Back in 2010, Pixar released Toy Story 3 in theaters. It had been long since the last time the studio released anything related to the Toy Story franchise. As a result, audiences were concerned about whether the studio could recapture the same magic.

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Fortunately, Toy Story 3 wowed the movie-going public with its characters feeling endearing as ever, combined with heartfelt writing that pushed the franchise's envelope and marked the end of an era. In addition, there was a lot of passion between old and new members of the movie-making crew. As such, there were many fascinating choices made behind the scenes.

10 Slinky Dog's Actor Changed

Blake Clark and Jim Varney as Slinky Dog

In the first two Toy Story movies, Slinky Dog, aka Slinky, was voiced by Jim Varney, who was best known for his role as Ernest Worrell in the Ernest films. Sadly, Varney passed away due to lung cancer in 2000, a year after the release of Toy Story 2.

Toy Story 3 saw Varney get replaced by Blake Clark as the voice of Slinky. Clark and Varney were known for being close friends. Clark flawlessly imitated Varney's Slinky voice to the point of being unrecognizable unless one listened carefully.

9 Andy's Voice Actor Had An Interesting Return

Andy Davis Picking Between Woody and Buzz

The toys' owner, Andy Davis, had the same voice actor, Jonathan Morris, for the first two films, which portrayed Andy as a kid. However, Toy Story 3 explored Andy as an adult, and director Lee Unkrich sought to bring Morris back to keep the continuity flowing.

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However, none of the crew had spoken to Morris since he was a child and were unsure about his return. It took them time to find him since he had stopped acting years prior, but upon hearing his answering machine, everyone immediately agreed to the idea.

8 The Film Drew A Lot Of Inspiration From Prison Movies

Toy Story 3 Prison scene

A large part of Toy Story 3 involves the toys planning a daring escape from the Sunnyside Daycare center after the protagonists discover its horrifying nature. However, Sunnyside's leader, Lotso, alters Buzz Lightyear's setting to turn him evil and imprison the others.

Buzz makes a long-winded speech about how anyone who steps out of line will spend their night in a box outside filled with sand. The scene references similar dialogue in the film Cool Hand Luke. The toys later escape in a manner reminiscent of The Great Escape (1963).

7 Sid Makes A Cameo

Sid Phillips as a garbage man in Toy Story 3

The first Toy Story movie had Sheriff Woody and Buzz stuck in the house of the sinister toy torturer, Sid Phillips. Woody eventually manages to save Buzz from being launched on a rocket by frightening Sid into believing he and the other toys are alive.

However, an adult Sid briefly appears in Toy Story 3. Nothing states his identity specifically, but his shirt and the return of his voice actor, Erik von Detten, are clear giveaways. It is unknown if he remembers his trauma from the first movie or if he repressed the memory.

6 Trash Proved To Be The Toughest Hurdle For The Animators

Toy Story 3: Toys in the dump

Toy Story 3 showed many improvements in animation from the first and second movies. The designs of the humans and various toys were no doubt daunting tasks for the animation crew, but their biggest challenge was crafting garbage.

The trash bags were difficult to animate due to their flimsy movements and stretching properties. This task came up again in the film's climax as the toys and several pieces of garbage headed toward the incinerator. Animators had to ensure that the fire's light properly reflected off everything.

5 It Was The First Toy Story Movie Not To Receive A Perfect Score On Rotten Tomatoes

Woody says goodbye at the end of Toy Story 3

The public saw the first and second Toy Story movies as groundbreaking works for Pixar and animation. As such, both of them received perfect scores on the review aggregation website, Rotten Tomatoes.

Although Toy Story 3 upgraded the franchise's animation and heart, it sadly broke the perfect streak of the franchise and continues to sit on the website at 98%. The rating remains respectable, but it begs the question of what critics thought the previous Toy Story films did that Toy Story 3 failed to do.

4 It Had The Most Characters Of Any Pixar Movie To Date

The Toys arrive at Sunnyside Daycare

Toy Story 3 held the record (and continues to do so) for having a sizable amount of characters compared to any Pixar film, with a total of 302 characters. However, a good amount of these characters have no speaking roles.

Several of the characters first appear when the toys arrive at Sunnyside. The scene has several details and Easter eggs that are impossible to take in one viewing, such as a set of fast food toys based on a McDonald's toy line back in the 90s.

3 It Was Pixar's First Sequel In 11 Years

Toy Story 3 Opening of Andy's Imagination

Around the time Toy Story 3 was first announced, fans were shocked not only because it had been over a decade since the last Toy Story movie but also because it had been their first sequel since that period. Toy Story 2 cemented Pixar's staying power to the point a sequel didn't seem necessary.

Nevertheless, Toy Story 3 justified its purpose by answering the dilemma the second movie's ending left hanging. Of course, there would be other surprising Pixar sequels with ups and downs, but few broke new ground compared to Toy Story 3.

2 Ned Beatty Was Not The First Choice For Lotso

Lotso and Big Baby the villains of Toy Story 3

Lots-O'-Huggin Bear, aka Lotso, was voiced by Ned Beatty and first appeared as the friendly leader of Sunnyside. However, this side of him serves as a front to conceal his sadistic nature in running the daycare.

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In any case, Pixar had several choices to voice Lotso, including Mark Hamill, Michael Gambon, Liam Neeson, etc. Some of these choices could have been interesting, but few could portray Lotso's exterior friendliness to the point that even audiences wonder how he could be such a monster, even when predicting his evil.

1 The Totoro Appearance Had A Purpose

Totoro Appearance In Toy Story 3

When Woody escapes Sunnyside, he ends up at the house of a preschooler named Bonnie. One of Bonnie's toys that Woody befriends is a plush toy Totoro from Hayao Miyazaki's film produced by Studio Ghibli, My Neighbor Totoro.

While most audiences would see Totoro's inclusion as an Easter egg, it was not merely for the sake of it, as John Lasseter was close friends with Miyazaki. Disney is responsible for distributing his film's dubs on DVD, and Lasseter included it as a sign of their bond.

NEXT: 10 Saddest Scenes In The Toy Story Movies