Now sitting before me is a big box – something like a Borg cube, but not one loaded up with malevolent androids wanting to absorb me into the collective. It is the box set of the three Toy Story films on DVD. These discs have time-traveled me back to a storied childhood that turns me into a burbling sentimentalist.

Toy Story 3 revisits the toys' owner Andy and his family at the end of his adolescence; he's about to go off to college and is essentially wrapping up his childhood. Struggling to pack up his toys – those featured in the previous two films – they are mistakenly delivered to a day-care center instead of the attic. As we warp into Woody and Buzz Lightyear's world, we see the toys at first enamored with their new home; but of course, it ain't as simple as that.

They soon realize they are held captive by an authoritarian Teddy, Lots-O'-Huggin' Bear (also known as Lotso), Big Baby and Ken, whom Barbie falls for. Only Woody attempts a return to Andy. However, he is grabbed by toddler Bonnie who takes him home and plays with him along with her well treated other toys. Woody is elated until he hears about the embittered Lotso from Chuckles the sad clown and decides to free his unhappy friends from the day/night grind they're trapped in.

The mega-hit film's primary director, animation veteran Lee Unkrich worked his way up through the Disney/Pixar food chain. Before joining Pixar in '94, Unkrich worked in television as an editor and director until he came to the Emeryville, CA-based company on a temporary editing assignment while the first Toy Story was being developed and never left. He subsequently worked on their many hits from the three Toy Storys, A Bug's Life, Monsters Inc., Finding Nemo, Cars, Ratatouille and now as the director on the third and final installment in their landmark series.

Unkrich, with the help of producer Darla K. Anderson, sat down to conduct this exclusive interview and discuss the film, the process of creating it and sundry matters surrounding its success including the dual 2011 Oscar noms for Best Picture and Best Animated Film of the year.

Are you an illustrator, cartoonist or director?

Lee Unkrich: Personally I am not an animator.

You've never worked from that point of view?

Lee Unkrich: When I was in high school, I used to draw a lot but didn't train as an animator. I went to USC film school, so I consider myself a filmmaker first and foremost. But I've learned an enormous amount over the years working alongside John Lasseter, Andrew [Stanton], Pete [Docktor] and Brad [Bird]. So we storyboard the hell out of these movies for years before we ever begin animation, and it's all hand done. Some people draw on paper while others on computer; it's gotten a little fancier now, but you're still drawing whether it's on paper or a computer screen working with tablets. We do tens of thousands of storyboards, and that's the medium in which we work for the first two and a half years of making the movie. We hash out the story and work out the little details.

Because you're a filmmaker and not necessarily an illustrator, you think in a cinematic way, which is why your storytelling is so successful.

Lee Unkrich: I can't do anything but that; that's my background and my instincts, that's what I brought to Pixar. When I joined on the first Toy Story, John, Andrew and Peter were brilliant animators, and John had made these great short films, but this was their first feature and the rules are different. I realized pretty early on that what we were doing at Pixar was almost more akin to live-action than it was to any animation that had come up to that point.

You almost had to throw out the animation thinking.

Lee Unkrich: It became a hybrid of the two. Nobody had done this before we did, and it was really fun to be on the edge there of inventing it. So in terms of the structure of the movie, the kinds of lenses we would put on the camera, how we move the camera, this was all the grammar of live-action filmmaking. I didn't look at old animated films to figure out how to figure out the filmmaking, but you still have brilliant animators doing the work in a way that only they can when they're bringing the characters to life, and that's pure animation. Computers don't help you do the act of bringing characters to life any better; that has to come from the animator's soul and instincts. It was the blending of the two, of the old school, live-action filmmaking techniques and the new world of computerized animation that gave rise to this modern age of digital filmmaking.

Because you go back to these 20th-century toy icons, this series never feels digital. I first saw Toy Story 3 in 2D, purely as a movie, not as a 3D experience.

Lee Unkrich: Then we've succeeded because that's all we ever set out to do. A lot of people talk about the technology and how good it's gotten. Yes, the technology has gotten better – the computers are faster and we're able to do more detailed graphics – but what's advanced is the artistry of the people at the studio. We've got artists working on this film who have been with us since the beginning, so they have 16 years of making films at Pixar and have just gotten better and better and better. They're at the top of their game and are able to create, from a purely visual standpoint, a film that I think just looks gorgeous, textural and organic.

Who first had the idea of using the classic toy icons?

Lee Unkrich: When John Lasseter, Andrew Stanton and Pete [Docktor] were cooking up the first Toy Story, they would go to the toy store. They would take the company credit card to the toy store and just buy stuff and see what was on the shelves. Though you look at Mr. Potato Head now and think, "Oh he's Don Rickles; he's a curmudgeonly old guy and acerbic," you have to remember that prior to Toy Story he had no personality. We have just had so much fun over the years taking toys that we remember from our childhood and giving them personalities. John, Pete and Andrew got to do that with Mr. Potato Head; we got to do it with Ken of Barbie-and-Ken [fame]. Ken's been around forever, but I defy anyone prior to Toy Story 3 to say what kind of personality he had.

When we were younger we used to take other action figures and do weird things to the Ken – the x-rated version...

Lee Unkrich: I bet that was great fun [laughs]. And the little Fisher Price chatter telephone that Woody talks to in the prison, that was a toy I had when I was a kid, and I think a lot of us had, and if we didn't have them, we'd at least seen it before.

I had those soldiers; I still have little green army men somewhere. At the Toy Fair there is a display of classic toys.

Lee Unkrich: It's not all about nostalgia, but that's partly why people find the Toy Story films so emotionally [affecting]. When they do it's because we push this nostalgia by them. For whatever reason, we all fondly remember the toys we had when we were a kid. We've grown up, become adults, but we try to hold on to some shred of our childhood innocence, and the toys represent that. They represent another time in our lives. Thank God for eBay. With eBay we can now find those toys that we had. I can dig out all the toys I loved playing with when I was a kid and get the ones that I didn't keep. You know what I did to my wife – and I actually put it in the movie – I accidentally threw away all of her childhood stuffed animals that she'd been keeping. We were moving from one apartment to another and filling garbage bags with garbage – and I [threw] them into the dumpster behind my building. Anyway, we moved, and a month later we were still unpacking when my wife said, "Where are my stuffed animals? All of my childhood stuffed animals; I can't find them anywhere." I said, "What box did you put them in?" And she said, "I didn't put them in a box; they were in a big garbage bag." [You can imagine how I felt.]

You almost create a new audience of kids who never knew these toys and now relate to them in a new context.

Lee Unkrich: Because they've had the toys, the actual physical toys, and now they're getting to go see a new story with them.

You took iconic characters that today's kids didn't know were iconic characters, so they have a whole new history about them. That's rather fascinating...

Lee Unkrich: The weirdest thing for me is always the new toys that we invent, like Lotso the teddy bear or the other toys that didn't exist before. It's strange for us to design something from scratch and then walk into a Toys’R’Us and see them all over the shelves. We've now invented a toy; it's a weird sort of like a snake eating its own tail kind of a thing.

You understand the quintessential nature of these toys, every classic icon you think of in terms of toys; we've all had something affect us like this.

Lee Unkrich: I've had a lot of people get in touch with me after this movie who felt very guilty, a lot of teenagers and folks in their 20s who went in their attics and brought their old toys out because they just felt terrible that the toys had been locked away in the box.

Woody didn't really exist, there wasn't an original, but there are other characters that you've based him on. I guess it would be Davy Crockett.

Lee Unkrich: He wasn't really based on any particular toy. It was more just of that era.

We all had a Davy Crockett, or a Daniel Boone or something like that.

Darla K. Anderson: It was just cool that he's a cowboy. I don't think there's anything more quintessential from that mid-century time, and the new toy is the astronaut.

How do you decide which characters you keep, which you don't keep, whom you need to add?

Lee Unkrich: Of the old toys from the other movies?

Or you added into the new movie.

Lee Unkrich: Well in the case of Andy's room, when the first two movies take place Andy is anywhere from seven to nine. He has this huge menagerie of toys that he's had since he was very little that are still in his room. When we made the decision to have him be 17, almost 18, it just didn't make sense to have all those toys around anymore. No teenager has every last toy from when they were a kid. We wanted to be realistic, to show that a 17-year-old probably wouldn't have all of those toys, but more importantly we wanted the room to just be emblematic of the threat that all the other remaining toys were under. That they could be gotten rid of at any point. We wanted there to be a danger hanging in the air, so we whittled down the toy groups to the bare essentials that we needed to tell our story. We even got rid of one of the main characters from the first two movies. Bo Peep was Woody's girlfriend. We got rid of Bo Peep, and it was a very hard decision to make, but we ultimately did it because we really thought it was important that one of the toys that the audience would have fondly remembered from the first two films be gone. Because as we go through life we don't end with all the people we've gone through life with. We lose people here and there and we just wanted it to feel real, we wanted it to feel like people had moved on.

Were you worried about getting the right people back for the voices?

Lee Unkrich: Maybe at the very beginning. We have a very big cast and we had to reach out to everybody, but we've kept in touch with everybody over the years – they love it. We lost one cast member. Jim Varney played Slinky in the first two films, and he passed away right after we made the second one, so we had to hire a new actor to play him. But luckily we found a new guy. Blake Clark is a great character actor and he sounds a lot like Jim, was friends with Jim, so it was really perfect. He was very emotional about it at times; he was very honored to be stepping into his shoes.

When you add characters like Ken, do you have big-name actors say, "I'll do a test!"

Lee Unkrich: There have been people over the years that do call us and want to be a part of our films.

Or call you up and say, "You didn't have this toy; I'll do that toy."

Lee Unkrich: In the case of Ken, we had Barbie in the second film and thought she was really funny and we wanted to find a way for her character to be in the third film. And once we started talking about her, we almost immediately said, "Well, we have to have Ken." If we do Barbie we need to move on and have Ken. We didn't know what kind of personality he was going to have, but we knew it was funny. Just the idea of him being in the film was funny to us. So we started talking about his character and we started talking about what does it feel like to be a guy who's a girl's toy? You're a guy but you're only played with by little girls, and on top of that, you're ostensibly only an accessory to Barbie. He doesn't carry equal weight. We thought about that a lot and that's why the character's funny, because it comes out of the truthfulness of the toy. We didn't want to just pick some arbitrary personality and graft it on to him; we wanted it to come out of the core of who Ken is. Once we started talking about it Michael Keaton's name came up and we just thought he would be fantastic. We had worked with him on Cars. He improvised a lot, and a lot of his improvs ended up in the movie.

It's amazing to think of improvising in doing an animated film where everything has to be so precise...

Lee Unkrich: But they don't; that's the magic of what we do. We do all the voices before the animation. When we're doing recording sessions the actors aren't trying to squeeze their words into something we've already animated. It's just tape rolling and we'll go on for hours at a time playing with lines, working and improvising, and it gives the actor great freedom to really explore and play with the scenes. It gives us great freedom when we get back to Pixar, when we edit the performance together we have a lot of great raw materials to work with, and then when we give it to the animators there's just a freshness and a spontaneity. I can't even imagine what it would be like to try to animate and then try to fit voices in after the fact. That seems like such a backwards way of working on it. In [Oscar-winner Hayao] Miyazaki's films they animate and then put the voices in after the fact.

There are some other American animations that are done that way.

Lee Unkrich: I don't think there's many. It's just restrictive on both ends; it would be restrictive for the actor and limiting, and then, for the animator. My animators are providing half of the performance of the character; they're providing the entire physicality, and if they don't have a voice to listen to, or at least key off of, and be inspired by, then they're nothing, they're just in their head. It would just never work for us.

Michael Keaton [Ken] and Tim Allen [Buzz Lightyear] were standup comics before anything else. I'm not sure about Tom Hanks [Woody]. Was John Ratzenberger a standup comic?

Lee Unkrich: I don't know. They're all different. Some of the actors come in and they want to just read the text. They do a great job but they want to cue to what's been written. And then you get others like Michael Keaton, especially, who are very good at trying different things. We've worked with great people like that over the years, who are good at that. But they don't all want to, and that's fine.

Was anybody ever tempted to put in a cameo of Steve Jobs since he was CEO of Pixar?

Lee Unkrich: We never did that. I don't think he'd ever do it. We did put an iMac in Toy Story 3, so hopefully he was happy with that. There has been synergy between the companies. Steve's been good whenever he has new products that he puts out, they always seem to have Pixar trailers and images on them. So even though he's not officially part of the company anymore his heart is absolutely with it.

When you first started did you interact with him?

Lee Unkrich: With Steve? Absolutely, quite a bit. Steve has only not been with the company for about four years now, otherwise, the rest of the history of the company we were working with Steve. And he's not gone. When Pixar was sold to Disney, Steve became the biggest single shareholder of Disney and it bought him an automatic seat on the board of directors. He has been involved at a very high level with the company. He's a great guy.

Do you talk about the film to kids as much as you do to adults?

Lee Unkrich: I've had a lot of opportunity. In fact, when I was back in Cleveland [Unkrich's hometown] I spoke at a school. I've done that quite often where I take questions from the kids, and it's always interesting to see what they have to say. It's funny because kids are now more savvy than they were a generation ago about films being made. Really little kids don't understand that we make these movies. But they often want to know how long it took to make the movie, and they always find that fascinating. Some of them will ask what the budget of the film is, which I think is very funny.

This is said to be the last one?

Lee Unkrich: We don't have any plans to make another one.

Besides money, what would be the motivation to make another one?

Lee Unkrich: The only way it would ever happen is if we came up with a story that we felt just screamed to be told, that was worthy of investing four years of our lives into making. We worked hard to end the story of Andy and his toys in this film. But when we made the first Toy Story we said we're never going to make a sequel. Times change, you have ideas, so you never know what's going to happen.

There are a lot of people that say it's the best Toy Story.

Lee Unkrich: Some people say the first one's the best, some people say the second one's the best. I'm flattered that anybody thinks the third one's the best.

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