for being able to handle these dark moments in films which are geared towards children for the most part. How do you approach a scene like that and make sure you’re not going too far?

Unkrich: First and foremost, we don’t think of them as children’s films. We just think of them as films. We’re just making movies, and we make sure they’re appropriate for kids. In the case of that scene, we knew that we had the potential to have a really powerful, emotional scene. And I was just trying to stay true to it. I was trying to be honest. It was a serious moment, and I really tried to kind of maximize the tension and the emotions and the feelings of the scene. It was a very intense scene. But in the end, nobody gets hurt, nobody gets killed, and I’ve shown the film to a lot of family audiences, and I’ve been finding that adults experience that scene and other scenes in the film on a different level than kids do. It is very powerful and emotional for many adults, but for kids, it’s different. They still enjoy it and it’s intense, but I think it’s not quite as intense as it is for adults because we’re older, we’ve lived more life, we’re closer to being not on this planet than kids are in their lives. I think a lot of different things feed into why those feelings are more intense for adults watching it.

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Thank you for bringing in Michael Keaton as Ken. What was the impetus for casting him? Did he come and audition?

Unkrich: We made this decision to have Ken in the film. We saw it as being full of comic potential, and we started to think about what his character would be. We figured he’d be really insecure because he’s a guy who’s a girl’s toy, and he’s just kind of an accessory for Barbie, so we thought he’d always be overcompensating and that he would be a real clothes horse. So I thought it would be funny to show up in a different outfit in every scene in the film. So we had those kind of ideas and thought of him as this kind of smug, shallow guy. We started kicking around names, and Michael Keaton was one of the first we talked about. We had worked with Michael on Cars, he played Chick Hicks, and John Lasseter loved working with him. He found him very funny and very inventive. A great improvisational actor – that’s kind of the perfect kind of person for us to work with. So we called Michael and pitched him the part, and he was very excited at the idea of playing him. He was great. He played him a little differently than we had originally envisioned the character, but it was awesome. That’s always what you want – you always want an actor who’s going to transcend your own ideas and take the character to another place.

Was Ken isolated from Barbie when they did their lines?

Unkrich: Yeah, pretty much. That’s usually the case on our films is everybody’s working on their own. So, yeah, Michael and Jodi Benson never did any real recording sessions with each other, so he often times had to read off of me even though I’m not statuesque nor do I have blonde hair.

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The opinions expressed are solely those of the author and do not necessarily reflect the views of Comcast.

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