I wasn't ready for it, and that seems to be the point of the film.

"Toy Story 3" is an exceptional film by any standard, but as sequels go, it's an open letter to the rest of the industry.  If you're going to tell stories over a series of films, you should take it as seriously as Pixar took it here for the third entry in the series that introduced the animation studio to the mainstream in 1995.  If you're going to make a part three, you've got to aim at least this high.  I may get a little spoilery, in vague ways, to explain just how high the bar's been set.

The reason these films work as something more than just programmed cash grabs is because of the intensely personal connection this creative team feels to the characters they've created.  The story of the "Toy Story" films is the story of the cycle of life, and to make a thrilling, emotional, visceral film trilogy of blockbusters that somehow doesn't rely on the typical storytelling crutches of the modern blockbuster is a truly amazing accomplishment.   There's no chosen one, no mention of destiny once in three movies, no "chase the doodad" plot where all the energy is spent on plot and none is spent on anything important.  "Toy Story 3" is entertaining all the way through, but there is plenty of heft to the text, and there are some big ideas at play here.  It's sophisticated, and there are things that happen that I think will genuinely surprise people, especially in terms of how strong a reaction they have to what they see.  But considering the themes that director Lee Unkrich and screenwriter Michael Arndt are dealing with, it shouldn't be a shock that the film goes to some potentially dark places, or that it takes them seriously.

It's been 11 years since "Toy Story 2," both onscreen and off, and it's finally time for Andy to leave for college.  The first film dealt with what happened with Andy was given a new Buzz Lightyear toy, threatening the hierarchy among the toys he already has and particularly scaring Woody the Cowboy, his longtime favorite toy.  The first film dealt with the way Woody and Buzz had to find a way to co-exist in Andy's affections, and when I saw it in 1995, I didn't really read anything deeper into it.  Now that I have two children, it very much seems to be a story about what happens when a second child is brought into the home and a child feels that they're losing their place in Mom and Dad's affections.  It's very real, underneath the fantastic premise of talking toys, and that need, that longing that underscores the comedy and the action, that's what makes the film last and endure.  Each of these movies is driven by the same basic human fear, the fear of loss.  The sequence in "Toy Story 2" where Jessie the Cowgirl explained what had happened to her when she was abandoned by the child she belonged to devastated audiences in '99.  I wondered what new riff on the idea they could offer up this time around.

And, again... I wasn't ready.

The film opens with a wonderful action sequence, pure play as imagined by Andy in his childhood, and then a montage of videotaped memories moves us forward in time until we reach Andy, college-aged now, getting ready to leave home.  His sister Molly is a precocious teenager in her own right, and even Buster the puppy is showing signs of the passage of years.  It kneed me right in the gut, right at the start of the film.  And from start to finish, there are acknowledgements of mortality both large and small peppered into almost every scene.  There's a moment early on where Woody is talking about toys who are no longer with them, and Slinky Dog calls out Bo Peep's name.  Woody stops, and there's a look on his face, just for a moment, that was wrenching.  "Yeah," Woody says.  "Even Bo."  There comes a point as an adult where you stop making friends and you begin instead counting them down as life starts to take them away.  My parents are now in their 70s, and they're finally retired to the place where they want to spend the rest of their lives.  Just having that conversation can be quite upsetting, no matter how happy or healthy they are at this point in their lives.  It's just thinking about the finite nature of these relationships we have with people, and "Toy Story 3" taps into that in some very potent ways.  You could easily read the donation of Woody and Buzz and the other toys to a daycare center as a metaphor for how we ship our elderly off to group homes once we're "done with them."  Every option that is open to Woody and the toys seems like a poor choice, though.  If they don't go to the daycare center, they're either looking at the rest of their lives spent in boxes in the attic or being thrown away like junk.  The film makes all of those choices very clear for us, so we understand just how high the stakes are for everyone.

There's a big stretch of the film that plays like a riff on POW movies or prison break films, and the introduction of new characters takes up quite a bit of time as well.  Good thing, then, that all the new characters are interesting, like the sinister Lotsa Huggin' Bear and his creepy sidekick Big Baby, or Ken, who finally finds his Barbie, which leads him to question his own place in the Sunnyside Day Care chain of command.  It's also good that the returning characters are all written with such a keen understanding of how they behaved in the earlier films that it feels like they've been off living real lives between films.  I particularly like the relationship between Buzz and Jessie that has obviously been simmering along now for years, and the way Unkrich and Arndt tweak that relationship this time around.

Technically, it's amazing how far they've come between "Toy Story" and "Toy Story 3," and I think the way Unkrich makes the very last shot of this film the same as the very first shot of the first film is a lovely way of tying everything up in a bow.  If there's any skill set that Unkrich nails beyond question in this film, it is a knack for endings.  The last half hour or so of this film elevates what is a perfectly lovely sequel to a whole different level of filmmaking.  There's a scene inside an incinerator that features one of the most beautiful gestures of love and companionship I've ever seen in a film, a choice that is made by all the main characters to stay together at an important moment, and it's all handled quietly, simply.  It would be astonishing in a live-action movie, an adult drama, any genre... it doesn't matter.  It's the emotional truth of the beat that is just so startling.  And then the way things are finally wrapped up and the final fate of the toys... that's a big question.  How do you leave an audience here?  They found the perfect ending, and in doing so, they give Andy a chance to play with the toys one last time, a sequence that is so emotionally rich and resonant that I couldn't stop the tears.  It wasn't just one line or one beat or one particular tear-jerking moment... it was a wave of emotion that this whole series has built that just broke, and by the time the closing credits finally rolled, I was worn out.  "Toy Story 3" is much more than just a standard movie sequel; it is a rare meditation on the connections that make us human and the value we place on those connections, and an adventure film in which the greatest treasure you can find is a place called home filled with friends you love.

The short film that is attached to "Toy Story 3" is a winner as well, one of the best of the Pixar shorts.  "Day and Night" is almost pure experimentation, a clever visual conceit that is given hilarious life by director Teddy Newton.  "Toy Story 3" makes exceptional use of 3D, and it's visually designed to honor the simplicity of the first film while fully embracing the tools available to Unkrich at this moment.

It has been a rare pleasure to watch Pixar grow over the course of the "Toy Story" movies, and I look forward to sharing them with my family for years to come.  If the other Pixar sequels that are pending right now do it as well as this one does, then I'm not worried at all, and I'm sure these films will be just as strong and smart as the original work they've been doing for the past decade.

Can't get enough of Motion/Captured? Don't miss a post with daily HitFix Blog Alerts. Sign up now.

Don't miss out. Add Motion/Captured to your iGoogle, My Yahoo or My MSN experience by clicking here.

Not part of the HitFix Nation yet? Take 90 seconds and sign up today.

Become a fan of HitFix on Facebook.

You can e-mail me at drew@hitfix.com or follow me on Twitter, where I'm DrewAtHitFix.