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Lee Unkrich knew the job would be tough.

"I was being asked to direct a sequel to two of the most beloved films ever made," said Unkrich, of the assignment to direct "Toy Story 3," the long-awaited new chapter following the exploits of Woody the cowboy, spaceman Buzz Lightyear and the other playthings of an average American kid.

But if anyone was qualified to take over the Disney/Pixar franchise, it's Unkrich. He was an editor on the first two films and co-director with John Lasseter of "Toy Story 2." His Pixar résumé also includes co-directing duties on "Monsters, Inc." and "Finding Nemo."

"When I was co-directing, I had all the joy of making movies without the crushing weight of responsibility on my shoulders for the entire thing," Unkrich said in a recent phone interview from Pixar headquarters in Emeryville, Calif. As director, he said he knew "I was the one who would get my finger pointed at me if it didn't work out."

But, Unkrich noted, "it wasn't like I was some outsider who was asked to do this. It was more like I was already the cast of the play, and then one night I was told, 'Oh, we need you to play the lead tonight.' 'Toy Story' and the characters of 'Toy Story' are very much in my DNA."

In order to tell "a story worthy of standing alongside the first two films," Unkrich called in some outside help: Michael Arndt, who won an Oscar for his screenplay of "Little Miss Sunshine."

Unkrich said he met Arndt when he was going through a stack of scripts, looking for a screenwriter with whom to work on a different Pixar film. Unkrich read "Little Miss Sunshine" before it was released and loved it so much he wanted to meet with Arndt.

"We all hit it off immediately," Unkrich said. "Michael's incredibly smart and incredibly disciplined. ... He really kept his eyes on the prize, of the emotional structure of the film. If you feel something in this film when you watch it, it's in great part to the careful emotional structuring that Michael put upon the screenplay."

Arndt worked out so well, Unkrich said, that he's now part of Pixar's "brain trust," which oversees development of all Pixar films. Others in the "brain trust" include directors John Lasseter, Pete Docter, Andrew Stanton and Brad Bird.

As director, Unkrich found "part of my job, because I was involved in the first two films, was being a policeman and making sure all the characters were behaving as they should. ... [I would say] 'Woody would never say that' or 'Buzz would never do that.' It's funny, because you're talking about animated characters, but we never think of them that way. They're people. They're adults, with brains and a soul. They're members of our family."

The actors who give the toys their voices were "really excited to be back," Unkrich said. "Several of the actors would pester us regularly, asking us when 'Toy Story 3' was happening, because they really wanted to see it happen."

Every returning character is voiced by the actor who performed that character in the first two films, with the exception of Slinky Dog, who was voiced by the late Jim Varney. Comedian Blake Clark provides Slinky Dog's voice in "Toy Story 3."

Unkrich even found John Morris, who at age 11 provided the voice of Andy, the kid who owns Woody and his pals. The action in "Toy Story 3" centers on Andy's imminent departure for college.

"I was worried that we'd find him and he would sound like Bea Arthur," Unkrich joked. "[John] had just finished college, and luckily when we listened to his voice, he still sounds like he's 16 years old."

'Toy Story 3' fun facts

Four of the many animators on "Toy Story 3" also worked on the animation for "Toy Story" and "Toy Story 2."

In a Pixar tradition, Lots-o'-Huggin' Bear, a new character in "Toy Story 3," had a cameo in "Up."

Continuing that tradition, "Toy Story 3" contains a hint of a new character from "Cars 2" somewhere in Andy's room.

The number A113, an inside reference to a classroom at CalArts (where many animators learned their craft), appears in nearly every Pixar movie. It appears here where it did in the first two "Toy Story" films, as the license plate on Andy's mom's minivan.

"Toy Story 3" producer Darla K. Anderson is the namesake for Darla, the fish-killing little girl in "Finding Nemo."

Director Lee Unkrich took audio of his daughter Hannah, recorded for "Toy Story 2" for the voice of baby Molly, and used it in home-video footage in "Toy Story 3."

Source: Disney/Pixar