Appendix 1 ONE-EYED BART Jessie?! WOODY TOY STORY 3 You‟ve reached the end of the line, Story by Bart. John Lasseter Bart pulls out a remote detonator. Andrew Stanton ONE-EYED BART Lee Unkrich I always wanted to go out with a Screenplay by bang! Michael Arndt Ahead, a huge trestle bridge spans a canyon. ZOOM to REVEAL -- The middle of the bridge is loaded with dynamite. Blue sky, fluffy clouds. Bart laughs, hits the detonator. The bridge explodes. The Woody, Jessie, and Bullseye gasp. TOY STORY JESSIE logo. A branding iron sears a “3” into it. Oh no! IMAGE bursts into FLAMES... WOODY EXT. OLD WEST - DAY The orphans! A train races across the desert. MOVE IN on an ARMORED CAR. WHIP PAN -- A train car of TROLLS lean out the windows. Suddenly, the roof blows open. One-Eyed Bart cackles. EXT. TRAIN - DAY ONE-EYED BART Money bags fly out. ONE-EYED BART (Mr. Potato Head) follows. Hate to leave early, but our ride is ONE-EYED BART here. Money, money, money! Ha! Ha! Ha! HONK-HONK! A pink Corvette, driven by the three ALIENS, Bart stashes the loot. Suddenly, a lasso yanks his arm off. pulls up alongside the train. ONE-EYED BART ALIENS Hey! Oooooooooo! The lasso lifts him off his feet. He falls, dazed. A ONE-EYED BART figure approaches -- WOODY. He pins Bart with his boot. It‟s me or the kiddies, Sheriff! WOODY Take your pick! You got a date with justice, One-Eyed The Potato Heads leap off the train into the Corvette. Bart! They speed off. Woody looks at the out-of-control train. ONE-EYED BART Too bad, Sheriff -- I‟m a married man. 3 A WAR CRY. Woody looks up. WOODY VOICE (O.S.) Ride like the wind, Bullseye! Ai! Ai-ai-ai-ai-ai-yah! Bullseye runs up next to the speeding locomotive. A Ninja warrior, ONE-EYED BETTY (Mrs. Potato Head), flips WOODY down the train roof, wielding a sword and nun-chucks. Hold him steady... WOODY Woody stands, then leaps from Bullseye into the locomotive. One-Eyed Betty! JESSIE Woody handsprings away. He gets to the end of the Caboose. Woody, hurry! Betty hits him with her purse. He teeters, then falls. Woody turns a gear, pulls the brake. WOODY Train wheels lock. Sparks fly. Woody looks ahead. Whoa, whoa... Ahhh...! POV -- The train skids toward the severed rails. Bart and Betty laugh, peek over the edge... Bullseye and Jessie skid to a stop at the canyon edge. Too late. Woody and the train plummet over the edge. 2 Bullseye and Jessie are horrified GALLOPING HOOVES . TILT UP to find Woody, riding BULLSEYE, JESSIE at the reins. JESSIE JESSIE No...! I believe you dropped something, From deep in the canyon, a FLASH and RUMBLE. Mister! Then, the entire train rises into the sky.

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Holding it from below is BUZZ LIGHTYEAR. DR. PORKCHOP (Hamm) sits on the bridge, sporting a bowler. BUZZ EVIL DR. PORKCHOP Glad I could catch the train! That‟s Woody leans out the front. Mr. WOODY Evil Dr. Porkchop to you! Now let‟s catch some criminals! Bart, Betty, Slinky, and the Aliens are suddenly beamed up BUZZ . To Infinity... And Beyond! Hamm flips open a switch. A red button: DEATH BY MONKEYS. CUT TO: He pushes it. EXT. DESERT PLAINS The ship‟s belly swings open. A yellow barrel is dropped. A large, hand-painted sign reads: The barrel falls. Border Crossing It explodes into a mushroom cloud of crazed red monkeys. One Mile Woody, Buzz and Jessie flee. The Monkeys come after them. Outlaws Welcome Rex ROARS. The Monkeys swarm over him, taking him down. Woody, Buzz and Jessie are overtaken and pinned down. 4 The spaceship‟s snout rotates and opens. A giant laser WHIP PAN -- The Corvette speeds past. cannon powers up with a deafening HUM. Bart LAUGHS and The Outlaws laugh gleefully. Bart kisses his loot reaches for a button marked with a skull and crossbones... . Jessie turns away, eyes shut. The Aliens see something in the sky, point... Bart LAUGHS louder. ALIENS Buzz turns away. OooOOOOoooo! Bart CACKLES -- finger on the trigger. Buzz flies out of the sun, firing his laser. Woody grimaces... The Corvette is sliced in half. The halves fall away. CUT TO: The Outlaws tumble into a heap. INT. ANDY‟S ROOM - DAY Woody and Jessie step up. Buzz lands nearby, laser poised. Andy imitates One-Eyed Bart‟s LAUGH. WOODY On Woody and Buzz. Andy‟s hands move Woody as he “talks”. Reach for the sky! YOUNG ANDY (AS WOODY) ONE-EYED BART Buzz! Shoot your laser at my badge! You can‟t touch me, Sheriff! I YOUNG ANDY (AS BUZZ) brought my attack dog with a Woody, no! It‟ll kill you! built-in force field! YOUNG ANDY (AS WOODY) Bart WHISTLES. Just do it! From above, SLINKY springs down the canyon walls, coils crackling with energy. He circles the gang, bites his 6 tail. An ENERGY BUBBLE forms around them. Andy presses Buzz‟s laser, makes a ricochet sound -- PSHOO! WOODY -- off Woody‟s badge and traces a line into the air... Well, I brought my dinosaur, who eats ...Where Hamm, the Potato Heads and the Aliens perch on a force-field dogs! winged cardboard box, crudely fashioned into a spaceship, JESSIE that dangles from the ceiling. Yo-Dee-Le-Hi-HoooOOOOOOOO! Andy hits the carton -- PPPKOOOOOSHHH!!! The Earth trembles. Cracks form. The ground bursts open. The Toys tumble to pillows on the floor. A giant REX emerges, BELLOWING. CUT TO: He leans toward Bart, lets out a fearsome ROAR. CAMCORDER POV - HANDHELD A shadow. Rex stops. An intense HUM. Everyone looks up. MOM‟S hand pushes open a door. Andy, 8, in his cowboy hat, An enormous, pig-shaped spaceship hovers above them. jumps around making EXPLOSION NOISES. BUZZ He‟s turned his room into a Western “set” complete with a Evil Dr. Porkchop!!! Tinkertoy trestle bridge, a Barrel of Monkeys, etc. We FLY UP to... YOUNG ANDY (as Woody) 5 You‟re going to jail, Bart. INT. SPACESHIP - DAY Camera ZOOMS IN. Andy looks up, stops.

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YOUNG ANDY INT. ANDY‟S ROOM - DAY - HANDHELD CAMCORDER POV Mom...!? Andy holds Buzz towards camera, shoots his laser. MOM (O.C.) BUZZ No, no...! Keep playing! Just “Buzz Lightyear to the rescue!” pretend I‟m not here. ANDY (AS WOODY) Suddenly, MOLLY, 2, toddles in, knocking over Tinker Toys. Good work Buzz! MOM (O.C.) Andy makes Buzz and Woody high five. Oh, no! Molly...! JUMP TO: YOUNG ANDY INT. ANDY‟S ROOM - NIGHT - HANDHELD CAMCORDER POV No, it‟s okay, Mom! It‟s... A 50- Andy lies in a pillow fort, surrounded by toys, eating from foot baby from outer space! She‟s a huge bowl of popcorn, and watching an off-screen TV. on a rampage! Run for your lives! He stuffs popcorn in Rex‟s mouth, turns back to the TV. Andy races around. Chaos, laughing. Buster enters, BARKING. His eyes widen. The popcorn tumbles out of Rex‟s mouth. The CAMERA PIVOTS UPSIDE-DOWN, revealing Mom‟s face. JUMP TO: MOM EXT. ANDY‟S FRONT YARD - DAY - HANDHELD CAMCORDER POV Does the red light mean it‟s going? Andy rockets Jessie and Bullseye around the front yard, The TAPE GLITCHES and we JUMP TO... while Mom struggles to keep him in the FRAME. BEGIN MUSIC -- “You‟ve Got A Friend In Me” JUMP TO: INT. ANDY‟S ROOM - DAY - HANDHELD CAMCORDER POV 7 Andy, laughing, spins around, falls on his bed, pulls his INT. ANDY‟S KITCHEN - DAY - HANDHELD CAMCORDER POV toys close -- holding Woody, Buzz and Jessie in the warm, Molly sits in a high chair, party hat on, eating cake. glowing embrace of a child‟s innocent and boundless love. Camera PANS Andy‟s Toys, wearing party hats. End on Andy, The song FADES on “Our friendship will never die...” holding Woody, stuffing cake in his mouth. FADE TO BLACK MOM (O.C.) WOODY (V.O.) Come on, say „Happy Birthday‟ to Okay -- places, everyone! C‟mon, Molly... get in position! YOUNG ANDY INT. TOY CHEST, ANDY‟S ROOM - DAY (mouth full) Dark, crowded. Toys crammed together. Light seeps in. Happhy Brffday! Nervous, backstage jitters. They speak in HUSHED TONES. MOM (O.C.) MRS. POTATO HEAD Oh, charming. Wait -- I can‟t find my other eye! Andy holds Woody up to CAMERA, cake crumbs flying. YOUNG ANDY (AS WOODY) 9 Happhy Brffday!!! HAMM JUMP TO: Someone‟s foot is in my face... INT. ANDY‟S ROOM - DAY - HANDHELD CAMCORDER POV MR. POTATO HEAD Mom pencils a line above Andy‟s head onto the door frame. It‟s mine! Give it back! MOM (O.C.) ALIENS Look how tall you‟re getting! You saved our lives! We are Andy steps away and beams. eternally grateful! JUMP TO: Potato Head groans. Buzz sits by the rim. Jessie climbs up. INT. ANDY‟S ROOM - DAY - HANDHELD CAMCORDER POV JESSIE Andy holds Woody against the door frame, marks a line above Buzz, mind if I squeeze in next to Woody‟s head. ZOOM OUT to reveal lines and labels for all ya?! the toys, including for “Slinky” and “Slinky‟s Butt”. BUZZ JUMP TO: Yes! No! I mean...! Why would I EXT. FRONT YARD - DAY - HANDHELD CAMCORDER POV mind?! Squeezing next to... You! Andy gives Woody a piggyback ride. He laughs, nervous. She grins. Finally, he turns away. JUMP TO: BUZZ (CONT'D) Is it hot in here? 8 REX (O.S.)

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Here they come! Andy hangs up, turns. The Toys clamber to the rim and gaze out. ANDY (CONT'D) POV -- SARGE and two ARMY MEN slip in the room, dragging Molly, stay outta my room! something in a gym sock. The Army Men arrive at the chest. Woody peers down. 11 WOODY MOLLY (O.S.) Sarge! You got it...?! I wasn‟t in your room! SARGE Andy scoffs, looks down at Rex in his hand. Rex lies Mission accomplished! frozen, smiling -- eager to be played with. The Toys are thrilled. The Army Men hoist the sock up. Andy drops Rex in the box, shuts the lid, heads out. WOODY ANDY Careful...! Careful!!! Then who was messing with my stuff? Buzz turns the sock upside-down. A cell phone slides out. MOLLY (O.S.) Toys gather around. It wasn‟t me...! WOODY (CONT'D) He departs, closing the door -- CLICK. All right, guys. We got one shot at CREAK -- Woody and Buzz push the chest open, share a look. this. Everyone ready? The other Toys climb out. JESSIE MR. POTATO HEAD We‟re ready, Woody! Let‟s do it! Well, that 10 went well! WOODY They spill out onto the floor. The room has changed -- Buzz -- make the call. rock posters, guitar, skateboard, other teen detritus. Buzz flips open his wrist cover. A phone number is written REX inside. Jessie pulls out a cordless phone, leans close to He held me! He actually held me! Buzz. Buzz chuckles, nervous. Jessie dials the phone. HAMM Woody tosses the cell phone to Rex. Oh, this is just sad. Jessie gets to the last digit, hits it. Silence. MR. POTATO HEAD Suddenly, the cell phone RINGS. Rex yelps. Who are we kiddin‟? The kid‟s Buzz, Jessie and Woody peer over the rim. FOOTSTEPS on the seventeen years old! stairs. Woody and Buzz jump down, exchange a glance. Buzz nods. BUZZ Woody waves his arms. Target is on approach. WOODY Woody‟s eyes are fixed on the door. Guys, hey, hold up! We need a staff WOODY meeting! Everyone? A staff meeting! Just like we rehearsed it, guys... GROANS of boredom. The door opens. ANDY enters but we only SEE his jean-clad HAMM legs. He scans the room, zeroes in on the toy chest. Not again...! He lifts the lid REVEALING... WOODY Andy is a teenager. His hair is long and his voice deep, Oh, come on! Slink? Gather everyone but he has the same kind face. He looks down, puzzled. up! The Toys lie, lifeless, amid sports equipment and clothing. SLINKY The phone RINGS again. Andy‟s hand rummages. Uh... We Woody hugs the cordless as Andy‟s fingers pass by and find are the cell phone. gathered, Woody! He pulls it out. The phone is stuck in Rex‟s arms. Andy The Toy Community is a lot smaller. Woody rolls with it. pulls. Rex clings. Andy finally yanks the phone loose. ANDY 12 Hello...? WOODY CLOSE ON -- Woody, holding the phone. He closes his eyes. Okay. First off -- we all knew ANDY (ON PHONE) (CONT'D) Operation Playtime was a long shot... Hello...?! Anyone there? MR. POTATO HEAD

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More like a misfire! BUZZ WOODY You‟re going AWOL?! ...But we‟ve always said this job SARGE isn‟t about getting played with. We done our duty. Andy‟s grown up. It‟s about... SOLDIER ONE JESSIE And let‟s face it -- when the trash ...Being there for Andy. We bags come out, we Army guys are the know first to go. . BUZZ REX Trash bags...?! But we can try again, right? WOODY Woody looks at all of them. He shakes his head. Who said anything about trash bags? WOODY SARGE I‟m callin‟ it, guys. We‟re closin‟ It has been an honor serving with up shop. you. Good luck, folks. Gasps. Everyone is crushed by this news. Sarge straps in tandem with Soldier One. They leap. Their WOODY (CONT'D) parachute opens and the wind carries them off. Andy‟s going to college any day SOLDIER TWO now... That was our last shot. You‟re gonna need it...! Mrs. Potato Head begins to sniffle. Buzz steps forward. He jumps and flies off too. The Toys are stunned. BUZZ WOODY We‟re going into Attic Mode, folks. No, no... Wait...! Wait! Wait!!! Keep your accessories with you at all REX times -- spare parts, batteries... We‟re getting thrown away?! Anything you need for an orderly transition. 14 Potato Head steps up. WOODY MR. POTATO HEAD No! No one‟s getting thrown away! “Orderly?” Don‟t you get it?! We‟re MR. POTATO HEAD done! Finished! Over the hill! How do WOODY you Hey, hey, now come on, guys! We all know?! knew this day was coming! Jessie begins to panic. Buzz, in FOREGROUND, sees something off-screen, frowns. JESSIE POV -- Sarge and the Army Men climb up onto Andy‟s desk. We‟re being abandoned...! The other Toys keep arguing. BUZZ We‟ll be fine, Jessie! 13 HAMM HAMM (O.C.) So why did Sarge leave?! Yeah, but now its here! MRS. POTATO HEAD WOODY (O.C.) Should we leave?! Look, every toy goes through this! SLINKY No one wants to see their kid leave! I thought we were goin‟ to the attic! BUZZ REX Hey! Sarge! What are you doing?! Oh, I hate all this uncertainty...! Everyone turns. Sarge and his last two Soldiers climb to Woody turns, waves his arms. the window sill. WOODY SARGE Whoa, whoa! Hold on! Quiet!!! War‟s over, folks. Me „n the boys No one‟s getting thrown out are movin‟ on. , okay?! WOODY We‟re all still here, aren‟t we?! Moving on...?! (beat)

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I mean, yeah, we‟ve lost friends She puts a hand over her empty eye socket. along the way -- Wheezy and Etch MRS. POTATO HEAD and... Someplace dark. And dusty! REX Hamm turns to Rex. Bo Peep...? HAMM Woody nods, stoic. C‟mon. Let‟s see how much we‟re WOODY goin‟ for on eBay... Even... Even Bo. All good toys who‟ve gone on to new owners. But 16 through every yard sale, every spring Woody watches as the Toys trudge off. cleaning, Andy held on to WOODY us Don‟t worry. Andy‟s gonna take care . He of us. I guarantee it. must ON THE DRESSER care about us or we wouldn‟t be here. Woody climbs up, surveys the room -- posters, guitar, You wait -- Andy‟s gonna tuck us in textbooks. He turns to a cork board where Andy‟s high the attic. It‟ll be safe and warm... school graduation photo is pinned. He lifts it to find... BUZZ A SNAPSHOT shows an eight-year-old Andy wearing a cowboy ...And we‟ll all be together. hat and posing with Woody and Buzz and all of Andy‟s toys. Woody gazes at the halcyon past he can never return to. 15 Buzz steps up behind him. WOODY BUZZ Exactly. There‟s games up there, and You guarantee it, huh...? books... And, and... WOODY BUZZ I dunno, Buzz. What else could I say? The race-car track... BUZZ WOODY Whatever happens, at least we‟ll be The race-car track. Thank you! together. SLINKY CLOSE ON -- The SNAPSHOT of young Andy. And the old TV...! WOODY (O.C.) WOODY For Infinity and Beyond... There you go -- the old TV! And FOOTSTEPS on the stairs. Woody and Buzz turn. those guys from the Christmas MOLLY (O.S.) decorations box! They‟re fun, right? Can I have your stereo? The Toys shrug, MURMUR in semi-agreement. Woody softens. ANDY (O.S.) WOODY (CONT'D) No! And someday -- if we‟re lucky -- Andy MOLLY (O.S.) may have kids of his own... Why not? REX ANDY (O.S.) And he‟ll play with us then, right? „Cause I‟m taking it with me! Woody looks at Rex, unable to say “yes”. The Toys scramble back into the toy chest. Andy enters WOODY with Molly close behind. We‟ll always be there for him. MOLLY BUZZ Can I have your computer? Come on, guys! Let‟s get our parts together, get ready, and go out on a 17 high note. ANDY The Toys disperse. No! MRS. POTATO HEAD MOLLY I‟d better find my other eye... Your video games? MR. POTATO HEAD ANDY Where‟d ya leave it this time? Forget it, Molly!

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Molly sighs, walks off. Andy starts typing on his laptop. But, Mom... Andy‟s Mom enters carrying cardboard boxes and trash bags. MOM MOM No “buts”. You choose the toys you Okay, Andy, let‟s get to work here. wanna donate. I‟ll drop „em off at Anything you‟re not taking to college Sunnyside. either goes in the attic, or it‟s Mom leaves. Molly sighs -- Moms! -- surveys the room. She trash. picks up a xylophone, a Magic 8-Ball, puts them in the box. She picks up a box and writes “College” in magic marker. She picks up her old Barbie. Andy stares at his computer. MOLLY POV -- Barbie smiles, desperately eager to please. ANDY Molly, indifferent, tosses Barbie into the box, then buries Mom, I‟m not leaving „til Friday! her face in a “Teen” magazine. MOM THE TOY CHEST C‟mon -- it‟s garbage day. Across the hall, the Toys react. ANDY JESSIE Mom...! Poor Barbie...! She picks up his skateboard, puts it in the “College” box. HAMM MOM I get the Corvette. Look, it‟s simple: Skateboard? College. Little league trophy? 19 Probably attic. Apple core? Trash. INT. ANDY‟S ROOM - DAY You can do the rest. Mom walks back and finds Andy still on his laptop. She tosses an apple core in a trash bag, hands it to Andy. MOM Molly opens the Toy Chest. Andy, come on -- you need to start MOLLY making decisions. Why do you still have these Toys? ANDY ANDY Like what? Molly, out of my room...! She pulls open the toy chest. MOLLY MOM Three more days and it‟s mine...! Like, what She strides out the door. are MOM you gonna do with Molly, you‟re not off the hook either! these toys? Should we donate „em to Sunnyside? 18 ANDY THE TOY CHEST No...! The Toys watch as Mom picks up a box, enters Molly‟s room. MOM MOM (CONT'D) Maybe sell them online...? You have more toys than you know what ANDY to do with. Some of „em could make Mom -- no one‟s gonna want those old other kids really happy... toys. They‟re junk! MOLLY THE TOYS What kids...? Silently hear this bombshell. Mom lowers the lid. MOM MOM The children at the day care. Fine. You have „til Friday -- They‟re always asking for donations. anything that‟s not packed for Rex whispers. college, or in the attic, is getting REX thrown out. What‟s “day care”? ANDY WOODY “Whatever you say, Mom.” Shhh...!!! He stares at his laptop. She shakes her head, exits. Mom writes SUNNYSIDE on the box. Molly pouts. Andy sighs, closes his laptop. He turns, surveys his room. MOLLY He rolls his chair to the toy chest and opens the lid.

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Inside are the Toys -- his old friends. They lie frozen, The Toys are piled all over each other. Jessie is hyper- smiling, forever eager to play. ventilating. Buzz looks around -- plotting his next move. Andy gazes at them, making a decision. JESSIE Abruptly, he grabs a trash bag, snaps it open. He picks up I can‟t breathe! the Toys -- Rex, Potato Head, Jessie -- tosses them in. REX This can‟t be happening!!! 20 BUZZ He pulls Hamm‟s cork, empties the change out, and dumps Quiet...!!!! What‟s that sound? him, with rest of the Toys, in the trash bag. They all listen. A faint CREAKING. Then Andy picks up Buzz and Woody, looks at them. ON THE LANDING POV -- Buzz, grinning and heroic. Woody, smiling and loyal. The attic ladder -- spring loaded -- retracts, pushing the TOYS POV -- Andy turns, tosses Woody in the College box. toy-filled trash bag out of the way. The Toys gasp. Andy drops Buzz into the garbage bag. IN THE BAG IN THE BAG The bag is tipped over. The Toys tumble over each other. Buzz is stunned and hurt. TOYS Andy cinches the bag closed and carries it from the room. Whooaaaaa...!!! Behind him, Woody pops up from the College box, shocked. ON THE LANDING IN THE BAG The ladder pushes free and rises to the ceiling, retracting It‟s dim and crowded. completely. Woody tiptoes into the hall toward the bag. REX Suddenly, Mom enters carrying a trash bag. Woody retreats. What‟s happening...?!!! Mom trips over the toy-filled bag, looks down -- irritated. MR. POTATO HEAD MOM We‟re getting thrown out, you idiot! Andy...?! That‟s what‟s happening!!! No answer. Mom sighs, picks up the toy-filled bag and Woody jumps from the box, runs across the room, hides exits, carrying it downstairs. behind the door frame. Andy walks onto the hall landing, reaches up, and pulls 22 open a trapdoor ladder that leads to the attic. ANDY‟S ROOM Woody watches, relieved. Woody -- at the door -- is electrified. Andy begins climbing to the attic. One rung... Two... WOODY Molly enters the hall landing, struggling with her box. That‟s not trash! That‟s not It hits the door frame. A Magic 8-Ball falls out. trash ANDY !! You need a hand? He steps back, mind reeling. MOLLY WOODY (CONT'D) I got it... Think, Woody...! Think! Think! Andy steps down, leaves the bag at the foot of the ladder, (an idea) grabs the 8-Ball. He helps Molly carry her box downstairs. Oooh! ANDY (whistles) Here. So, you gonna miss me when I‟m Buster! C‟mere, boy! C‟mere! gone? Off-screen PAWS and the JINGLE of a dog collar. Buster enters -- old, saggy, panting. Woody vaults onto his back. 21 WOODY (CONT'D) MOLLY Okay, boy! To the curb! Hyah!!! If I say „no‟, do I still get your Buster yawns and flops over, pinning Woody under him. room? WOODY (CONT'D) ANDY No, Buster, no...! Nope. Woody grabs Buster by the jowls, pulls him backwards. MOLLY Finally, Buster rolls over. Woody sits up, gasping. Then, yes, I‟ll miss you. Off-screen, a door SLAMS. Woody turns. They disappear. Woody rushes to the window, gazes out. IN THE BAG POV -- Mom drops the trash bags at the curb.

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WHIP PAN -- Rumbling up the street is a garbage truck. Woody races out, dives behind the mail box post. The Woody gasps. GARBAGE MAN is in head phones, playing air guitar, drumming IN THE BAG the mail box. He empties a garbage can into the truck. Mounting panic. Woody ducks from behind the post, plunges his scissors into JESSIE a garbage bag. We‟re on the curb! Garbage spills out: wrong bag. He tries another. No luck. MR. POTATO HEAD As the Garbage Man turns, Woody ducks behind the post. The Oh, I knew it would come to this! Garbage Man grabs the last bags, tosses them in the truck. Buzz grabs the side of the bag, tries to tear it open. He climbs on a running board, SLAPS the side. BUZZ The truck shifts into gear and lurches off down the street. Pull, everyone! Pull!!! THE STREET As the truck rumbles off, Woody ducks from behind the mail 23 box, runs after it. The truck pulls up at the next house. EXT. ANDY‟S HOUSE - DAY Woody hides behind a fire hydrant. Woody grabs a pair of scissors, shoves them in his holster. The Garbage Man hops off the runner, yanks a lever. The He lunges for the drainpipe, slides down, hits a gutter and truck‟s compactor lowers, scoops up the trash bags. tumbles into the bushes below. CRASH! From behind the hydrant, Woody watches in horror. IN THE BAG The compactor retracts, CRUNCHING the bags remorselessly. The Toys follow Buzz‟s lead, pulling the sides of the bag. WOODY REX Buzz...!!! Jessie...!!! It won‟t rip! A TINKLE. Woody turns. In Andy‟s driveway, an upside-down HAMM recycling bin scurries on little feet into the garage. Ah, forget it! It‟s triple-ply high- Woody sighs, relieved. density polyethylene! INT. GARAGE - DAY BUZZ The Toys cast off the bin. They are traumatized. There‟s gotta be a way out! SLINKY MR. POTATO HEAD Andy threw us out...! Andy doesn‟t want us! What‟s the HAMM point? Like we were garbage...! BUZZ MR. POTATO HEAD (thinking) “Junk”! He called us “junk”! Point... Point... POINT!!! Buzz looks at Rex‟s pointy tail. 25 OUTSIDE THE BAG MRS. POTATO HEAD The truck RUMBLES closer, two driveways away. How IN THE BAG could The Toys follow Buzz, shoving Rex backwards. he...?! BUZZ (CONT'D) She SOBS on Mr. Potato Head‟s shoulder. Push! Push!!! BUZZ REX (to himself) I can hear the garbage truck! This doesn‟t make any sense...! OUTSIDE THE BAG Jessie is furious. The bag stretches. Rex‟s tail is nearly through. JESSIE IN THE BAG I should‟a seen this coming! It‟s REX (CONT'D) Emily all over again! It‟s getting closer-fffmmm! She turns and scans the garage -- galvanized, determined. Rex is muffled by a mouthful of plastic. HAMM Sarge was right...! 24 MR. POTATO HEAD IN THE YARD Yeah! And Woody was wrong! Woody uses the scissors to snip his way out of the bush. BUZZ The garbage truck approaches Andy‟s driveway. Wait a minute! Hold on! This is no

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time to be hysterical. It‟s under control! We have a plan! HAMM REX It‟s the perfect time to be We‟re going to Day Care! hysterical! WOODY REX Day Care?! What -- have you all lost (hysterical) your marbles?! Should we be hysterical...?!!! MRS. POTATO HEAD SLINKY Didn‟t you see? Andy threw us away! No! MR. POTATO HEAD 27 Yes! WOODY BUZZ No...! No, no, no! He was putting Maybe! But not right now! you in the attic! JESSIE (O.S.) MR. POTATO HEAD Yeeeeeeeeeeeeeee--hawwwwwwwwww...!!! Attic? So how‟d we end up on the Everyone turns. Jessie is smiling. curb?! JESSIE (CONT'D) WOODY Fellas -- I know what to do! That was a mistake! Andy‟s Mom They follow her gaze. In the hatchback of Mom‟s car is thought you were trash! Molly‟s box of toys, marked SUNNYSIDE. HAMM Yeah! After he put us in a trash 26 bag! EXT. ANDY‟S YARD - DAY MRS. POTATO HEAD Woody darts from a tree to a landscape boulder, sneaking And called us “junk”! towards the garage. He peeks out from behind a flowerpot. WOODY WOODY I know it looks bad but, guys, ya What the heck...?! gotta believe me! WOODY‟S POV -- The Toys clamber into the Donation Box. MR. POTATO HEAD INT. CAR / GARAGE - DAY Sure thing, “College Boy”! Buzz stands outside the Donation Box as the other Toys JESSIE clamber in. Jessie helps the Aliens up into the box. Andy‟s movin‟ on, Woody! It‟s time JESSIE we did the same. We should‟a done this years ago! Jessie and the others duck in the box, pull the flaps shut. BUZZ WOODY Jessie, wait...! What about Woody?! Okay, out of the box! Everyone, right JESSIE now! Come on! Buzz -- gimme a hand. He‟s fine, Buzz! Andy‟s takin‟ him We gotta get this thing outta here! to college! Now we need to He walks around and tries to push the box out of the car. go BUZZ ! Woody -- wait! We need to figure out Buzz looks at her and the others. what‟s best for every--... BUZZ SLAM!!! The hatchback shuts. You‟re right. Come on! Buzz and Woody turn. Through the window, Andy‟s Mom walks He helps pass the Aliens up. Woody approaches, incredulous. to the driver‟s seat, gets in. Woody and Buzz crouch down. WOODY WOODY Buzz...? Oh, great! Great!!! It‟s gonna take BUZZ us forever to get back here! Woody...! The car lurches into gear and drives off. WOODY What‟s going on? Don‟t you know this 28 box is being donated! INT. DONATION BOX / CAR - DAY BUZZ The Toys have gathered around Barbie, who is sniffling.

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Mrs. Potato Head pats her shoulder. WOODY MRS. POTATO HEAD Oh, you‟ll see! As soon as we get to It‟s all right, Barbie. You‟ll be Day Care, you‟ll be begging to go home. okay! The car hits a bump and Woody tumbles. Barbie nods, putting on a brave front. EXT. DAY CARE, PARKING LOT - DAY BARBIE The car pulls into a modest day care center -- Sunnyside -- Well... Molly and I have been growing a cinder block building with bright, kid-friendly murals. apart for years, it‟s just... I can‟t INT. / EXT. DONATION BOX / PARKING LOT - DAY believe she would throw me away! Andy‟s Mom pulls out the box, carries it across the lot. She breaks down again. Potato Head rolls his eyes. Inside the box, the Toys peer out the hand slots. MR. POTATO HEAD REX Welcome to the club, Toots! Can anyone see anything? Suddenly, the box flaps open and Woody and Buzz vault in. JESSIE WOODY There‟s a playground...! Okay, everyone, listen up... We can Through fencing we SEE glimpses of kids running and playing get back to Andy‟s but we gotta move with SHOUTS and LAUGHTER. The Toys look at each other. fast. We‟ll hide under the seats JESSIE „til we get home... We hit the jackpot, Bullseye! The Toys react, incensed. HAMM MR. POTATO HEAD So much for “sad and lonely”, eh? Get it through your vinyl noggin, WOODY Woody -- Andy doesn‟t want us anymore! Okay, calm down, guys. Let‟s keep WOODY this in perspective... He was MR. POTATO HEAD putting Perspective?! This place is perfect! you... In the REX (CONT'D) attic Woody, it‟s nice! See, the door has !!! a rainbow on it! Jessie goes toe-to-toe with Woody. JESSIE 30 He INT. LOBBY - DAY left Andy‟s Mom is BUZZED through glass doors. A RECEPTIONIST us... On the behind a counter types at a computer while a small girl on curb the counter plays with a toy chimp. Andy‟s Mom enters. ! MOM Buzz intervenes. Hey, there! BUZZ RECEPTIONIST Alright, calm down! Both of you! Wow! Haven‟t seen you in ages... WOODY MOM Okay, fine! Just wait‟ll you see Just wanted to drop these old toys off. what Day Care‟s like! She puts the box on the counter. REX MOM (CONT'D) Why...?! What‟s it like?! Is this Bonnie?! Look how big you are! The girl, BONNIE, looks up, then turns to her Mother, shy. 29 RECEPTIONIST WOODY Say hi, sweetie! Day Care is a sad, lonely place for BONNIE washed-up old toys who have no Hi. owners. RECEPTIONIST Abruptly, Barbie bursts into tears. How are your kids? Molly and Andy? HAMM MOM Quite the charmer, aren‟t ya? Not kids anymore. Andy‟s going to

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college on Friday. Can you believe? 32 The Receptionist opens the box. Bonnie tries to look in. BUZZ RECEPTIONIST Oooff...!!! You sure they won‟t miss these? SLINKY MOM Whoa! Nah, they never get played with. HAMM Mom departs and the Receptionist folds up the box flaps. Hey! INT. DONATION BOX / HALLWAY - DAY The whole box tilts and falls off the counter -- SPLAT!!! The Toys peek out as they are carried down a hallway. The Toys spill out. They look up. MR. POTATO HEAD Around the room, all the Day Care Toys stare back. You see any kids...? A Jack In The Box pops up. REX JACK IN THE BOX Where‟s she taking us? New Toys! They all CHEER and burst into smiles. 31 Jessie shakes hands with a ROCK MONSTER toy. INT. DONATION BOX / BUTTERFLY CLASSROOM - CONTINUOUS JESSIE The Box is placed on a counter. The Receptionist departs. Well, howdy! Glad to meetcha! In the box, the Toys step up and jostle for a view. Buzz extends his hand to a ROBOT toy. JESSIE BUZZ Look...! Buzz Lightyear, at your service. MR. POTATO HEAD Hamm, Slinky and Barbie shake hands with an OCTOPUS toy. Wow! HAMM REX Oh boy, oh boy, oh boy! What?! What is it?!!! Rex laughs, circled by adoring little dinosaurs. TOYS‟ POV -- An idyllic day care classroom, filled with the An Insect Man ACTION FIGURE helps Mrs. Potato Head get up. happy bustle of four- and five-year-olds, playing with toys MRS. POTATO HEAD -- dinosaurs, a baby doll, a pink Teddy bear, a Ken doll. Oooh, thank you! The Toys stare, agog. Rex jockeys for a peek. (reaches for his bicep) REX (CONT'D) Oh, may I? Ohhh! Aaah! I can‟t see! He flexes obligingly. She feels his arm, GIGGLES. Mr. A bell RINGS. A TEACHER opens the playground door. Potato Head looks on. He flexes his own arm. It sags. BUTTERFLY ROOM TEACHER A Crane toy circles the Aliens. They gaze up, rapturous. Okay, everyone, recess! C‟mon! ALIENS The kids CHEER and flood out on the playground. The The Claw...!!! Teacher turns off lights, shuts the door behind her. SFX -- HONK! HONK! Everyone turns. IN THE BOX Silence. The room is still. The Toys speak sotto. 33 HAMM A Tonka Truck races forward, then backs up in a quick 180 So, now what do we do? arc, revealing a large pink Teddy bear, LOTSO, in its bed. WOODY Lotso taps a Tinker Toy cane and the truck bed rises, We go back to Andy‟s! Anyone see an “dumping” him out. Like Bob Hope stepping off the links in exit? Palm Springs, Lotso exudes an easy, cheerful charisma. MR. POTATO HEAD LOTSO Exit schmexit! Let‟s get played Well, hello there! I thought I heard with! new voices! Welcome to Sunnyside, BUZZ folks! I‟m Lots-o‟-Huggin‟ Bear! Careful! These toys might be jealous But, please, call me Lotso! of new arrivals! Buzz steps up, offers a hand. REX BUZZ I wanna see! It‟s my turn! Buzz Lightyear. We come in pea... Rex presses in. The Toys react. Lotso grabs Buzz, lifts him in a smothering hug. LOTSO

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(chuckling) He can‟t hurt you no more. First thing you gotta know about WOODY me... I‟m a hugger!! Whoa, whoa, whoa, whoa... He releases Buzz, looks at the other Toys. Lotso cuts him off. LOTSO (CONT'D) LOTSO Oh, look at y‟all! You been through Now let‟s get you all settled in. a lot today, haven‟t you? Ken?! Where is that boy? Ken...?! MRS. POTATO HEAD New toys! Oh, it‟s been horrible! A Ken doll appears in an upper window of a doll house. LOTSO KEN Well, you‟re safe now. We‟re Far out! Hey, hi, everybody! all (to Lotso) cast-offs here -- we been dumped, Down in a jiff, Lotso! donated, yard-saled, second-handed, He rides down in an elevator and opens the door. and just plain thrown out. But just ON KEN -- Slip-on shoes, double-pleated shorts, and an you wait -- you‟ll find being donated unbuttoned animal-print shirt that reveals his ripped abs. was the best thing that ever happened He addresses the Toys with an air of boundless self-regard. to ya! Woody scoffs, but Rex steps up excitedly. 35 REX KEN (CONT'D) Mr. Lotso...? Do toys here get So. Who‟s ready for Ken‟s Dream Tour? played with every day? LOTSO LOTSO Let‟s show our new friends where All day long. Five days a week. they‟ll be stayin‟! JESSIE KEN But what happens when the kids grow Folks, if you wanna step right this-- up? He turns, sees Barbie. She looks up, sees him. Sparks fly. MUSIC swells. Destiny calls. They approach. 34 KEN (CONT'D) Lotso steps to a wall of day-care class photos. Hi! I‟m Ken. LOTSO BARBIE Well, now, I‟ll tell ya -- when the Barbie. kids get old, new ones come in. When (breathless) they get old, new ones replace them. Have we ever me--...? You‟ll never be outgrown or KEN neglected. Never abandoned or Huh-uh...! I would‟ve remembered! forgotten. No owners means no (Barbie GIGGLES) heartbreak. Love your leg warmers. The Toys are overjoyed. Even Woody is taken by this vision. BARBIE JESSIE Nice ascot. Yeee-hawww..!!! Lotso breaks the spell. MRS. POTATO HEAD LOTSO It‟s a miracle! C‟mon, Ken! Recess don‟t last MR. POTATO HEAD forever! (to Woody) KEN And you wanted us to stay at Andy‟s! Right on, Lotso! This way everyone! WOODY He extends a gentlemanly arm. Barbie giggles, takes it. Because we‟re Andy‟s toys! LOTSO Lotso puts an arm around Woody. You got a lot to look forward to, folks LOTSO -- the Little Ones love new toys! So you got donated by this “Andy”, He leads them off. Rex, Buzz, and Woody trail behind. huh? Well, it‟s his loss, Sheriff! BUZZ

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What a nice bear! Well, thank you, Big Baby. Why don‟t REX you come meet our new friends? And he smells like strawberries! He throws an arm around Big Baby in Toy-solidarity. Woody sighs, exasperated. LOTSO (CONT'D) Poor Baby! We were thrown out 36 together, me n‟ him. Abandoned by As they walk, Ken addresses the Toys like a tour leader. the same owner! KEN INT. BATHROOM - DAY Folks, if I can share, here at Lotso leads the Toys through a bathroom. Sunnyside, we‟ve got, well, just LOTSO about anything a Toy could ask for. But we don‟t need owners here at Lotso leads them past shelves of toy supplies. Sunnyside! We own ourselves! We‟re LOTSO masters of our own fate...! We Spare parts, super glue, and enough control our own destiny! fresh batteries to choke a Hungry- Mr. Potato Head slips and falls, losing his parts. Hungry Hippo. LOTSO (CONT'D) CLOSET DOOR Uh, watch out for puddles... Lotso flings open a utility closet, revealing a spa-like INT. CATERPILLAR ROOM - DAY workshop in which smaller Toys fix up bigger Toys -- Lotso leads the Toys into a new classroom. The Day Care stitching rips, etc. The Toys gasp, impressed. Toys here are scuffier and more toddler-appropriate. LOTSO (CONT'D) LOTSO Think you‟re gettin‟ old? Well, stop And here‟s where you folks‟ll be your worryin‟! staying -- the Caterpillar Room! KEN The Toys gaze up in awe. There‟s kid stuff everywhere: Our repair spa will keep you stuffed, tiny tables and chairs, finger paintings, wood blocks, puffed, and lightly buffed! banners of the alphabet, wire cubby bins, etc. The whole An Elephant plushie is getting his belly re-stuffed. He beautiful, child-centric universe of day care. SNEEZES. Stuffing flies everywhere. JESSIE IN THE CLASSROOM Look at this place! As the tour continues, Ken gestures to his Dream House. BUZZ KEN (CONT'D) [Whistles] And this, well, this is where I live HAMM -- Ken‟s Dream House. It has a disco, Holy moly, guacamole! it‟s got a dune buggy... And a whole room just for trying on clothes. 38 BARBIE MR. POTATO HEAD You have everything!!! Jackpot, baby! KEN SLINKY Everything except someone to share it Whoa, puppy! with. REX He looks down, walks off. Barbie sighs, about to faint. Wow! Lotso reaches a bathroom door at the end of the room. A TOY TRAIN weaves through the room, blowing its WHISTLE. LOTSO The Potato Heads look around in wonder. You need anything at all, you just MRS. POTATO HEAD come talk to me. Here we are...! (fighting tears) It‟s so beautiful! 37 Woody is awestruck. Something nudges him. A RINGING. Lotso raps the door with his cane. It‟s opened by a large WOODY baby doll, BIG BABY, with a lazy, drooping eye. Big Baby What the...? COOS, He looks down. An old Fisher Price Chatter Telephone is peers out at the Toys. They stare up in wonder. bumping into him. Woody kneels down, friendly. LOTSO (CONT'D) Woody (CONT'D)

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Oh, hey, little fella... She gives a leg kick. Ken pumps his fist. LOTSO KEN How long‟s it been since y‟all got Yessssssss...!!! played with? Lotso calls again. SLINKY LOTSO It‟s been years! Ken...! LOTSO KEN Well, just you wait. In a few minutes Coming, Lotso! that bell‟s gonna ring and you‟ll get the playtime you‟ve been dreaming of. 40 REX Ken leads Barbie to the Truck and they hop in, giddy. Play! Real play!!! I can‟t wait!!! Lotso taps his cane and the Truck roars off. Big Baby is LOTSO the last to exit, closing the door -- CLICK -- behind them. Now, if you‟ll excuse us, we best be Through windows, children are heard LAUGHING and PLAYING. headin‟ back. Welcome to Sunnyside, The Toys turn and wander toward the playground door. folks! HAMM Lotso climbs back into the Tonka Truck. The Toys wave. Sounds like kids to me...! REX REX Thank you! Oh, I wanna get played with! Why HAMM can‟t time go faster?!!! Thank you there, Buddy Boy! JESSIE How many ya reckon are out there?! 39 MRS. POTATO HEAD MR. POTATO HEAD Oh, they sound so sweet! Take care, Pinky! Woody looks at them, knowing he‟s fighting a losing battle. BUZZ WOODY Goodbye, Mr. Lotso! Thank you! Look, everyone, it‟s nice here, I MRS. POTATO HEAD admit. But we need to go home...! Goodbye...! The Toys glance at each other. Jessie steps forward. Barbie turns to Ken -- an end-of-the-first-date moment. JESSIE BARBIE We can have a whole new life here, Will I see you again? Woody. A chance to make kids happy KEN again. Oh, I‟ll see you tonight. In my SLINKY dreams. Why don‟t you stay? She giggles. They stare. It‟s like they could both REX spontaneously combust. At the bathroom door, Lotso waits. Yeah, Woody! Stay with us! LOTSO HAMM Ken...! Let‟s get a move on! Come on, Woodster! Ken turns to Barbie, takes her hands. MR. POTATO HEAD KEN You‟ll get Barbie, come with me! Live in my played Dream House! I know it‟s crazy! I with...! know we‟ve just met! Aw, heck -- you MRS. POTATO HEAD don‟t know me from GI Joe. But when Stay here! I look at you I feel like we were... JESSIE KEN & BARBIE You can make a ...Made for each other! new They gasp, thunderstruck. Barbie turns, gazes to the Toys. kid happy! Jessie grins and winks. Mrs. Potato Head waves -- Go! WOODY BARBIE I can‟t! No, no! Guys, really, Yay! no

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! Okay, fine! Perfect! I can‟t The Toys are taken aback. Woody struggles to stay calm. believe how selfish you all are.

41 42 WOODY (CONT'D) Jessie glares back. No one moves. I WOODY (CONT'D) have So this is it? After all we‟ve been a kid. through? You Buzz steps forward, offers a handshake. Woody looks at have a kid -- Buzz. He fixes his hat, turns away. Buzz is stung. Andy! And if he wants us at college, Woody walks to the hall door. Bullseye follows. or in the attic, well, then our job WOODY (CONT‟D) is to Bullseye, no. You need to stay! be there He moves on. Bullseye again tries to follow. for him! Now I‟m WOODY (CONT'D) going home! Anyone wants to join me Bullseye, no! I said is welcome! C‟mon, Buzz! stay He heads off. Buzz stays put. Woody turns back. ! WOODY (CONT'D) (softens) Buzz...? Look -- I don‟t want you left alone Buzz -- torn -- steps up to Woody, sober and gentle. in the attic, okay? Now, stay. BUZZ Bullseye retreats. Jessie puts a consoling hand on him. Our mission with Andy‟s complete, KEYS in a LOCK. The Toys turn. Woody. BONNIE‟S MOM (O.S.) WOODY Bonnie...? Bonnie! What...?! Woody looks at them, doesn‟t know what else to say. BUZZ WOODY And what‟s important now is we stay I gotta go. together. The Toys scatter. Woody hides behind the door just as WOODY Bonnie‟s Mom enters. We wouldn‟t even BONNIE‟S MOM be Bonnie? You in here? together if it Woody sneaks out the door, into the hall. weren‟t for Andy! Look under your CLOSE ON -- Buzz and Jessie, watching. boot, Buzz! You too, Jessie! Whose INT. HALLWAY name is written there? TEACHERS CHAT at the end of the hallway. The Toys stare at the ground. Rex pipes up. Woody peeks out from behind a garbage can, tip-toes into REX the hall, turns. A janitor cart approaches. Woody falls Maybe Andy doesn‟t care about us any limp. The cart passes over Woody, leaving the hall empty. more? A whistling JANITOR pushes the cart down the hallway. WOODY TILT DOWN to FIND Woody holding the underside of the cart. Of course he does! He cares about all 43 of you! He was putting you in WOODY POV -- He rolls through the lobby, toward the exit... the attic -- I saw! You can‟t just WOODY turn your back on him now! C‟mon, c‟mon... Jessie steps forward -- incensed. ...and veers into a bathroom. JESSIE WOODY (CONT'D) Woody -- wake up! It‟s over! Andy No, no...! is all grown up! INT. BATHROOM - CONTINUOUS Woody stares, trying to contain his anger. The Janitor cleans the sinks. Woody sneaks into a nearby WOODY stall. Looks up, sees an open window.

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He tears a square of toilet paper, places it on the seat, She smiles. HONK HONK! climbs up the tank lid, leaps to the toilet paper roll, BONNIE‟S MOM (O.S.) jumps to the top of the stall, backs toward the window. Bonnie! At the sink, the Janitor looks in the mirror, starts. BONNIE JANITOR Coming! What the heck? She shoves Woody in her backpack, zips it up, runs off. Woody freezes. The Janitor stares at the mirror, Woody in IN THE BACKPACK its reflection. Woody is trapped. RACK FOCUS -- The Janitor reaches up, wipes a stain off. WOODY JANITOR (CONT‟D) Oh, great! That‟s better. RACK BACK -- The window in the mirror. Woody‟s gone. 45 EXT. PLAYGROUND - DAY As Bonnie and her Mom drive off, CRANE DOWN to REVEAL... Woody finds himself above the playground. Below, Bonnie Woody‟s hat, lying on the ground. plays hopscotch by herself. Her Mom walks over. INT. CATERPILLAR ROOM - DAY BONNIE‟S MOM Bullseye whimpers, stares at the door. Jessie consoles him. Bonnie...? There you are. C‟mon, JESSIE honey. Time to go home. Oh, it‟s gonna be okay, Bullseye. She leads Bonnie off. Woody climbs up a drainage pipe to BUZZ the roof. He runs across the roof, stops at the edge. Woody‟s going to college with Andy. POV, PANNING -- A high wall surrounds the day care campus. It‟s what he‟s always wanted. Woody frowns. A gust lifts his hat off, blows it away. MR. POTATO HEAD WOODY He‟s crazy! College is no place for Oh, no! No, no, no...! a toy! MRS. POTATO HEAD 44 Toys are for play time! His hat lands under a kite tangled on the roof top. Woody HAMM stares at the kite -- an idea. Speaking of play time...! They‟re CUT TO: lining up out there! Woody runs across the roof, kite over his head. He leaps Hamm, at the window, is spying on the playground. and soars across the playground and over the wall. He BUZZ glides down, makes a perfect landing, and laughs, pleased. How many? Abruptly, another gust hits, yanking him high in the air. HAMM Woody looks at the ground far below. The wind takes the There must be dozens! kite higher still, dipping and swirling frenetically. REX Woody panics, wrapping himself around the kite‟s cross-bar. Ohhh...! I can hardly wait! The bar snaps. The kite plummets. Woody tries desperately BUZZ to flap the kite wings, but it doesn‟t slow his fall. Places, everyone! He crashes into a tree, hitting branches on the way down. The Toys scramble into play position. He falls from the tree and stops -- eyes shut -- inches Buzz notices the Day Care Toys edging away from the door -- above the pavement. Opens one eye. ducking, hiding, trembling, diving for cover. Slowly, his pull-string lifts him upward. The bell RINGS. Kids SHRIEK. Footsteps THUNDER. WOODY (CONT'D) Rex spreads his arms and runs to the playground door. (voice box) REX Reach for the sky! At last! I‟m gonna get played with! Woody dangles from a branch, trying to free himself. BUZZ Bonnie approaches, playing hopscotch. Woody sees her, goes Uh, Rex...? limp. She bumps into Woody, looks up. Looks around. She tugs Woody off the branch. His pull-string retracts. 46 WOODY (CONT'D) REX (voice box) Come to Papa! You‟re my favorite deputy! BOOM! The door bursts open, swatting Rex across the room.

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A horde of squealing, hyped-up TODDLERS enter. The other Toys stay frozen. The Toys go limp. Buzz closes his helmet. WOODY The toddlers descend on the Toys with SHRIEKS of delight. Psst! Hey! Hello! Hi -- Excuse me! Toys are snatched up by eager, excited hands. The Hedgehog, MR. PRICKLEPANTS, comes alive briefly. A Boy and Girl stretch Slinky until his coil goes haywire. MR. PRICKLEPANTS A Boy smashes the Toy Train into a wall. Shhh! A Girl picks up Buzz, bringing him straight to her mouth. WOODY A Girl dips Jessie‟s hair in paint and uses her as a brush. Can you tell me where I am? A Boy runs across the room, with Bullseye on top of a Corn MR. PRICKLEPANTS Popper toy. Bullseye slides off, gets caught in its wheels. Shhhhhh!!! Hamm is bathed in glue... Then coated in green glitter. UNICORN A Girl “rides” Rex, snapping his tail off. The guy‟s just askin‟ a question! The Aliens are squashed as a Boy sits on them. A Boy picks up Mr. Potato Head‟s eye, shoves it up his nose. 48 A Girl uses Buzz to hammer a square peg into a round hole. MR. PRICKLEPANTS BUZZ POV -- Buzz smashes the peg. Bam, Bam, Bam! Well, excuse me, I‟m trying to stay A Boy runs by, tugs the Girl‟s hair. She screams, tosses in character! Buzz away. He lands on the window sill. He freezes again. The Unicorn, friendly, turns to Woody. BUZZ POV -- Across the playgound, in the Butterfly Room, a UNICORN class of Four- and Five-Year-Olds play lovingly with Lotso My name‟s Buttercup. and the other toys. MR. PRICKLEPANTS Buzz frowns -- Why is it Heaven in there and Hell in here? Shhhh!!!! Abruptly, a HAND grabs him, pulls him back into the fray. TRICERATOPS CUT TO: I‟m Trixie! WOODY MR. PRICKLEPANTS (voicebox) Shhhhh!!!! There‟s a snake in my boot! TRIXIE Shhhhhh!!!!! 47 BOTH INT. BONNIE'S BEDROOM - DAY Shhhhhhhhhh!!!!!! CLOSE ON -- Woody. His string is pulled again. WOODY WOODY Guys, hey! I don‟t know where I am! (voicebox) TRIXIE I‟d like to join your posse, boys, We‟re either in a cafe in Paris, or a but first I‟m gonna sing a little coffee shop in New Jersey. I‟m song. pretty sure I just came back from the Bonnie holds Woody, smiles. doctor with life-changing news! BONNIE Woody is baffled. A sheriff..!! Move over, Mr. BUTTERCUP Pricklepants! We have a guest! We do a lot of improv here. Just stay She plunks Woody at a small table circled by other toys -- loose, have fun, you‟ll be fine. a HEDGEHOG, a UNICORN, and a TRICERATOPS. WOODY BONNIE (CONT'D) No, no, no, I... You want some coffee? A FLUSH. Woody gets back in his pose. Bonnie runs in. She sets out cups, pretends to pour. BONNIE BONNIE (CONT'D) Who wants lunch? Beep! Boop! Beep! It‟s good for you! But don‟t drink She pushes buttons on a toy microwave oven, opens the door, too much or you‟ll hafta... Hafta... removes a plastic hamburger, plunks it in front of Woody. She dances from foot to foot. BONNIE (CONT'D) BONNIE (CONT'D) It has a secret ingredient... Be right back...! She lifts the top bun... She runs out the door. Woody comes alive, looks around.

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49 outta here...! BONNIE (CONT'D) BUTTERCUP ...Jellybeans! There IS NO WAY OUT!!! Bonnie eats a jellybean, pulls Woody‟s string. Woody is stunned. WOODY BUTTERCUP (CONT'D) (voicebox) Just kidding. Door‟s right over Somebody‟s poisoned the water hole! there. BONNIE The Doll gets up, greets Woody. Poison?! DOLL She spits the jellybean -- it sticks to Pricklepants‟s head. Well, Cowboy, you just jumped right BONNIE (CONT'D) in, didn‟t ya? I‟m Dolly. Who would do such a mean thing?! WOODY She GASPS and becomes a different character. ...Uh, Woody. BONNIE (CONT'D) They shake. (as Witch) DOLLY Hee-hee-hee-hee-hee!! “Woody”? Really? You‟re gonna stick She turns. SMASH ZOOM to a DOLL on the shelf behind her. with that? „Cuz now‟s your chance to BONNIE (CONT'D) change it -- new room and all. That‟s The scary witch!! coming from a doll named “Dolly”. Bonnie picks up the Doll, flies it around the room. A PEA POD TOY zips open behind Woody. He turns. BONNIE (CONT'D) Look out! She‟s using her witch 51 powers! PEA #1 CLOSE ON -- Woody. Who‟s the new guy? BONNIE (AS WOODY) (CONT'D) PEA #2 I know where to hide! Are you a real cowboy? INT. BONNIE‟S BEDROOM - MOMENTS LATER WOODY The toy box at the foot of Bonnie‟s bed. It creaks open. Well, actually, I.... Bonnie peeks out, grabs a Totoro, pulls it closed again. PEA #3 INT. TOY BOX - DAY „Course he‟s not, pea-brain! He Bonnie and Woody huddle in the dark. don‟t even have a hat! BONNIE WOODY She‟ll never find us in here! I do too have a... My hat?! Bonnie surreptitiously lifts the Doll into view. PEA #3 Told „ya! 50 BONNIE (O.S.) BONNIE (CONT'D) I found the spaceship!! What‟s wrong...? MR. PRICKLEPANTS She turns. Sees the doll, SCREAMS Show time! . Woody and the Toys go lifeless as Bonnie runs out of the INT. BONNIE‟S BEDROOM - DAY closet with makeshift shoebox rocket. The toy box tips over, spilling Bonnie and her Toys. BONNIE (AS WOODY) BONNIE Quick! Fasten your seatbelts! Close She found us! We need a spaceship to your tray tables! get away! She stuffs the toys in the box, drops it on a bedsheet. She runs off into a closet. The Toys come alive. BONNIE (CONT‟D) TRIXIE Hold on, it might get a little bumpy! You‟re doin‟ great! 3... 2... 1...! BLAST-OFF!! MR. PRICKLEPANTS She pulls the sheet taut. The Toys fly into the air. Are you classically trained? SLOW MOTION -- Woody soaring. The moment is magical. WOODY Woody and the others tumble onto the bed. Bonnie flops Look, I just need to know how to get down with them, hugging them close.

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BONNIE (CONT'D) MR. POTATO HEAD Yeee-haaaaw!!! You saved us, cowboy! HAMM You‟re our hero!!! That‟s right! She pulls Woody to her cheek -- just like Andy once did. You said it! Woody glances at the other Toys. They smile at him. BUZZ He smiles back. That was great. We‟ll get this straightened out -- I‟ll go talk to Lotso about moving 52 us to the other room. INT. CATERPILLAR CLASSROOM - DUSK He clambers up a table, leaps to the bathroom door knob. The Toys come to life, groaning. It doesn‟t move. SLINKY BUZZ (CONT'D) Oh, I‟ve got a kink in my slink. Blast. Try that one! Rex staggers by, tail missing. Jessie leaps to the hallway door latch. REX JESSIE My tail...! Where‟s my tail? It‟s locked! ! At the playground door, Slinky tests the door knob. Buzz sits up, dazed. SLINKY Hamm pulls his cork. Detritus spills out. He strains. Same here! POP -- a Weeble pops out. Hamm picks up a plastic arm. Buzz drops down, points. HAMM BUZZ Someone need a hand? Try the windows. He tosses it to Mr. and Mrs. Potato Head -- their parts Hamm, on the sill, examines a window lock. completely jumbled. HAMM MR. POTATO HEAD Eh, negatory. It‟s a Fenster- MRS. POTATO HEAD Schneckler 380. Finest childproof Where‟s my nose... Here‟s lock in the world. Here it is... Gimme that, MRS. POTATO HEAD your arm... Honey, the We‟re trapped! that‟s mine... BUZZ moustache...? Wait! Did anyone notice the transom? Buzz straightens up -- back CRACKING. REX BUZZ What‟s a transom, Buzz? I don‟t recall play time being quite Buzz looks up -- atop the hallway door is an open transom. that strenuous. MR. POTATO HEAD Rex pulls his tail from a peg board. Oh, great! How do we get up there?! REX Buzz narrows his eyes, thinking. Andy never played with us like that! Jessie peels a decal off Bullseye‟s nose. 54 JESSIE INT. CATERPILLAR CLASSROOM - LATER We have to make the best of it. The Toys hold a Fisher Price Corn Popper. Buzz, a loop of MR. POTATO HEAD red yarn wrapped across his chest, stands at the rear. But these toddlers! They don‟t know BUZZ how to play with us! All right, everyone! On three! REX One... Two... They‟re too young! JESSIE HAMM Three!!! They‟re sticky! They take off, pushing the popper at top speed. JESSIE (CONT'D) 53 Let go! MRS. POTATO HEAD The Toys drop away, leaving Buzz to jump onto the handle. We should be in the Butterfly Room! The popper strikes an upturned table, lofting Buzz in the With the big kids! air. He grabs a string that runs across the room, using it

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like a zip-line. As he reaches the end, Buzz leaps off, C‟mon, Romeo... We‟re late. expands his wings and flies towards a display of hanging BARBIE paper-mache caterpillars, using their legs to swing from I‟ll wait up for you! one to another. On the ground, Hamm makes signal. KEN HAMM Kisses...! Jump! INT. HALLWAY - NIGHT Bullseye and Rex jump off a shelf, catapulting a broom Buzz -- using the red yarn -- rappels down into the hall. forward. Buzz bounces off the broom, towards the transom. He unties the yarn and steals off down the hallway. He flips, twists, and lands -- safe. The Toys rejoice. He reaches the Teacher‟s Lounge, approaches cautiously. REX He did it!!! 56 JESSIE INT. TEACHERS‟ LOUNGE - NIGHT Way to go, Buzz! Buzz peeks in. Ken, Twitch and Chunk approach a vending Buzz casts part of his yarn down to the Toys. They run and machine. Ken opens the bottom flap and they all go inside. grab it. Buzz turns to the hallway, stops. Buzz frowns. He walks to the vending machine. Suddenly -- BUZZ POV -- In the hall below, a pair of tough Day Care strangely -- a cow MOOOOS. Toys, TWITCH (Bug Man) and CHUNK (Rock Man) saunter past. Buzz looks around, confused. Then he looks up. CHUNK Silhouetted in the top of a glowing vending machine are Ken You think they had a fun playtime? and the rest of his Gang. A Rooster crows: COCKADOODLE- TWITCH DOO!! This is followed by MUFFLED LAUGHS and HUBBUB Shhh...!!! They might hear you! . Buzz frowns. O.S. GIGGLING. Buzz turns. Down the hall, Buzz approaches the machine. From inside come VOICES. Ken and Barbie say goodbye at the Butterfly Room door. GANG (O.S.) Yeah, all right! Let‟s go again! 55 Buzz pushes open the dispenser flap, climbs in. Above him, KEN a pig OINKS loudly. More LAUGHS and GRIPES. Okay, now you start. INT. VENDING MACHINE - NIGHT BARBIE Buzz climbs up rows of candy bars and potato chips. He I... gets to the top, sneaks towards the light. In the top of KEN the vending machine, a Gang of toys sits around a table. ...love... KEN BARBIE All right, place yer bets! Any ...you. splits? Here we go! KEN The Gang throws batteries, Monopoly money, other items into See?! That time a pot. Stretch the Octopus pulls the cord on a Farmer Says I toy. As the arrow spins, the Gang roots for their bets. said “love”. GANG Okay, now, me first. C‟mon, Duckie, Duckie! Big Pig! Big CLOSE ON -- Buzz. He stifles a dry heave. Pig...! Turkey! Gimme the Turkey!! BARBIE Ken waves his hand over the table. Okay, okay, okay....! KEN KEN All right. No more bets. I... The spinning arrow stops on “Duck”. BARBIE FARMER SAYS TOY ...love... Here is a duck: “Quack, quack”. KEN STRETCH ...you! See what I mean? It changes Yes! Yes! Come to Mama! every time! Stretch scoops up the pile of money. The others GROAN. BARBIE You are so smart! 57 As the Tough Toys pass, they drag Ken away. KEN TWITCH Stretch takes the round.

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The game continues, Ken presiding. Stop! Let me go! KEN He struggles. Ken narrows his eyes. Okay, minimum bet, five Monopoly. KEN Coyotes wild. Changing two double AA's. Take him to “The Library”. (as he changes money:) BUZZ Hey, what do you guys think of the Nooooooo! new recruits? Any Keepers? A sock puppet is pulled over Buzz‟s head. SPARKS CUT TO: Nah, disposable...! INT. BONNIE‟S BEDROOM - NIGHT STRETCH (CONT'D) Bonnie sleeps -- toys tucked next to her. Woody carefully Landfill! slips from under the covers. Bonnie stirs, moves her arm. KEN Woody freezes, leg in the air. She settles back to sleep. Cowgirl...? Dinosaur...? Woody tiptoes across the bed, looks around the room. TWITCH ZOOM IN -- Bonnie‟s backpack, hanging from her door handle. Toddler fodder! Woody pushes a chair to the door, climbs up, lifts a cape. They start placing bets again. The address on the backpack is revealed -- 1225 Sycamore. KEN WOODY How „bout that Spaceguy? He could be 1225 Sycamore! useful. MR. PRICKLEPANTS (O.S.) Buzz reacts, listening. Woody...! What‟re you doing? CHUNK He ain‟t the sharpest knife in the... 59 place where they keep the knives. Woody turns. Bonnie‟s Toys are watching from the bed. SPARKS WOODY Neither are you, Chunk. I... I gotta get out of here! LAUGHS. Twitch teases Ken. TRIXIE TWITCH You‟re leaving?! You got a little Keeper yourself, BUTTERCUP didn‟t‟cha, Ken? Didn‟t you have fun today? KEN WOODY Hey! Lay off, Twitch! Barbie‟s Of course I did! More „n I‟ve had in different! years, but... Y‟see, I belong to STRETCH someone else... Mr. Softy over here...! He holds up his boot, where “ANDY” is written. CHUNK BUTTERCUP Whaddaya expect from a girls toy? Who‟s “Yid-nah”? MR. PRICKLEPANTS 58 I believe it‟s pronounced “Yid-nay”. Ken stands, furious. DOLLY KEN Guys -- it says “Andy”! I‟m not a girls toy! I‟m not! Why WOODY do you guys keep saying that?!!! He‟s my Bonnie...! And he‟s leaving Twitch waves a hand. soon. I gotta get home! TWITCH PEA POD All them Toys are disposable. We‟ll Where‟s home? be lucky if they last us a week! WOODY Buzz reacts. He turns to go... And bumps into Big Baby. Elm Street. 234 Elm. Big Baby tosses Buzz on the table. The Gang quickly grabs (thinking) and subdues him. Ken smirks. You guys have a map? KEN DOLLY Well, well, looky who we have here. We‟re on it, Cowboy. Trixie...? BUZZ Trixie giggles.

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TRIXIE I‟ll fire up the computer! 61 INT. STORAGE CLOSET - NIGHT Lotso lifts Buzz‟s arm -- World Champion! His Gang The sock is pulled off Buzz‟s head. He‟s tied to a toy applauds dutifully. Lotso throws his arm around Buzz. chair in a closet lit with an overhead bulb. In shadows, LOTSO (CONT'D) Lotso‟s Henchmen lurk. Buzz struggles to free himself. We‟re callin‟ you up to the Big Leagues, son! From now on, you‟ll 60 have anything you want! BUZZ BUZZ Unhand me, you cowards! I demand to Excellent! I‟ll go get my friends. talk to Lotso! Lotso stops. KEN LOTSO Zip it, Buck Rogers! You don‟t talk Whoa, whoa! Hold on there, Boss! to Lotso „til Those Caterpillar kids need we someone say to play with...! you can... BUZZ Abruptly, the door opens. Lotso stands, astonished. But my friends don‟t belong there! LOTSO LOTSO Ken...?! What‟s going on here?! Oh, none of us do! I agree! Which is Why‟s this Toy tied up? why -- for the good of our community -- KEN we ask the newer toys, the stronger He... He got out, Lotso! ones, to take on the hardships the LOTSO rest of us can‟t bear anymore. Got out? Oh, no, no, no! This isn‟t Buzz frowns. how we treat our guests! BUZZ Lotso approaches Buzz, begins untying him. Well, I... I guess that makes sense. LOTSO (CONT'D) Lotso smiles. F.A.O. my Schwartz...! There you go. BUZZ I‟m so sorry. But I can‟t accept. We‟re a family. He frees Buzz. Buzz stands, casting a dark look at Ken. We stay together. BUZZ Lotso‟s smile fades. Lotso, there‟s been a mistake. LOTSO LOTSO Family man, eh? I understand. A mistake...?!!! (sharply) BUZZ Put him back in the “Time Out” chair. The children in the Caterpillar Room Big Baby grabs Buzz and slams him into the toy chair. are not age-appropriate for me and my BUZZ friends. We respectfully request a What are you...? What?! Unhand me! transfer to the Butterfly Room. LOTSO LOTSO Bring in The Bookworm. (gestures grandly) Well, request granted! 62 KEN Ken whistles. A RUSTLING from a shelf above, where rows of But, Lotso... files are cluttered. LOTSO BOOKWORM (O.S.) Hush now, Kenneth! This Toy‟s shown Hold on... Here it is! initiative! Leadership! Why, I‟d An aged Toy -- The Bookworm -- pushes aside files. say we found ourselves a Keeper! BOOKWORM (to others) It was filed under “Lightyear”. Hear that, everyone?! We got a He tosses a small booklet down to Lotso. Lotso opens the Keeper! booklet, flips through it. Buzz looks close, reacts --

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it‟s a Buzz Lightyear Instruction Manual. No, I really see him! In his room! LOTSO (realizing) Let‟s see here... Accessories... My other eye! The one I left behind! Maintenance... Oh, here we go! She concentrates fiercely. (reading) TRANSITION TO: “Remove screws to access battery INT. ANDY‟S ROOM - NIGHT - POV compartment...” From under the bed, we SEE college boxes piled up by the Big Baby pushes Buzz down, holding him while Sparks opens open door. Andy crosses frame, carrying another box. Buzz‟s battery compartment. Screws drop to the floor. MRS. POTATO HEAD (V.O) BUZZ This is so weird...! He‟s packing What are you doing?! Let go of me! up... Uh-oh. Oh, here comes Buster. LOTSO Buster sniffs under the bed, right toward her eye. (reading) MRS. POTATO HEAD (V.O.) “To return your Buzz Lightyear Action Outta the way! Get away! Figure to its original factory settings, slide the switch from PLAY 64 to DEMO...” Buster yawns, turns, and walks out of FRAME. Lotso looks up, nods. Twitch looks -- inside the panel is MRS. POTATO HEAD (V.O.) a MODE switch. He reaches for it. Buzz struggles. Okay, Andy‟s in the hall. He‟s BUZZ looking in the attic. Wait, there‟s Stop! No...! No...!!! NOOOOO!!! Mom. Why is he so upset? INT. CATERPILLAR ROOM - NIGHT Andy gestures -- I left the Toys right here! Mom shrugs. The Toys sit near the door. The echo of Buzz‟s scream is Andy picks up a trash bag. Then Andy‟s Mom remembers -- heard. They turn. her hands fly to her face. Andy slaps his forehead. JESSIE MRS. POTATO HEAD (V.O.) What was that? Oh, no! Oh, this is terrible! HAMM TRANSITION BACK: Sounds like it came from the hall! INT. CATERPILLAR ROOM - NIGHT MRS. POTATO HEAD Mrs. Potato Head puts her eye back in, looks at the others. I‟ll see what it was! MRS. POTATO HEAD He‟s looking for us! Andy‟s looking 63 for us! She marches to the door and plucks out her remaining eye. JESSIE She holds it under the door, sweeping it back and forth. He‟s looking for us?! INT. HALLWAY - NIGHT REX Mrs. Potato Head‟s Eye, held by her hand, looks up and down So, Andy the hallway. does INT. CATERPILLAR ROOM - NIGHT want us! I knew it! I The Toys gather around her. just JESSIE knew Whaddaya see? Anything...? it!!! POV, PANNING -- The hall is dark and empty. Suddenly, a Rex picks up an Alien, does a happy dance. VISION of Andy in his room FADES IN over the dark hallway. MRS. POTATO HEAD MRS. POTATO HEAD I think he Nah, just a dark hallway and... did Wait, wait...! I see Andy! mean to put us in the The other Toys look at each other, disbelieving. attic! JESSIE SLINKY What?! Well, then Woody was telling the truth! MR. POTATO HEAD MR. POTATO HEAD That‟s impossible...! Holy cow! MRS. POTATO HEAD HAMM

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And you didn‟t believe him! Except me! Give it back, you furry MR. POTATO HEAD air freshener! Hey, you didn‟t believe him first! He steps up to retrieve the mouth. Lotso holds it above Jessie stands -- fire in her eyes. him. He finally grabs it. Jessie heads for the door. JESSIE JESSIE Guys, we gotta... We gotta go home! C‟mon, guys -- we‟re going home 65 . CREAK -- A door opens. Light spills in. The Toys turn. LOTSO Lotso saunters in with his Gang. Whoa, Missy! You‟re not going JESSIE anywhere. Lotso...! JESSIE LOTSO (over her shoulder) How‟re y‟all doin‟ this fine evening? Oh, yeah? And who‟s gonna stop us? JESSIE Jessie almost collides with a blank-faced Buzz, stepping Oh, thank heavens! from the shadows. Jessie and the others are thrilled. Jessie rushes to him. The others follow. REX JESSIE (CONT'D) Buzz! You‟re back! Have you seen Buzz? He runs -- arms open -- to greet him. Buzz makes a Kung-Fu MRS. POTATO HEAD sound, strikes a pose. There‟s been a mistake! We have to REX (CONT'D) go! Buzz...? LOTSO WHAM!!! Buzz tackles Rex, slamming him to the floor. Go?! Why, you just got here! In the JESSIE nick of time, too! We were runnin‟ Hey! low on volunteers for the Little Buzz leaps and kicks, spins the Toys around, and knocks Ones! They just their legs from under them. love SLINKY new Toys, now Buzz! don‟t they? The Toys fall to the floor, stunned. Buzz stands atop MR. POTATO HEAD them, salutes. Love?! We‟ve been chewed! Kicked! BUZZ Drooled on! Prisoners disabled, Commander Lotso! MRS. POTATO HEAD JESSIE Just look at my pocketbook! Buzz? What are you doing...? She holds up her chewed purse. Lotso bends down, amused. BUZZ LOTSO Silence, minions of Zurg! You‟re in Well, here‟s the thing, Sweet Potato the custody of the Galactic Alliance! -- you ain‟t leavin‟ Sunnyside. MRS. POTATO HEAD 67 Sweet Potato?! Who do you think REX you‟re talking to? I have over Zurg...? thirty accessories and I deserve more MR. POTATO HEAD respec-- Galactic Alliance...? Abruptly, Lotso yanks her mouth off. Everyone is shocked. HAMM LOTSO Huh-boy...! Ahh...! That‟s better! LOTSO Lotso‟s Henchmen snicker. Good work, Lightyear. Now lock „em up! BUZZ 66 Yes, sir! MR. POTATO HEAD JUMP CUTS -- Buzz and Lotso‟s Gang herd the Toys into the Hey! No one takes my wife‟s mouth!!! room‟s wire-mesh cubbies.

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Jessie fights back -- taking out Chunk and Sparks. Stretch Don‟t touch me! We‟re through! grabs her from behind, puts her in a wire cubby, shuts it. She stalks off. Ken is devastated. Then Barbie turns, STRETCH walks back to him. He smiles. Where do you think you‟re going?! BARBIE (CONT'D) Jessie reaches through the cubby wire to Buzz‟s shoulder. And gimme my scarf back! JESSIE She yanks the ascot off his neck. Buzz...?! We‟re your friends! KEN He swats her hand away. Oww! BUZZ Barbie is slammed into a cubby. Lotso surveys the room. Spare me your lies, Temptress! Your Emperor is defeated. And I‟m immune 69 to your... Bewitching good looks. LOTSO He turns, ramrod straight, and walks off. Lightyear! Explain our overnight Big Baby lifts Mrs. Potato Head to a cubby. Mr. Potato accommodations. Head intercedes. BUZZ MR. POTATO HEAD Yes, sir! Hey, Mongo! Keep your paws off my Buzz strides past the Toys, each trapped in a cubby. wife! BUZZ (CONT'D) Big Baby drops Mrs. Potato Head in the cubby, turns and Prisoners sleep in their cells! Any picks up Mr. Potato Head. Prisoner caught outside their cell MR. POTATO HEAD (CONT'D) spends the night in The Box! Hey, what are you doing? Let go of EXT. PLAYGROUND - NIGHT me you drooling doofus! Potato Head is carried to a covered sandbox. Big Baby Lotso steps in. lifts the sandbox cover, tosses Potato Head in. Potato Head reaches out, begging for mercy... 68 BUZZ (O.S.) LOTSO Roll call at dusk and dawn! Any Wait! I think this Potato needs to Prisoner misses roll call spends the learn himself some manners! Take him night in The Box! to The Box. ...Big Baby lowers the lid, closing into BLACKNESS. Big Baby hoists Potato Head up and toddles off. INT. CATERPILLAR ROOM - NIGHT MR. POTATO HEAD Buzz rattles off the rules. Jessie grows impatient. Where‟re you taking me? Put me down, BUZZ you moron! Bad baby! Bad baby!!! Prisoners do not speak unless spoken They toddle past Barbie as she enters the room, confused. to! Any Prisoner talks back spends BARBIE the night... Ken...?! What‟s going on?! JESSIE KEN ...In The Box. We get it. Barbie...! I told you to wait in Buzz whips around. Lotso puts a calming hand on him. the Dream House! LOTSO Ken puts an arm around her, leading her out. At ease, soldier! They‟re BARBIE neutralized! But remember: They‟ll What‟re you doing to my friends? say anything to make you doubt Barbie looks over her shoulder as Sparks the Robot tosses yourself! an Alien into a cubby. Twitch slams it shut. BUZZ BARBIE (CONT'D) Don‟t worry, Commander! Any doubt I Hmmph! had got pounded out of me at the She slaps Ken‟s arm away and turns to join the Toys in Academy! solidarity. Ken tries to grab her. Lotso climbs on a podium of ABC blocks -- jovial, relaxed. KEN Wait, Barbie! 70 BARBIE LOTSO

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Listen up, folks! We got a way of Ecstatic, he hugs Bonnie‟s toys, leaps off the desk, does a doing things here at Sunnyside! If happy dance across the floor, strides to the kitchen door. you start at the bottom, pay your WOODY (CONT'D) dues... Life here can be a dream I‟m going to college! Look at me, come true! But if you break our I‟m big toy on campus! Hello! Hey! rules, step outta line, try to check I‟ll see you at the Sock Hop! out early? Well... You‟re just DOLLY hurtin‟ yourselves. Okay, Potsie! He takes out Woody‟s hat, tosses it. It slides across the Woody starts to slip through a pet door. floor to Jessie‟s cubby. The Toys gasp in horror. WOODY JESSIE Oh, hey, listen -- if any of you guys Woody...! ever get to Sunnyside Day Care? You (to Lotso) tell „em Woody made it home! What‟d you do to him?! Bonnie‟s Toys gasp. Lotso sits back in his truck bed, taps his cane. DOLLY LOTSO You came from Sunnyside?! Y‟all get a good night‟s rest! You TRIXIE got a full day of play time tomorrow. But... How‟d you escape?!!! Lotso chuckles as he and his cronies drive off. Buzz WOODY remains behind, standing guard over the “cell block”. It wasn‟t easy, I... What do you The Toys grasp the bars of their cubbies -- the horrible mean “escape”? truth of their situation hitting home. Bonnie‟s Toys trade glances. Pricklepants steps forward. INT. KITCHEN - NIGHT MR. PRICKLEPANTS CLOSE ON -- A computer keyboard. Woody types an address. Sunnyside is a place of ruin and WOODY despair, ruled by an evil bear who 1-2-2-5... Sy--ca--more... smells of strawberries! BLOOP -- Suddenly, an IM WINDOW pops up on the SCREEN. WOODY WOODY (CONT'D) Lotso...?! Who‟s “VelociSTAR237”? Trixie pushes in. 72 TRIXIE BUTTERCUP Oh...! That‟s just a dinosaur toy He may seem plush and huggable on the down the street. That‟s nothing. outside. But inside, he‟s a monster! Lemme just take care of that! WOODY (beat) But... How do you know that? Just a MR. PRICKLEPANTS dinosaur Chuckles... He‟ll tell you! ...! They turn -- with awe and respect -- to a toy clown, Woody finishes typing. Chuckles, sitting on a sill, staring grimly out the window. Woody steps forward. 71 CHUCKLES WOODY Yeah, I knew Lotso. He was a good All right. Sy--ca--more... Okay, toy. A friend. Me and him, we had “Enter”! the same kid -- Daisy... Trixie hits the Return. Slowly, a map begins to assemble. INT. DAISY‟S LIVING ROOM - DAY - FLASHBACK WOODY (CONT'D) A freckle-faced five-year-old, DAISY, unwraps a gift under Please don‟t be far! Please! a Christmas tree and finds a fresh, smiling Lotso inside. The map resolves itself. The route to Andy‟s house is a CHUCKLES (V.O.) short “Z” -- less than two blocks away. Woody is amazed. I was there when Lotso got unwrapped. WOODY (CONT'D) She hugs him -- love at first sight. Right around the corner...?! It‟s CHUCKLES (V.O.) right around the corner!!! Daisy loved us all, but Lotso...

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Lotso was special. FAST ZOOM -- Tucked beside her is a brand-new Lotso Bear. INT. DAISY‟S HOUSE - DAY - FLASHBACKS QUICK CUTS: Daisy takes Lotso everywhere -- jumping through 74 a lawn sprinkler; pushed on a swing; in bed while she reads TRACK IN ON -- Lotso. His Universe is shattered. to him, etc. He gazes lovingly at her. Lotso drops from the window. Rain begins to fall. CHUCKLES (V.O.) CHUCKLES (V.O.) (CONT'D) They did everything together. You Something changed that day inside never seen a kid and a toy more in Lotso. Something snapped... love. Lotso‟s face hardens. Big Baby stares -- uncomprehending. EXT. STATION WAGON - DAY - FLASHBACK LOTSO Daisy sits in the back of a station wagon, Lotso in her She replaced us. C‟mon! lap. Big Baby and Chuckles are buckled in beside them. He turns to go, but Big Baby and Chuckles stay put. CHUCKLES (V.O.) YOUNG CHUCKLES One day, we took a drive... No, she only replaced yo--! Lotso turns on Chuckles. 73 LOTSO EXT. REST STOP - DAY - FLASHBACK She replaced At a rest stop, Daisy‟s Family has lunch in the grass while all Daisy plays happily with Lotso, Chuckles, and Big Baby. of us! Didn‟t she?! CHUCKLES (V.O.) Chuckles shrinks back, cowed. Big Baby looks at the Hit a rest stop, had a little play pendant, turns and begins climbing up towards Daisy‟s time. window. Lotso walks back to Big Baby and yanks him down. Daisy‟s Mom waves a sandwich. Daisy puts down the Toys and LOTSO (CONT'D) runs to join her family. She don‟t love you no more! Now DISSOLVE TO: come on! A sleeping Daisy is carried to the car. He rips the pendant off, throws it away, and stalks off. CHUCKLES (V.O.) (CONT'D) Chuckles and Big Baby are left behind -- heart-broken. After lunch, Daisy fell asleep EXT. TRUCK BUMPER - NIGHT . Lotso, Chuckles, and Big Baby hunch in the red, tail-lit A seat belt is clicked around the sleeping Daisy. The car glow of the bumper of a delivery truck as it drives through drives off. swirling rain. Their eyes are dead, hopeless. Daisy‟s Toys sit up, their worst fears come true. CHUCKLES (V.O.) DISSOLVES: We were lost. Cast off. Unloved. Lotso peers down the road, keeping vigil as the sun sets. Unwanted... Days pass. Rain falls. The forgotten Toys remain. The truck hits a pothole, knocking them off the bumper. CHUCKLES (V.O.) (CONT'D) They hit the pavement, tumble into a puddle in front of... She never came back. EXT. SUNNYSIDE DAY CARE, FRONT ENTRANCE - NIGHT CLOSE -- A heart-shaped pendant reads, “My heart belongs It‟s dark. Rain pours. Lotso, Chuckles, and the Baby lift to...” A child‟s writing shows Daisy‟s name and address. their faces from the puddle. Lotso reads the pendant, hung around Big Baby‟s neck. He A FLASH of lightning reveals the Sunnyside Day Care Center. sets off across the fields. Chuckles and Big Baby follow. CHUCKLES (V.O.) (CONT'D) 75 Lotso wouldn‟t give up. It took CHUCKLES forever, but we finally made it back Then we found Sunnyside. But Lotso to Daisy‟s. wasn‟t my friend anymore.. EXT. DAISY‟S HOUSE - DUSK . Lotso, Chuckles and Big Baby stand in the bushes outside Lotso stands, eyes narrowed. He limps towards the Day Daisy‟s window -- muddy, worn. Big Baby boosts Lotso and Care. Chuckles and Big Baby watch from the puddle. Chuckles to the window sill. They peer in. Through the Lightning FLASHES. window, Daisy lies in her bed, reading a picture book. MATCH CUT: CHUCKLES (V.O.) INT. KITCHEN - DAWN But by then, it was too late. Chuckles, remembering. Woody listens, rapt.

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CHUCKLES Buzz snaps to attention, salutes. ...He wasn‟t anyone‟s friend. He BUZZ took over Sunnyside, rigged the whole Commander Lotso, Sir! All quiet! system. Nothing to report! He reaches in his pocket, pulls out Big Baby‟s pendant. LOTSO WOODY Excellent, Lightyear! C‟mon -- we So... How‟d you get out? need you back at Star Command! CHUCKLES Buzz hops in the back of the truck. I got broke. Bonnie found me, took MRS. POTATO HEAD me home. Other Toys, they weren‟t so Wait! What you have you done with my lucky. husband?! (voice quavers) LOTSO It ain‟t right, what Lotso done! New Big Baby...? toys -- they don‟t stand a chance! Big Baby steps forward and tosses a dazed Mr. Potato Head Woody looks up. into the room -- coughing, groaning, covered in sand. WOODY But... My friends are in there! 77 BUTTERCUP The Toys gasp. Mrs. Potato Head reaches out. You can‟t go back! It‟s too MRS. POTATO HEAD dangerous! Sweetheart...! MR. PRICKLEPANTS MR. POTATO HEAD Returning now would be suicide! It was cold...! And dark...! DOLLY Nothing but sand and a couple of But what about your... “Andy”? Lincoln Logs... TRIXIE HAMM Isn‟t he leaving tomorrow? I don‟t think those weren‟t Lincoln TRACK IN ON -- Woody, torn. Logs. Lotso addresses the room. 76 LOTSO INT. CATERPILLAR ROOM - DAWN Y‟all get ready -- you got a play- The room is still. A HARMONICA plays mournfully. date with destiny! TRACK down the cubbies -- The Toys grip the bars, forlorn. CUT TO: CRANE TO REVEAL Hamm, playing the harmonica. A BELL -- Ringing. Suddenly, Buzz pounds on Hamm‟s cubby. Bonnie runs down the hall and enters the Butterfly Room. BUZZ INT. BUTTERFLY ROOM - DAY Quiet, musical hog! Knock it off! The room thrums with the happy CHATTER of young kids. Hamm stops playing, sighs Bonnie drops off her backpack at the lockers, rushes off. . STAY on her backpack. It unzips. Woody peers out, then Buzz moves off. Bullseye looks surreptitiously scrambles to the top of a bookshelf. at Woody‟s hat, whimpers sadly. Jessie pats his muzzle. INT. CEILING CRAWL SPACE, BUTTERFLY ROOM - DAY JESSIE Woody pushes aside an acoustic panel, climbs in the crawl Oh, Bullseye... I miss Woody, too. space above the tiles, and slides the panel back in place. She turns away, bows her head. O.S. -- Children‟s SHRIEKS. Woody turns. JESSIE (CONT'D) INT. CEILING CRAWL SPACE, CATERPILLAR ROOM - DAY But he ain‟t ever comin‟ back. Crawling, Woody follows the noise, puts his ear to a tile. Jessie lifts her boot, revealing “ANDY” written underneath. INT. CATERPILLAR ROOM - DAY Her eyes fill with regret. Woody pulls up the ceiling tile and drops onto an empty The bathroom door bursts open. A Tonka truck races in the reading loft, furnished with pillows and bean bag chairs. room -- Lotso in the back, his Gang hanging off the sides, He creeps to the edge of the loft and scans the room. WHOOPING it up. The truck comes screeching to a stop. LOTSO 78 Rise and shine, Campers! POV -- Below, a Toddler uses Rex to hammer a bongo drum.

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Another Toddler holds a Potato Head in each hand, then locked. Keys are left dangling on a hook in the office. smashes them to the ground. Their pieces scatter. LIFER (V.O.) (CONT'D) A child swings Jessie by her hair, releases her. Jessie ...Locked every night, inside and slams into a wall, drops to the floor. out. Keys are left on a hook in the Woody is horrified. office. Then, off-screen, a toy-phone bell RINGS. WOODY (V.O.) Woody turns. A Fisher Price Phone, The Lifer, wheels into Got it. What else? view. He RINGS again, drops his receiver, retreats into SHOTS -- Night. Toy Trucks patrol the empty halls of the shadows. Woody creeps to the phone, lifts the receiver. Day Care. Outside, Trucks patrol the deserted playground. WOODY LIFER (V.O.) Uh... Hello...? Lotso has trucks patrolling all night The Lifer‟s voice is hoarse and grizzled. long. Hallway. Lobby. Playground. LIFER WOODY You shouldn‟a come back, Cowboy. Yeah, yeah... What about the wall? They cracked down hard since you SHOTS -- TRACKING along the mural-covered cinder block wall. left. More guards. More patrols. LIFER (V.O.) You and your friends ain‟t ever Eight feet high. Cinderblock. No gettin‟ outta here now. way through it. You go over or WOODY under. I made it out once... Woody frowns. LIFER WOODY You got lucky once. Want my advice? That‟s it?! Doesn‟t seem so bad. Keep your heads down. You‟ll survive. LIFER WOODY It‟s not. Your real problem‟s The Yeah? For how long? Monkey. LIFER (squints like Clint) 80 I been here years. They‟ll never INT. OFFICE - NIGHT break me. There‟s only one way Toys A TOY CHIMP sits at the console of security monitors. leave this place... LIFER (V.O.) The Lifer rolls forward. Through the window, the Janitor -- The Monkey‟s the Eye in the Sky... across the yard -- dumps the broken Toy Train into a trash CLOSE ON -- THE MONKEY‟S EYES chute. Woody shudders -- he‟s just witnessed a Toy death. The bank of monitors is reflected in them. LIFER (CONT'D) LIFER (V.O.) (CONT'D) Poor fella. Trash truck comes at He sees everything... dawn. Then it‟s off to The Dump... INT. CATERPILLAR ROOM - NIGHT Woody bends down, respectful. A Toy Bunny slips through the bars of his cubby, scampers toward the hallway door. 79 LIFER (V.O.) WOODY ...Classrooms.. I appreciate your concern, Old Timer. . But we have a kid waiting for us. INT. OFFICE - NIGHT Now we‟re leaving. If you‟d help us The Monkey, staring at the security monitors, sees the -- one toy to another -- I‟d sure be Bunny on screen, bares his teeth and SCREECHES, presses the grateful. PA button, and begins furiously banging his cymbals. The Lifer sighs. INT. CATERPILLAR ROOM - NIGHT LIFER The Bunny -- busted -- freezes and looks around in a panic. Well, if you‟re gonna get out... The hall door opens and Lotso and his Gang step in. Big First thing you gotta get through‟s Baby lurches toward the Bunny menacingly. the doors. INT. HALLWAY - NIGHT SHOTS -- FAST TRACKING IN on knobs of the playground door; A Patrol Truck passes down a dark hallway. A Toy Penguin, the hall door; the office door. Each door is shut and hidden, peeks out of a potted plant, jumps to the floor.

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LIFER (V.O.) You‟re alive!!! ...Hallways... HAMM He waddles for the front door. Hey, Buddy! ZOOM UP to a security camera at the end of the hall. WOODY INT. OFFICE - NIGHT „Course I‟m alive...! The Monkey sees the Penguin, hits the PA button, and begins (sees Bullseye) SCREECHING and banging cymbals. Hey, my hat!!! Woody takes his hat from Bullseye, puts it on. 81 WOODY (CONT'D) INT. HALLWAY - NIGHT Wait. Where‟s Buzz? The Penguin is surrounded by Patrol Trucks. He puts his REX wings up. Big Baby pushes his way through the trucks, Lotso did something to him! intent on meting out prompt and thorough justice. SLINKY EXT. PLAYGROUND - NIGHT He thinks he‟s a Space Ranger again! A trio of Plushies use a dart gun to fire a dart, tied with WOODY string, over the wall. They begin scaling the wall. Oh no... LIFER HAMM ...Even the playground. Oh yes. “Return of the Astro Nut!” INT. OFFICE - NIGHT JESSIE The Monkey sees the Plushies, SCREECHES his alarm. Oh, Woody, we were wrong to leave EXT. PLAYGROUND - NIGHT Andy. I A spotlight hits the Plushies. Within the spotlight rises ... I the silhouette of Big Baby, arms lifted. was wrong... INT. CATERPILLAR ROOM - DAY MR. POTATO HEAD The Lifer lays it on the line for Woody. Jessie‟s right, Woody -- she LIFER was You can unlock doors, sneak past wrong! guards, climb the wall... But if you WOODY don‟t take out that Monkey, you ain‟t No, no. It‟s my fault for leaving goin‟ nowhere. Y‟wanna get outta you guys. From now on, we stick here? Get ridda that Monkey! together. SMASH TO: The Toys smile, reassured. INT. CATERPILLAR ROOM - DAY A bell RINGS. The Toddlers -- playing rough -- look up. 83 TEACHER SLINKY Okay! Recess! But... Andy‟s leavin‟ for college! She opens the playground door. The Toddlers drop the Toys, JESSIE rush outside. The Teacher hits the lights, closes the door. College!!! Hog-tie the mailman!!! Jessie and the Toys sit up, groaning and aching. We gotta get you home before Andy WOODY (O.S.) leaves tomorrow! Pssst...! Pssst...! Hey, guys...! HAMM Tomorrow...? But, that means... 82 WOODY They look over. From a puppet theater, Woody waves. It means we‟re busting outta here JESSIE tonight. Woody? Woody!!! MRS. POTATO HEAD REX What?! Impossible! Woody! REX MRS. POTATO HEAD But there‟s no way outta here! Thank goodness! WOODY They quickly run and gather around him, rejoicing. No, there SLINKY is

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one way out. One way... it, uses it to snag the clothing line of kids‟ paintings. He turns. Potato Head reaches the bathroom, bangs on the door, then RACK FOCUS -- Through the window is the trash chute on the turns to face Buzz, Ken, and Big Baby. They surround him. maintenance shed. Woody turns to the Toys. They huddle. WOODY (CONT'D) 85 Okay, here‟s the plan... INT. FRONT OFFICE - NIGHT INT. CATERPILLAR ROOM - NIGHT The Monkey, at the security console, sees Buzz and Ken Ken, dapper in an evening robe, conducts his nightly roll corner Potato Head. He leans in to watch. call. He‟s trailed by Buzz. Big Baby stands guard. KEN KEN Little late for a stroll, eh, Potato Cowgirl... Head? JESSIE MR. POTATO HEAD Here. That‟s KEN Mr. Horse... Potato Head to you, Bullseye WHINNIES. Smoothie! KEN (CONT'D) PAN and ZOOM past the distracted Monkey to another monitor. Piggy bank... On it, Slinky slips out of his cubby cell. HAMM KEN (O.S.) Yo. You‟re turning out to be quite the trouble-maker, aren‟t ya? 84 INT. CATERPILLAR CLASSROOM - NIGHT INT. CEILING CRAWL SPACE, CATERPILLAR ROOM - NIGHT Behind Ken and Buzz, Slinky runs to the middle of the room. From above, Woody watches through a ventilation grate. KEN (O.C.) KEN What‟d you think you were gonna do? Tyrannosaurus... Waltz right outta here? REX Woody grabs a bag of marbles, grasps the clothesline, jumps. Here. MR. POTATO HEAD (O.C.) KEN And I would‟a got away with it too, Barbie... if it weren‟t for you meddling Toys! BARBIE Woody lowers via the clothesline, drops the bag of marbles, Here... grabs Slinky, and ascends back up to the ceiling. INT. CATERPILLAR ROOM - CONTINUOUS MR. POTATO HEAD (CONT'D) Ken strolls on. Ya ascot-wearin‟ pink-noser! Mr. KEN Brains-Sold-Separately!!! Potato Head... Potato Head? He kicks Ken. Ken yelps, turns to Big Baby. Silence. Buzz backs up, looks in the cubby. KEN BUZZ Take him back to The Box! Hey! Tuberous Root Man! Wake up! Big Baby grabs Potato Head, lifts him off the ground. Buzz rattles the bars. An actual potato rolls to the front MR. POTATO HEAD of the cubby -- a dummy potato, as it were. No! Not The Box! I‟m sorry! I BUZZ (CONT'D) didn‟t mean it! I like ascots! Impossible! Really! No... No! Noooooo!!! A NOISE. Ken and Buzz turn. They disappear through the bathroom door. Potato Head is at the window, struggling with the locks. BUZZ (CONT'D) 86 Hey! INT. CEILING CRAWL SPACE - NIGHT Potato Head sees he‟s been spotted. He jumps off the sill Woody and Slinky watch as Potato Head is dragged off. They and sprints to the bathroom door. close the ceiling panel. Buzz and Ken run across the room. Big Baby toddles after WOODY them. As they EXIT FRAME we TILT UP to find... Okay, check... Woody, in a hanging light, takes out a pipe cleaner, bends INT. CATERPILLAR CLASSROOM - NIGHT

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Ken turns to Buzz. INT. FRONT OFFICE - NIGHT KEN The Monkey sits motionless, staring maniacally at the Good work, Lightyear! Resume your, security monitors. The only sound is a TICKING clock. uh... Space-guy... Thing-y! Woody, clutching a pouch, drops into FRAME behind the Monkey BUZZ as Slinky, holding Woody‟s ankles, lowers Woody head-first. Yes, sir, Well-Groomed Man! Woody -- dangling -- begins swinging closer and closer to He salutes, departs. Ken turns to go. the Monkey. BARBIE (O.C.) The Monkey frowns at a reflection in the monitor. Ken...?! Ken...! The Monkey whips around, SCREECHING. Slinky slips. He and Ken stops. Barbie waves to him. Ken looks around, then Woody land on the Monkey, knocking the mic to the ground. approaches warily. Barbie is tearful. The Monkey HISSES, leaps off the desk, runs for the mic. KEN Woody lunges for the Monkey, but misses. He grabs the What do microphone cord and whips it, tripping the Monkey. you Woody grabs the Monkey. The Monkey flips himself on top of want? Woody and starts crashing his cymbals against Woody‟s head. BARBIE I can‟t take it here, Ken! I want to 88 go to the Butterfly Room! With you! WOODY KEN Go... Get... The... Tape!!! Yeah, well, you should‟a thought of Slinky runs to a Scotch tape dispenser, grabs the tape with that yesterday. his teeth, heads back toward Woody. The Monkey turns, sees BARBIE Slinky charging, tape in his mouth. He SCREECHES. I was wrong! I want to be with you, CUT TO BLACK Ken! In your Dream House! Take me INT. KEN‟S DREAM HOUSE, BUTTERFLY ROOM - NIGHT away from this! Take me away! Ken and Barbie ride the Dream House elevator to the top She breaks down sobbing. Ken is torn. Finally, he gives floor. Ken opens the door. in -- no match for a woman‟s tears. KEN KEN And this... Is where the magic Darn it, Barbie...! happens. He moves closer, speaks low. FAST PULL BACK to REVEAL the living room of his Dream KEN (CONT'D) House. Racks of clothes line the walls. Barbie gasps. Okay, but, things are complicated BARBIE around here. You gotta do what I say! Look at all your clothes!!! I can‟t believe you never brought me up here! 87 Barbie flips through the racks. Ken joins her. BARBIE BARBIE (CONT'D) (tears of gratitude) Tennis whites! Mission to Mars! I will, Ken! I promise! KEN Satisfied -- and a little smug -- he pulls open the cubby. I know, I know! Check this out -- INT. SANDBOX - NIGHT “Kung-Fu Fighting”! “Campus Hero” Big Baby opens the lid of the Sand Box. with matching sports pennant, huh?! MR. POTATO HEAD BARBIE Wait! I‟ll do anything...! I‟ll Flower Power...!!! Oh, Ken...! change your diapers! Ken pivots away, his mood turning to melancholy reflection. Big Baby tosses Potato Head in, lowers the lid. KEN EXT. PLAYGROUND - NIGHT No one appreciates clothes here, Big Baby turns and walks off. STAY ON the sand box. Barbie. TRACK IN to find a wood knot in the side of the box. (then, bitter:) It pops out, falls to the ground. Potato Head‟s hand No one emerges, clutching his eye. It looks around. . One by one, Mr. Potato Head‟s parts fly out the hole and Barbie walks up behind him. land on the ground, next to the sandbox. BARBIE

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Ken... Would you model a few outfits He pulls the “cell” from the cubby and they tumble out. for me? Just a few? HAMM Ken is stunned -- no one‟s ever asked this of him. Take that, Walnut-Brain! No wonder Throbbing DISCO begins. you‟re extinct! Jessie and Bullseye steal out of their cubbies while Buzz 89 gets between Hamm and Rex, holding them apart. FASHION MONTAGE -- QUICK CUTS BUZZ Ken emerges from behind a screen, sporting some of the most Hey, you can‟t hit each other! insane Ken outfits ever -- „90s, „80s, „70s, even 1960s -- That‟s my job! with matching accessories. JESSIE (O.C.) Ken strikes just the right pose for each outfit -- slinging Yoo-hoo! a jacket over his shoulder; doing “The Frug” in a fringe Buzz looks up. Jessie and Bullseye stand on a bookcase vest; polka-ing in Lederhosen; scuba moves; break dancing. above him, holding an empty, clear plastic toy bin. Barbie sits watching, enthralled. She laughs, claws her They leap, slamming the bin over Buzz. Hamm and Rex leap hand, growls like a cat. Finally, she applauds wildly. on top of it, pinning it to the floor. Ken grins -- exceptionally pleased with himself. BUZZ INT. OFFICE - NIGHT (muffled) Woody and Slinky finish taping up the struggling Monkey. Help! Prison riot! Slinky opens a desk drawer. Woody rolls the Monkey in. Buzz FIRES his laser in a circle at the side of the bin. Slinky pushes it closed. He charges at the wall, hits it, and falls over. SLINKY Jessie turns to Bullseye. Go get the key! JESSIE Woody runs to a bulletin board above the desk. Get the tortilla! WOODY Bullseye heads to a locker, pulls out a lunch box. Jessie Where is it...? Where is it...? opens it. Inside is a tortilla. Jessie grabs it, dashes Where‟s the key? to the door, slides it under. She knocks and runs off. He finds the keys, buried under push-pinned papers. WOODY (CONT'D) 91 Bingo! EXT. PLAYGROUND - NIGHT Slinky toggles a security camera joystick. The tortilla lays outside. From the shadows, one of Potato INT. CATERPILLAR ROOM - NIGHT Head‟s arms appears, crawls over, grabs the tortilla, and Jessie sees the security camera panning back and forth. drags it into the darkness. One by one, the parts implant She turns, whispers. themselves in the tortilla. The Tortilla stands unsteadily, JESSIE looks around, blinks, then heads off across the playground. Yodel-Lay-Hee-Hoooooo...!!! INT. KEN‟S DREAM HOUSE, BUTTERFLY ROOM - NIGHT A few cubbies down, Hamm and Rex share a look. Ken -- headband on -- is behind a shoji screen. ANGLE -- Buzz, patrolling... KEN HAMM (O.S.) Ready? Hey! Whadda you think you‟re doin?! BARBIE (O.C.) Buzz stops, turns. Ready...! Ken leaps from behind the screen in a Karate Gi and does a 90 series of fighting moves, kicking and punching the air. In the cell, Hamm plugs his cork into his belly. KEN HAMM Haiii-Yaaa! Wah! Whaaa-aaa-aaa -- I told you -- keep your hands off of He freezes mid-pose. Barbie isn‟t there. my stuff! KEN (CONT'D) Rex raises his fists, trying to sound tough. Uh... Barbie? REX Barbie leaps out of nowhere, tackling Ken. Ken lands on Make a move, Porky! his chest. Barbie grabs his head, spins it 180 degrees. Hamm jumps Rex. They grapple. Buzz runs over. BARBIE BUZZ No more games, Ken. What did Lotso do Hey! No fighting! Break it up! to Buzz, and how do we get him back?

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Ken is secretly thrilled to have Barbie straddling his Barbie picks up a Nehru jacket. Ken gasps in horror. chest, talking tough. He is defiant. BARBIE KEN Oooohh!! A Nehru jacket! You can‟t make me talk! You can‟t! KEN Barbie glares at him, eyes narrowing. Barbie!!! Not the Nehru...! Ken -- unable to contain his excitement -- blurts out: BARBIE KEN (CONT'D) This is from, what -- 1967? ...But I‟d like to see you try!!! KEN INT. HALLWAY - NIGHT The Gruvvy Formal Collection, yes! A Security truck patrols the hall. As it passes, the BARBIE office door opens. Woody peers out. What a shame... KEN 92 Oh, no! No! No, no, no...!!! INT. OFFICE - NIGHT Barbie pulls at the seams. A stitch POPS. Ken cracks. Slinky is poised with a key attached to a rubber-band sling KEN (CONT'D) shot. Slinky pulls it back. Woody signals “Go!” There‟s an instruction manual! Lotso Slinky releases the slingshot. It shoots the key under the switched Buzz to Demo Mode...! door, across the hall and into the Caterpillar Room. He breaks down, sobbing. Barbie, steely, grabs Ken. INT. CATERPILLAR ROOM - NIGHT BARBIE Jessie stops the key with her boot, picks it up. Where‟s that manual? EXT. PLAYGROUND - NIGHT INT. UTILITY CLOSET - NIGHT Mr. Potato Head hoists himself up a tricycle and onto a A sleepy Bookworm pulls the Buzz Lightyear Manual from his classroom window ledge. He peers in. stacks, hands it down to a waiting Figure in a SPACE SUIT. Inside the Butterfly Room, Lotso is asleep. Potato Head BOOKWORM turns and uses the trike‟s mirror to catch a moonbeam. I don‟t know why this can‟t wait til INT. CATERPILLAR ROOM - NIGHT morning, Ken, but... Here ya go! Mrs. Potato Head, on the sill by the door, sees the signal. The Figure salutes, turns, walks off. The Bookworm turns She uses the key to unlock the door. away, then hears an odd CLICKING. He turns back, stares. EXT. PLAYGROUND - NIGHT POV -- The Space-Suited Figure is wearing pink high heels. The door opens. Jessie, Bullseye, Mrs. Potato Head and the The Bookworm rolls his eyes -- Ken! -- and turns away. Aliens slip outside. As a SPOTLIGHT sweeps past, they duck behind a traffic cone then creep off across the playground. 94 INT. KEN‟S DREAM HOUSE, BUTTERFLY ROOM - NIGHT INT. CLASSROOM CEILING CRAWL SPACE - NIGHT Ken is tied to a paddle-ball paddle by the ball‟s string. SLINKY He glowers as Barbie browses through his racks of clothing. What‟s takin‟ so doggone long? BARBIE A KNOCK. Woody slides the ceiling panel, revealing Barbie Let‟s see -- Hawaiian surf trunks... in the Space Suit, helmet off. She holds them up, then RIPS them apart. Ken is horrified. WOODY KEN So how do we fix Buzz? Barbie, those were vintage! Barbie grins, hoists up Buzz‟s Instruction Manual. (steels himself) EXT. PLAYGROUND - NIGHT It‟s okay! Go ahead, rip „em! Potato Head, on the ledge, sees Barbie pulled up into the They‟re a dime a dozen! ceiling. BARBIE INT. CLASSROOM CEILING CRAWL SPACE - NIGHT Oooohh! Glitter tux! Woody gives Potato Head the “thumbs up”. Potato Head responds with complicated baseball-catcher gestures. 93 EXT. PLAYGROUND - NIGHT RIPPPP...! She tosses the shreds at him. Ken groans in Potato Head turns and edges down the ledge. A FLUTTERING. torment, but remains defiant. He looks. His path is blocked by a Pigeon. A stare down. KEN MR. POTATO HEAD Who cares?! Who cares?! Sequins are What‟re tacky! you

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lookin‟ at, Feathers? Star Command, I‟ve been taken hostage The pigeon pecks him, taking a chunk out of his tortilla. by my own prisoners!!! MR. POTATO HEAD (CONT'D) Hey! Ow! 96 The pigeon pecks again. Potato Head slaps the pigeon. The Hamm and Rex tackle pigeon grabs his forehead, dragging him down the ledge. Buzz. Hamm, Rex, Woody and Slink keep Potato Head hits the pigeon with his hat, gives it a kick. Buzz pinned down, as Barbie rushes over with the manual. The pigeon flies off. Potato Head shakes his fist. WOODY MR. POTATO HEAD (CONT'D) Quick, open his back! There‟s a Yeah, fly away, ya coward! switch! The tortilla rips and disintegrates. They pull open Buzz‟s compartment, revealing the switch. MR. POTATO HEAD (CONT'D) Woody flips it. Buzz struggles. Uh-oh... BUZZ In pieces, he drops off the ledge to the ground. Unhand me, Zurg scum! The Galactic courts will show you no mercy! 95 Woody flips the switch back and forth. MR. POTATO HEAD (CONT'D) WOODY Well, that‟s just great! It‟s not working! Why‟s it not A section of tortilla props itself up, looks around. It working? Where‟s the manual? spots the classroom vegetable garden. The eye goes wide. Hamm flips through at top speed. INT. CATERPILLAR ROOM - NIGHT HAMM Buzz is still trapped in the bin, banging on the ceiling. Here we go! There should be a little Hamm and Rex have grown weary of his calls for help. hole under the Switch! BUZZ WOODY (muffled) Little hole. Got it! Help! Prison riot! HAMM HAMM (reading) Give it up. No one can hear you. “To reset your Buzz Lightyear, insert BUZZ paper clip....” (looking up, muffled) WOODY What...? Rex, use your finger! HAMM REX I said no one can hear you! Oh! BUZZ Rex sticks a finger in Buzz‟s re-set hole. (confused, muffled) WOODY What...?!!! Okay, now what? REX HAMM (yelling) All right, let‟s see... “Caution: Do He said, “No one can...!!!” not hold button for more than five HAMM seconds.” Shhhh...!!! Will you be quiet?! Abruptly, Buzz BEEPS loudly, falls limp, face plants. He slaps a hand over Rex‟s mouth. A NOISE. They look up. The others all look at Rex. Rex lifts his finger. A ceiling tile opens. Woody, Slinky, and Barbie drop in. REX 97 Woody! You‟re back! REX Rex and Hamm move to the front of the bin. Buzz runs to It‟s not my fault! the back and jumps -- knocking Hamm and Rex off the bin. Suddenly, Buzz leaps up, knocking the Toys off him. He Buzz makes a break for it -- running across the floor. strides forward, flips his wrist radio. WOODY SPANISH BUZZ Stop him! Don‟t let him get out! Bitácora Espacial -- Me he despertado BUZZ de hipersueño en un planeta extraño. (into wrist radio) (Star Log -- I‟ve awakened from hyper-

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sleep on a strange planet.) MRS. POTATO HEAD The Toys are speechless. Hamm glares at Rex. (points) HAMM Here they come! Now what did you do?! Woody, Hamm, Rex, Slinky, and Barbie steal across the REX playground. Spanish Buzz, trailing behind, does elaborate I did what you told me...! rear-guard defense poses. Woody has to grab him and pull Buzz -- hyper-alert -- glances sideways, narrows his eyes. him along. They duck into the pipe. SPANISH BUZZ JESSIE Estoy rodeado por criaturas extrañas What took you so long? y desconozco sus intenciónes!!! WOODY (I'm surrounded by alien creatures of Things got complicated. Where‟s unknown intent!!!) Potato Head? He whips around -- flamboyant Latin-style -- and trains his JESSIE laser on Woody‟s forehead. We haven‟t seen him! SPANISH BUZZ (CONT'D) Woody turns and peers out on the playground. Buzz, the ¿Quién anda ahí? ¿Amigo? O Enemigo? last to arrive, sees Jessie. She turns to greet him. (Who goes there -- Friend? Or foe?) JESSIE (CONT'D) WOODY Buzz... Uh... Amigos! We‟re all amigos! Satisfied, Buzz struts forward, greeting them. 99 SPANISH BUZZ Buzz is struck dumb. Time slows. His heart melts. He Me debo haber estrellado, y se me approaches, drops to his knees, takes Jessie‟s hand. borró la memoria. SPANISH BUZZ (I must have crash landed and had my Mi florecita del desierto...! Yo memory erased.) nunca he visto la belleza verdadera He approaches Woody, kisses both cheeks, strides off. hasta esta noche! SPANISH BUZZ (CONT'D) (My desert flower...! I have never Han visto a mi nave espacial? seen true beauty til this night!) (Anyone seen my spaceship?) Jessie is speechless. She turns to the others. WOODY JESSIE We gotta switch him back! Did you guys fix Buzz? HAMM 98 Eh... Sort of. SLINKY MRS. POTATO HEAD How do we do that? Jessie, behind you! Someone‟s coming! HAMM The Toys turn. A tall figure looms. Mr. Cucumber Head (re: manual) steps into the light -- irked, agitated. I dunno! That part‟s in Spanish! MR. POTATO HEAD Patrol Truck lights pass by under the hall door. You would not believe...! What I‟ve WOODY been through...! Tonight! We don‟t have time for this! C‟mon! Mrs. Potato Head goes to him. Woody grabs Buzz, hustles him toward the playground door. MRS. POTATO HEAD SPANISH BUZZ Darling...! Are you okay? Mi nave. ¿Lo encontraste? !Excelente! MR. POTATO HEAD (My spaceship? You know where it is? I feel fresh! Healthy! It‟s Excellent!) terrible! They pass the Lifer, watching from the shadows. MRS. POTATO HEAD LIFER You‟ve lost weight! And so tall! Good luck, Cowboy. Bullseye nudges Potato Head‟s torso toward him. EXT. PLAYGROUND - NIGHT MR. POTATO HEAD Jessie, Bullseye, and Mrs. Potato Head wait inside a Ahhh, you‟re a sight for detachable concrete pipe. Spotlights survey the playground. eyes!

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He plucks his eyes out and plants them on the spud. He plucks a dandelion, offers it to her. TIME CUT: At that moment, Woody pushes through the bushes -- safe. The Jungle Gym slide. A Patrol Truck drives by. Slinky Jessie leaves Buzz, runs and gives Woody an impulsive hug. slides down, pops out the bottom, looks both ways. JESSIE At the top of the slide, Woody holds Slinky‟s back end. Woody! Thank goodness! The tail wags. WOODY C‟mon! We‟re almost there! 100 He and Jessie leads the Toys off, REVEALING Spanish Buzz -- WOODY (CONT'D) stunned and heartbroken. He throws down his dandelion. Okay, all clear! SPANISH BUZZ ON THE PLAYGROUND El Vaquero...!!! The Toys shoot out the bottom of the slide, scamper off. Mad with jealousy, he narrows his eyes and runs after them. They huddle behind the spring of an animal rocking swing. EXT. TRASH CHUTE - NIGHT JESSIE Woody leads the Toys to the trash chute. He jumps -- Almost there! trying to grab the handle -- but can‟t quite reach it. Jessie darts out, with others close behind. The lights of WOODY a Patrol Truck approach. Buzz, c‟mere, gimme a lift! WOODY Buzz, smoldering, steps forward, dramatically pushes Woody Back up, back up! aside. With a lovelorn glance at Jessie, he hits a button. Woody backs into the shadows with Bullseye and the Aliens. SPANISH BUZZ The Truck pulls up and stops. Buzz Lightyear al rescate! Jessie looks back, sees Woody and the others still hiding. (Buzz Lightyear to the rescue!) Woody gestures “We‟ll go around”. Jessie does a thumbs-up. Buzz steps to the chute, jumps up in a series of crazy, Woody and the Aliens ride Bullseye across the playground acrobatic moves, and grabs the handle, pulling it down. swing set. They stop abruptly. Big Baby is sitting on the SPANISH BUZZ last swing, CREAKING back and forth, gazing up at the moon. Abierto...! Bullseye and Woody tip-toe behind Big Baby, approach the WOODY wood siding for the swing set area. Bullseye leaps over Way to go, Buzz! C‟mon, everyone! the siding but the last Alien falls to the ground. SQUEAK. The Toys boost each other up onto the trash chute lid. Big Baby swivels his head 180 degrees. Woody, Bullseye, et al lie low behind the siding plank -- 102 in the shadows, amid plastic shovels and buckets. INT. GARBAGE CHUTE - NIGHT Big Baby dismounts, walks toward their hiding place. Woody climbs in the chute with the others and peers down. Woody looks around desperately. POV -- The grimy metal chute recedes into blackness. Big Baby reaches the wood siding, looks over. JESSIE No one‟s there. Looks up and down. He walks off. Is it safe? HOLD ON an overturned plastic bucket. Woody and Bullseye WOODY peek out from underneath, share a relieved look. I guess I‟ll find out... Jessie, watching from the bushes, sighs with relief. Woody begins a controlled slide down -- feet first, hand Abruptly, Spanish Buzz grabs her, yanks her to him. As bracing. He slips and it becomes an uncontrolled slide. Jessie stands awkwardly, Spanish Buzz performs a solemn, He scrambles for traction, eases to a stop at the bottom. impassioned courtship dance around her. He gets up, stands at the edge of the slide‟s precipice. Finally, Spanish Buzz takes Jessie in his arms. ANGLE -- An alley. The trash chute cantilevers over a half- closed dumpster. Above him, stars twinkle -- freedom. 101 JESSIE (O.S.) SPANISH BUZZ (CONT'D) Woody...! You okay? ¡Ven conmigo! ¡Te mostraré las WOODY maravillas de la galaxia, y juntos Come on down. But not all at once. lucharemos contra el despiadado Zurg! MR. POTATO HEAD (O.S.) (Come with me! I will show you the What‟d he say? wonders of the galaxy, and together HAMM (O.S.) we will fight the evil Zurg!) I think he said, “All at once”.

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NOISES. doin‟ WOODY ?! Runnin‟ back to No...! No! No! No! No! your kid? He don‟ want you no more! Too late. The Toys slide down together. WOODY TOYS That‟s a lie! REX LOTSO Whoa! Watch out! Is it? Tell me this, Sheriff -- if Geronimo...!!! your kid loves you so much, why is he They collide with Woody. Woody windmills his arms at the leavin‟? edge of the chute. Jessie grabs him, pulls him to safety. WOODY 104 Thanks, Jess. CLOSE ON -- Woody, fuming. He has no answer. Spanish Buzz looks about, confused and deeply disappointed. LOTSO (CONT'D) SPANISH BUZZ Y‟think you‟re special, Cowboy? Donde esta mi nave...?! You‟re a piece of plastic! You were (Where‟s my spaceship...?!) made WOODY to be thrown away! Slink...? Think you can make it? VROOM! A garbage truck turns into the far end of the alley and RUMBLES toward them. Lotso turns. 103 LOTSO (CONT'D) SLINKY Speak of the devil...! I might be old, but I still got a (turns back) spring in my step. Now we need toys in our Caterpillar He backs up, then leaps over the open pit to the closed lid Room. And you need to avoid that of the dumpster. He lands hard, clutches a metal handle. truck. Why don‟t you come on back, REX join our family again? He did it! He smiles. Woody seethes -- at a loss for words. Jessie HAMM steps past him, eyes burning. All right, Slinky-kins! JESSIE SLINKY This isn‟t a family, it‟s a prison! Okay! Climb across! You‟re a liar and a bully and I‟d Suddenly, two pink paws step in front of Slinky. He looks rather rot in this dumpster than join up. Lotso looms over him, grinning. any family of yours! LOTSO Barbie steps forward. You lost, li‟l doggy...? BARBIE Lotso kicks Slinky‟s paws. He retracts, falling from the Jessie‟s right! Authority should lid. The Toys pull him to safety. derive from the consent of the Behind Lotso, his Gang hops off a wall and joins him on the governed! Not from the threat of dumpster lid. Lotso notices Woody among the others. force! LOTSO (CONT'D) Hamm and Potato Head share a glance -- Huh? Lotso grins. Well, well...! Look who‟s back! LOTSO A NOISE. The Toys turn. Lotso‟s henchman -- Stretch, the If that‟s what you want...! Octopus -- clambers down the chute, blocking an escape. He bangs his cane. Stretch, the Octopus, begins to prod The Lifer Phone wheels into view -- wheels wobbling, one the Toys toward the precipice. Abruptly, Ken bursts from eye broken, frayed phone dangling. His voice is hoarse. the shadows -- still in his underwear. LIFER KEN (via handset) Barbie! Wait...! I‟m sorry, Cowboy! They broke me...! Everyone turns. He runs to Lotso. Lotso turns to the Toys, as cheerful as ever. KEN (CONT'D) LOTSO Don‟t do this, Lotso...! (incredulous) LOTSO What are you She‟s a Barbie doll, Ken! There‟s a

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hundred million just like her! She replaced us! WOODY 105 (pointing) KEN She replaced Not to me there‟s not! you He glances at her. She sighs. Lotso picks up Ken. ! And if LOTSO you Fine! Why don‟t you join her?! couldn‟t He tosses Ken across the dumpster chasm. The Toys grab have her, him, pull him to safety. Barbie hugs him. no one BARBIE could! Oh, Ken! You lied to Ken stands and addresses Lotso‟s Gang, earnest and heroic. Big Baby and you been lying ever KEN since Everyone! Listen! Sunnyside could ! be cool and groovy if we treated each Woody yanks something from his holster. It‟s the rusty old other fair! pendant, “My Heart Belongs To: DAISY”. Lotso is stunned. (points) LOTSO It‟s Lotso! He‟s made us into a Where‟d you get that...?! pyramid and he put himself on top! WOODY Lotso‟s Gang eyes each other. There‟s a shift in sympathy She loved you, Lotso... but no one wants to stick their neck out. Lotso is amused. LOTSO LOTSO She Anyone concur with Ken? never No one moves. The truck RUMBLES closer -- two dumpsters loved me! away. Lotso turns to the Toys. His face hardens. WOODY LOTSO (CONT'D) ...As much as any kid ever loved a I toy! didn‟t throw you away. Your Woody throws the pendant. It lands at Big Baby‟s feet. kid Big Baby stares, electrified, at the pendant -- a token of did. his long-lost love. He picks it up. His lip trembles. Ain‟t one kid ever loved a toy, really! BIG BABY Chew on that when you‟re at the dump! Mama...! He turns away. Woody steps forward. Lotso grabs the pendant. He pokes Big Baby like a bully. WOODY LOTSO Wait...! What about Daisy? What -- you want your Mommy back? She Lotso keeps a steely composure. never loved you! Don‟t be such a baby! LOTSO He throws it down and CRUSHES it with his cane. Big Baby‟s I don‟t know what you‟re talking face crumples. Lotso turns, yells at Stretch the Octopus. about. LOTSO (CONT'D) WOODY Push „em in! All of „em! Daisy...? You used to do everything (to his Gang) with her! This is what happens when you dummies LOTSO try to think! Yeah -- then she threw us out! He shoves Big Baby. Big Baby shrinks back, hurt. Stretch advances on Woody and the Toys. They teeter at the 106 edge of the precipice. Lotso faces them, sneering. WOODY No -- she 107 lost LOTSO (CONT'D) you! We‟re all just trash, waitin‟ to be LOTSO thrown away! That‟s all a toy is!

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Abruptly, Lotso is lifted from behind by Big Baby. The other Toys follow. Barbie tries to follow too, but Ken LOTSO (CONT'D) holds her back. Put me down! What‟re you doing? KEN Big Baby carries him to the edge of the dumpster. Barbie, no...! LOTSO (CONT'D) They all try to lift the dumpster lid. It won‟t budge. Help me! Help! The dumpster rises up, up, up -- and begins to tilt. Around the dumpster, no one moves. Big Baby tosses Lotso As the dumpster tilts, they start to lose their footing. into the dumpster. He lands in the shadows, looks up. As the dumpster nears vertical, the lid swings open and With a CREAK, the Big Baby tugs at the open dumpster lid. trash begins pouring into the truck. Woody calls out... LOTSO WOODY (CONT'D) Jess! No...! Wait...! JESSIE KLOON! Big Baby watches -- blank-eyed, pitiless -- as the Woody! lid SLAMS down, shutting Lotso in. No one can believe it. Woody falls into darkness. A FLASH of pink goes by -- REX Lotso tumbles past. The dumpster LURCHES to a stop. He‟s gone!!! All the Toys fall into the truck. MR. POTATO HEAD Barbie -- on the wall -- reaches forward. Holy cow!!! BARBIE BIG BABY No...!!! Ah-pppbbblllmmmmmmm...!!! She turns away, burying her head in Ken‟s comforting arms. He blows a RASPBERRY at Lotso. VROOOM! The Toys turn. The garbage truck is only 100 feet -- 15 seconds -- away. 109 WOODY INT. GARBAGE TRUCK - NIGHT C‟mon! Hurry! The Toys find themselves in darkness, awash in garbage. The Toys hop on the now-closed dumpster lid, rush to the WOODY retaining wall, and help each other clamber onto it. Can you hear me?! Is everyone okay?!! A SQUEAK. Woody turns. At the crack between the two lids MR. POTATO HEAD are the three Aliens. One Alien is stuck. He struggles Of course not, you imbecile! We‟re while the other two stand around ineffectually. doomed! WOODY (CONT'D) Buzz pulls himself from a mound of garbage. He GLOWS. Oh...! For crying out loud! WOODY Woody glances at the approaching truck, then runs back. Everyone! Go to Buzz! C‟mon!!! JESSIE The Toys begin wading toward Buzz. Woody...! EXT. STREETS - NIGHT Woody yanks the Alien free. Spanish Buzz gestures. The garbage truck rumbles through the streets. INT. GARBAGE TRUCK - NIGHT 108 The Toys congregate around Buzz. SPANISH BUZZ WOODY Vaquero, andale! We all here? Slinky...? Rex...? (Cowboy, hurry!) The truck lurches to a stop. The hydraulic motor STARTS. The Aliens retreat to safety. Woody tries to follow, but a Woody looks up. A dumpster appears above them, tilting. pink paw grabs his leg. Woody tries to free himself, but WOODY (CONT'D) the paw drags him slowly into the dumpster‟s depths. Against the wall, everybody! Quick! The Toys watch, horrified, as Woody disappears. He leads the Toys to the front of the truck, seeking The truck turns and approaches the dumpster, fork out. shelter. Buzz remains behind. HAMM SPANISH BUZZ Oh, boy! Incoming! Senorita! Senorita, donde estas...?! BA-BOOM! The truck‟s forks slide into the dumpster and (Miss...! Miss, where are you...?!) begin lifting it up. As it rises past the retaining wall JESSIE (O.S.) Jessie and Buzz fearlessly jump onto the rising dumpster. Buzz...! JESSIE He turns. Somewhere in the DARKNESS, her voice rings out. C‟mon! A trickle of garbage begins to sprinkle down from above.

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SPANISH BUZZ (beat) Senorita...! Where‟ve I been? Buzz runs through the falling trash until he finds her WOODY pressed against the far wall -- terrified. Beyond Infinity, Space Ranger! BUZZ 110 Woody! CLUMP! Something large falls behind them. They look up. Woody smiles -- partners again. Buzz looks around. Garbage is falling out of the dumpster directly above them. BUZZ (CONT'D) Buzz takes Jessie‟s hand and they run across the garbage But... Where are we now?! truck bay, dodging madly while trash rains down upon them. REX Against the back wall, the Toys watch, aghast. (excitable) HAMM In a garbage truck on the way to the They‟ll never make it! dump! Buzz grabs Jessie and carries her -- dodging and weaving. Buzz‟s smile freezes. A SCRAPING sound above. EXT. TRI-COUNTY DUMP - NIGHT MRS. POTATO HEAD The garbage truck drives in the entrance. Look out! INT. GARBAGE TRUCK - NIGHT Buzz and Jessie look up. An old TV set falls towards them. The truck grinds to a halt. The BEEP-BEEP-BEEP backing-up Buzz lunges and tosses Jessie out of the way. She turns. alarm begins to sound. The Toys look around. CRASH!!! The TV smashes down on Buzz. A deluge of trash WOODY piles on top, burying him completely. Everyone -- stay together! JESSIE Everything lurches. The truck bay begins to tilt. Buzz...!!! EXT. DUMP - NIGHT As the dumpster above recedes, Jessie runs forward and The garbage truck tilts up -- higher and higher. Trash begins digging. The other Toys join her. begins pouring out the back, onto the dump below. WOODY Anyone see him?! 112 SLINKY INT. GARBAGE TRUCK - NIGHT Over here, y‟all! I found him! The back flap opens, allowing garbage to spill out. A They rush over and drag Buzz from the pile. Buzz‟s eyes trash pit is revealed below. The Toys begin sliding out. are closed. Jessie pops his shield, shakes him. WOODY JESSIE Hold on! We‟re going in...! Buzz, you okay?! Buzz! Buzz!!! TOYS No response. Jessie shakes him again. And again. Whoa...! JESSIE EXT. DUMP - NIGHT No...! The garbage truck extends fully, tilting 70 degrees. The She hugs him, sobbing. stream of garbage becomes a torrent. A BEEP. Buzz jack-knifes forward, then lurches back. INT. GARBAGE TRUCK - NIGHT Jessie pulls away. Buzz sits up, eyes open -- disoriented. The Toys cling together, screaming, as they slide out into He sniffs the air with distaste. Then he sees the others. the open night. The Toys gape at him in open-mouthed wonder. EXT. GARBAGE PIT - NIGHT Woody lands on a trash heap -- Oooff! A plastic bag whips 111 by. He sits up. He‟s in a vast, wind-blown landfill. Buzz frowns. Nearby, Hamm and Rex unearth themselves. Mr. Potato Head BUZZ helps Mrs. Potato Head up. That wasn‟t me, was it? MR. POTATO HEAD JESSIE You got all your pieces? Oh, Buzz! You‟re back!!! You‟re The Aliens pop up. One points to some heavy machinery -- back, you‟re back, you‟re back!!! with a giant claw -- in the distance. She throws her arms around him, hugs him tight. ALIEN BUZZ The Cla-a-a-aw! Yes, I‟m back! They toddle off toward it.

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WOODY He grabs it and is pulled up to the magnetic belt. Woody Hey! Guys, no...! No!!! grabs a metal handle and flies up, sticking to the ceiling Suddenly, the trio of Aliens is bathed in headlights. belt. Hamm dives into a nearby pot and is lifted upwards. Before anyone can react, a bulldozer passes over them... HAMM Just like that, they‟re gone. You heard the guy...! MRS. POTATO HEAD Each Toy grabs a metal object and lifts -- CLUNK! -- to the My Babies...!!! ceiling. Rex, the last, grabs an aluminum can, a CD, etc. A blinding LIGHT pours over her and envelops the Toys. REX It‟s not working!!! 113 Finally, he grabs a metal fan and sails up to safety. Woody turns. A bulldozer -- with giant, studded wheels and Suddenly, a pink paw thrusts out from the belt below. a massive grate -- is heading right at them. Rex SCREAMS. LOTSO (O.S.) The Toys are pushed backward toward a trench. Help...! Help me!!! WOODY (CONT'D) Woody turns. Lotso is pinned under a golf bag. Hang on! LOTSO (CONT'D) They tumble as the bulldozer pushes them over the edge. I‟m stuck! Help!!! Please! EXT. CONVEYER BELT - NIGHT Woody looks at the approaching shredder. He lets go. The Toys land on a conveyor belt entering a dark tunnel. JESSIE INT. CONVEYER BELT - NIGHT Woody...! Woody sits up and watches the light receding behind them. Woody lands on the belt, runs back to Lotso. The other Toys gather round. LOTSO MRS. POTATO HEAD Thank you! Woody! What do we do? WOODY WOODY Don‟t thank me yet. We‟ll be okay if we stay toge--... Woody struggles to lift the bag. VWOOSH! Slinky is pulled up OUT OF FRAME. Buzz drops down next to WOODY (CONT'D) Woody. Jessie eyes the approaching shredder. Slinky...! JESSIE SLINKY Buzz...!!! Woody...?!!! Woody...! Woody and Buzz push together. They still can‟t move it. Slinky is fixed to a fast-moving conveyor belt above them. Woody pulls out a golf club. The magnet tugs it upward. Woody runs after him. Buzz grabs it. Together, they pull it down and jam it WOODY under the bag for leverage. The bag finally lifts... Slinky, get down from there! A hammer shoots up and CLANKS on the belt, narrowly missing 115 Slinky. All around them, other pieces of metal begin WOODY FLYING UP and sticking to the ceiling belt. Jessie yells. Go! Go! JESSIE ...and Lotso scrambles out. It‟s a magnet! Watch out! Woody grabs Lotso. He and Buzz point the club skyward. High above, Slinky looks around They‟re pulled up to safety as the golf bag is pulverized. . Lotso looks back at the shredder, then at Woody. SLINKY LOTSO Uh, you might wanna take a look at Thank you, Sheriff...! this! WOODY The Toys scramble up a pile of debris. We‟re all in this together. (turns) 114 Right guys...? Ahead is a Shredder -- two fast-spinning vertical cylinders All the Toys have vanished. that shred everything on the belt. Buzz sees a lunch box WOODY (CONT'D) near him starting to quiver.... Guys?! BUZZ JESSIE (O.S.) Quick! Grab something metal! Woody! Down here!

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Jessie and the others wave from a conveyer belt far below. Sheriff Woody and Buzz let go and plummet. ?! EXT. DUMP / STAIRWAY TO HEAVEN - NIGHT He turns, runs off down the walkway. Woody, Buzz and Lotso land on the bed of a big, fast-moving WOODY conveyer belt with metal walls. The Toys gather around. No... No...! No...!!! JESSIE BUZZ Woody! Lotso...!!! The toothed belt begins to ascend upwards. REX 117 Woody! Look! I can see daylight! The Toys YELL as they tumble off the belt... We‟re gonna be okay! EXT. INCINERATOR HOPPER - NIGHT Rex points to a bright amber GLOW at the top of the belt. The Toys land in a giant vortex of trash being sucked down The toys scramble forward. Woody‟s smile drops. into the glowing eye of an incinerator. WOODY It‟s chaos -- trash tumbles over itself as sparks and ashes I don‟t think that‟s daylight... fly through the air. The ROAR is overwhelming. FAST TRACK -- At the end of the conveyer belt, garbage Woody stands and starts trying to climb out. falls into a burning, churning vortex. The Toys do the same, climbing desperately, fighting WOODY (CONT'D) against the trash tumbling into the vortex of fire. Run!!! They slip, fall, get up and slip again. It‟s a nightmare -- no matter how fast they climb, they inexorably slide 116 backwards. Rex slides past Woody, towards the incinerator. Unable to jump off, the Toys begin running down the belt. REX They dodge, duck and hurdle over the coming trash, but Ahhhhhh! they‟re no match for the speed of the rising conveyor. WOODY Lotso trips, falls. A pulsing blue LIGHT. He looks up. Rex!!! High on the wall ahead is an Emergency Stop button. A Woody grabs Rex‟s hand, slides further toward the inferno. ladder leads to the button. Lotso leaps up, They are all being pulled inescapably downward. grabs the There‟s no way out. Jessie looks at Buzz. bottom rung. He can‟t pull himself up. JESSIE LOTSO Buzz...! What do we do? Sheriff...! The button! Help me! Buzz looks at her. He reaches out, takes her hand. The Toys look back, see Lotso. As they pass, Woody, Buzz Jessie grabs Bullseye‟s hoof. Slinky takes Hamm‟s hand. and Jessie boost Lotso up. Hamm reaches out to Rex. The Potato Heads hold each other. WOODY Mr. Potato Head grabs Rex. Go!!! Go!!! Hit the button! Buzz reaches out to Woody... Lotso scrambles up the ladder toward the glowing button. Woody takes Buzz‟s hand, and the circle is complete. The Toys are carried up the conveyor belt toward the pit. As they approach the vortex, heat waves blast their faces. The Toys watch Lotso -- receding -- as he climbs. The Toys close their eyes, turn away. Lotso stays focussed on the button above him. Woody stares at the fire, shuts his eyes. The Toys reach the belt‟s acme -- heels at the edge of the This is the end. waterfall of trash cascading to a melting, churning vortex. WOODY (CONT'D) 118 Hurry!!! A LIGHT from above shines in Woody‟s face. Lotso reaches the walkway where the blue button glows. He He opens his eyes. turns and looks -- malevolent -- at the helpless Toys. A giant mechanical Claw lowers towards them. WOODY (CONT'D) The Claw plunges into the trash around them, closing them Just push it! Push it! in its grip, then raises them up. BUZZ They soar into the air, away from the ROARING incinerator. Push it!!! Woody looks around in disbelief. Lotso smirks, gives a salute. The Claw spins, passing in front of the crane booth. LOTSO INT. CRANE OPERATOR‟S BOOTH - NIGHT Where‟s your kid now, In the booth, the Aliens man the joysticks.

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ALIENS GARBAGE MAN TWO (O.S.) The Clawwwww!!! Whatcha got? They lean into the joystick, steering the Claw to safety. GARBAGE MAN ONE (O.S.) EXT. DUMP - DAWN I had me one a these when I was a The Claw lowers and opens, dropping the Toys to earth. They kid! spill out, COUGHING and GROANING like shipwreck survivors. He buries his nose in Lotso‟s tummy, inhales. Woody sits up, looks around. Rex pops up through trash. GARBAGE MAN ONE (CONT'D) REX (nostalgic rapture) Whew...! Strawberries...! They have faced death and survived, and are profoundly shaken. Potato Head stares at the sky. 120 MR. POTATO HEAD EXT. GARBAGE DUMP - DAY Y‟know The truck exits the dump -- Lotso strapped to the grill. all He comes to life, panicked. On the grill are a couple of that bad stuff I said muddy, bug-spattered Plushies, including a sad-eyed FROG. about Andy‟s attic? I take it all FROG back. Hey, buddy...! SLINKY (Lotso turns) You‟re darn tootin‟! ...Y‟might wanna keep yer mouth shut! HAMM The others SNICKER. Lotso WHIMPERS. The truck RUMBLES off. You said it! ANGLE -- The truck passes, REVEALING the Toys, unaware of Buzz and Jessie sit up, still holding hands. She looks at Lotso‟s karmic comeuppance. Jessie sees Woody lagging. him, smiles. He smiles and holds her gaze. JESSIE Mrs. Potato Head takes Mr. Potato Head‟s hand. C‟mon, Woody -- we gotta get you home! BUZZ 119 That‟s right, “College Boy”! MRS. POTATO HEAD WOODY Oh, darling! You were so brave! But... What about you guys? Maybe A SQUEAK. The Potato Heads turn, see the Aliens approach. the attic‟s MRS. POTATO HEAD (CONT'D) not You saved our lives...! such a great idea. MR. POTATO HEAD He glances at them, uneasy. Jessie steps to him. And we... Are eternally grateful! JESSIE Potato Head scoops them into his arms for a big, proud hug. We‟re MR. POTATO HEAD (CONT'D) Andy‟s Toys, My boys...! Woody... ALIENS BUZZ Daaddddyyyy...!!! We‟ll be there for him. Together. Hamm looks around. Woody smiles. HAMM WOODY Hey! Where‟s that furball Lotso? I just hope he hasn‟t left yet... SLINKY MRS. POTATO HEAD I‟d like to loosen his stitching! Wait a minute! Wait, I‟ll check! WOODY She covers her good eye, concentrates. Forget it, guys. He‟s not worth it. MRS. POTATO HEAD (CONT'D) EXT. GARBAGE DUMP, ELSEWHERE - DAY He‟s still packing...! Lotso limps toward the dump exit. A NOISE. He turns, then (GASPS) drops, freezing. ...But he‟s almost done! A truck‟s wheels SCREECH to a halt in front of Lotso. A HAMM door OPENS and SHUTS. FOOTSTEPS. A hand picks him up. He lives halfway across town...! GARBAGE MAN ONE (O.S.) REX Hey! We‟ll never get there in time!

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subjective eye. 121 TRANSITION: The Toys glance at each other. Then, distantly, comes the She pops her eye back in, blinks... And GIGGLES, tickled. air-guitar WAILING of Andy‟s Neighborhood Garbage Man. The Toys climb into a box marked “Attic”. Buzz helps them. The Toys turn, see him a dozen yards away. They brighten. On the desk is a box marked “College”. Woody heads for it. EXT. DRIVEWAY - DAY He reaches the box, turns. This may be the last time he Andy‟s loading up his hatchback with boxes. Molly‟s on the ever sees the other Toys. He scrambles back toward Buzz. lawn playing with Buster. As the garbage truck passes... WOODY MOLLY Buzz... C‟mere, boy. C‟mon, Buster! Buzz turns. Woody offers a hand. They shake. MOM WOODY (CONT'D) Is that it, honey? You got This isn‟t good-bye. everything? SLINKY (O.S.) ANDY Hey, Woody... Yeah, just a few more boxes in my Woody looks up. Slinky lowers a paw. room. SLINKY (CONT'D) At the curb, REVEAL the Toys hiding behind a garbage can. ...Have fun at college! Woody peeks around, gestures to the other Toys. HAMM WOODY Yeah, but not too much fun! Okay, c‟mon! Woody laughs, shakes hands with Slinky. INT. BACK YARD - DAY TIGHT ON SPIGOT -- Woody‟s hand comes in, turns it. 123 The Toys huddle while Woody hoses them off. Buzz closes REX his helmet. The Toys react to the cold water. Woody, take care of Andy. TOYS MRS. POTATO HEAD Eeeaauggh...!!! Brrr...!!! Stop!!! Yeah... HAMM MR. POTATO HEAD That‟s enough, that‟s enough, that‟s He‟s a good kid. Tell him to get a enough!! haircut. WOODY WOODY All right, go! Go, go! I will. The Toys run off. Potato Head pulls off his nose, blows Woody sees Jessie. out a spray of water. WOODY (CONT'D) EXT. GARAGE ROOF - DAY Jessie -- you‟ll be okay in the attic? Slinky heaves himself up to the edge of the garage roof. JESSIE One by one, the Toys scurry up his Slink, then make their „Course I will. Besides... way along the roof towards Andy‟s open window. (leans in) ...I know about Buzz‟s “Spanish Mode”. 122 BUZZ INT. ANDY‟S ROOM - DAY My what...? Buzz and Woody peer in. He turns, confused. Woody and Jessie share a smile. BUZZ MOM (O.S.) All clear...! Honey, you want some food for the They clamber through the window, jump to the floor. The road? other Toys follow, scrambling across the room. ANDY (O.S.) Mrs. Potato Head stops, puts a hand over her working eye. I‟ll get something on the way. TRANSITION: Woody turns to Buzz -- there‟s so much he wants to say. POV -- Under the bed, looking out. Mrs. Potato Head‟s feet Buzz just smiles. are in front of us, facing away. BUZZ MRS. POTATO HEAD (V.O.) You know where to find us, Cowboy. There you are...! Woody smiles. He turns, runs to the desk. The feet turn and a hand reaches TOWARD US, GRABBING the Buzz climbs in the Attic box with the others.

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On the desk, Woody jumps on the edge of the College box, box, grabs a pen and a sticky note. He sneaks across the looks back at his friends. FOOTSTEPS climb the stairs. room, jumps on the Attic box, starts frantically writing. Woody gives Buzz a salute. Buzz smiles, salutes back. Buster starts BARKING. Woody finishes writing, looks up. Woody lowers into the College box. The Toys duck in the MOLLY (O.C.) Attic box, pull the flaps shut just as Andy and Mom enter. He‟s telling you to go already. MOM MOM (O.C.) Did you say goodbye to Molly? C‟mon, get the rest of your things. Woody gasps, looks up at the door. 124 TRACK IN -- THE DOOR ANDY Andy walks in. Mom and Molly stay in the hallway. Mom, we‟ve said goodbye like ten ANDY times! Okay, Buster, don‟t let Molly near my Mom stops, suddenly overwhelmed. The room is empty. stuff. MOM Andy turns, crouches to pick up the Attic box. Oh, Andy...! He stops, noticing the yellow Post-It on the box top. Andy, beside her, is abashed. He opens the flaps, finding all of his Toys. ANDY (O.C.) ANDY (CONT'D) Mom...! It‟s okay... Hey...! IN THE COLLEGE BOX He digs through them -- pulling a few out, making sure Woody quietly peeks out the hand holes. they‟re all there -- smiling with fondness and relief. POV -- Woody can half-see Mom hug Andy. He picks up the Post-It, reads it. He calls out. MOM ANDY (CONT'D) I know, it‟s just... I wish I could Hey, Mom... So, you really think I always be with you. should donate these? ANDY Mom answers from the hallway. You MOM (O.S.) will It‟s up to you, honey. Whatever you be, Mom. want to do. ON WOODY CUT TO: He turns and glances off, noticing something. THE PHOTO 126 Of young Andy, playing with Woody and the other Toys. INT. CAR - DAY TRACK IN ON Andy cruises, looking for an address. A box with “Attic” Woody. Mom and Andy‟s words echo in his head. crossed out sits in the passenger seat. The car slows. WOODY POV -- His GAZE SHIFTS from Andy-holding-Woody to EXT. HOUSE - DAY Woody-with-the-other-Toys. Andy grabs the box and gets out. Suddenly, Woody half-smiles -- an epiphany. Sadness and TRACK IN -- The hand slot of the College box, left behind. uncertainty are replaced by happiness and determination. POV - COLLEGE BOX -- Andy crosses the street and approaches FOOTSTEPS and collar JINGLES approach. Molly steps to the the house. room‟s threshold with Buster. Andy stops, glances at the box. On the Post-It is written: MOLLY (O.C.) DONATE TO: Hey... Aren‟t you gonna say goodbye Bonnie to Buster? 1225 Sycamore Road Andy and Mom step into the hallway. TILT UP -- The address on the front gate. It matches. Andy sees Bonnie playing in the front yard, while her Mom 125 and Dad garden nearby. ANDY (O.S.) BONNIE Of course I will...! No! Don‟t go in there! The bakery (to Buster) is Who‟s a good doggie?! Who‟s a good haunted...!!! doggie?!!! I‟m gonna miss you! (another voice:) While Andy scratches Buster‟s belly, Woody jumps out of the Shhhhhh!!! Are you crazy?! You‟ll

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wake up all the ghosts! terrifying dinosaur who ever lived. Andy watches Bonnie play -- exuberant and unself-conscious. (dinosaur voice) BONNIE (CONT‟D) “Raaawwwrrrrr...!!!” Look out! The ghosts are throwing He thrusts Rex at her. Bonnie backs up, grins, takes him. pies! Splat! Splat! Splat! Bonnie notices Andy and immediately stops playing. 128 BONNIE (CONT'D) Andy pulls out the Potato Heads. Mom...? ANDY (CONT'D) Bonnie‟s Mom looks over, sees Andy. She stands. The Potato Heads -- Mister and BONNIE‟S MOM Missus. You gotta keep „em together Andy...! „cause they‟re madly in love. ANDY Bonnie nods, takes them. Andy pulls out Slinky and Hamm. Hi! ANDY (CONT'D) Andy lets himself in the gate. Now Slinky here is as loyal as any dog you could want. But Hamm? He‟ll 127 keep your money safe... BONNIE‟S MOM He drops a quarter into Hamm‟s slot. Wow! Look at you! I hear you‟re off ANDY (CONT'D) to college?! ...but he‟s also one of the most ANDY dastardly villains of all time... Yeah. Right now, actually. (Hamm voice) BONNIE‟S MOM “...Evil Dr. Pork Chop!” So, what can we do for you? Bonnie smiles, takes them. He pulls out the three Aliens. Bonnie goes and stands behind her Mom. ANDY (CONT'D) ANDY These little dudes are from a Uhh... I have some toys here. strange, alien world -- Pizza Planet! BONNIE‟S MOM She smiles. He hands them to her, then pulls out Buzz. Ohhh...! You hear that, Bonnie? ANDY (CONT'D) Bonnie peeks around her Mom, curious. And this is Buzz Lightyear -- the ANDY coolest toy ever. Look, he can fly... So you‟re Bonnie? (deploys wings) He hunches down so he‟s eye to eye with her. ...And shoot lasers... ANDY (CONT'D) (fires laser) I‟m Andy. Someone told me you‟re He‟s sworn to protect the galaxy from really good with toys. These are the evil Emperor Zurg! mine, but I‟m going away now, so I Andy hands over Buzz. Bonnie presses a button on him. need someone really special to play BUZZ with them. “To Infinity... And Beyond!!!” Bonnie is uncertain. Andy sits in front of her, cross- Bonnie looks up, happily surrounded by Andy‟s toys. legged. He opens the box, pulls out Jessie and Bullseye. ANDY ANDY (CONT'D) Now, you gotta promise to take good This is Jessie -- the roughest, care of these guys. They mean a lot toughest cowgirl in the whole West. to me. She loves critters, but none more‟n Bonnie nods. She glances in the box. Her eyes go wide. her best pal, Bullseye. BONNIE (whinnies; then, as Jessie) My cowboy! Yee-haw! Here. Bonnie looks at her Mom, who nods. She walks forward. Andy 129 gives Jessie and Bullseye to her. A smile escapes Bonnie. Andy looks down, sees Woody lying in the box. Andy pulls out Rex. ANDY ANDY (CONT'D) Woody...? What‟s he doing in there? This is Rex -- the meanest, most He lifts Woody out. Bonnie points.

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BONNIE C‟mon -- let‟s get some lunch. “There‟s a snake in my boot!” She scoops up Bonnie, swings her around. Mother and Andy -- amazed -- pulls Woody‟s pull-string. daughter laugh as they step into the house. WOODY On the porch, the Toys come to life, sit up. (voice-box) Woody watches Andy drive away. “There‟s a snake in my boot!” WOODY Bonnie giggles and reaches for him, but Andy instinctively So long, partner. pulls Woody away. Bonnie looks at Andy, confused. Buzz puts an arm around Woody. Andy looks down at Woody, makes a decision. They watch Andy drive off. He holds Woody out -- gentle and serious. The other Toys gather around, and we... ANDY CRANE UP TO Now, Woody -- he‟s been my pal as ...Blue sky, and fluffy clouds. long as I can remember. He‟s brave, THE END like a cowboy should be. And kind, and smart. But the thing that makes Woody special? Is he‟ll never give up on you -- ever. He‟ll be there for you, no matter what. Y‟think you can take care of him for me? (she nods) Okay, then. He hands Woody to Bonnie. She hugs him. Andy suddenly grabs Hamm. ANDY (CONT‟D) Oh, no! Dr. Pork Chop‟s attacking the haunted bakery! Pchoo! Pchoo! Without missing a beat, Bonnie joins in the play. BONNIE Oh, no! The ghosts are getting away! Woody‟ll stop „em!! She swoops Woody in the air. Andy grabs Slinky and gives chase. They EXIT FRAME, laughing. ANDY Pchoo! Pchoo! Pchoo!

130 EXT. BONNIE‟S HOUSE - LATE AFTERNOON - MONTAGE Bonnie and Andy play together with all their Toys. EXT. BONNIE‟S HOUSE - DUSK Andy walks to his car, turns. Bonnie stands on the porch, the Toys scattered at her feet. She clutches Woody. Bonnie makes Woody‟s arm wave at Andy. Andy smiles. He gets in his car. He takes one last look at all his Toys on Bonnie‟s porch, and Woody in Bonnie‟s arms... ANDY Thanks, guys. ...And pulls away. BONNIE Look, Mommy! They‟re all playing together! Bonnie puts Woody down and runs to her mother‟s arms. BONNIE‟S MOM (O.C.)

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