'Toy Story 3' simply first rate

I realize that only baby boomers might get this reference, but "Toy Story 3" features a horrific, white-knuckle survival sequence that packs as much raw power as the single gunshot that killed Bambi's mother.

Yes. Bambi's mother. I'm not kidding.

It's been a long time since a G-rated animated feature has been this scary, this smart, this moving, this thrilling and this visually dynamic. (Even more than Pixar's "Up?" Yes!)

The sheer excellence of Disney/Pixar's "Toy Story 3" is all the more amazing because it's a second sequel to a hit movie, so the writers are limited to using certain characters and conventions already established in "Toy Story" (1995) and "Toy Story 2" (1999).

When you consider that almost all of the original actors have returned to play their characters 11 years since the last "Toy Story," this sequel deserves even greater admiration. (Jim Varney, the voice of Slinky the dog, died in 2000 and has been replaced by Blake Clark. Bo Peep, Wheezy the Penguin and the Etch-a-Sketch apparently have become yard sale fodder.)

"Toy Story 3" takes up when young Andy (John Morris) is preparing to head off to college. What will he do with all his favorite toys? Throw them away? Donate them? Take them to college?

The green army soldiers don't wait around. They bail.

Andy sets aside all his toys, except for Cowboy Woody (Tom Hanks), to be donated, but an accident places them in the trash bin. Woody's attempt to save his pals becomes the first crisis of many as the toys struggle to survive and face the biggest question of their existence: Who will play with them and give their lives meaning?

Eventually, the toys - Buzz Lightyear (Tim Allen), Jessie (Joan Cusack), Mr. & Mrs. Potato Head (Don Rickles and Estelle Harris), Hamm (John Ratzenberger), Rex (Wallace Shawn) and others - wind up in the Sunnyside Day Care Center, a seeming toy heaven.

They are welcomed by Sunnyside's resident toys, among them the egocentric Ken doll (Michael Keaton with a perfect Ken delivery) who takes an instant interest in Barbie ("Little Mermaid" star Jodie Benson), almost as much as he's fascinated by himself.

(Mattel Toys originally denied permission for Pixar to use Barbie in the first "Toy Story." When it become a juggernaut hit, a remorseful Mattel relented and let Barbie co-star in "Toy Story 2." Ironically, poking fun at Ken's perfect plastic looks and turning him into a fey metrosexual are exactly what Mattel probably feared in the first film.)

Sunnyside is run by the folksy, strawberry-scented Lotso Love Bear (Ned Beatty), who welcomes Woody, Buzz and the gang with open, stuffed arms. You just know something's not right.

Lotso has owner abandonment issues, and he has turned Sunnyside into a virtual prison, complete with search lights, guard-toys and a diabolic enforcer: a giant baby doll with one eye agog.

"Toy Story 3" pays homage to classic prison escape movies for sure. But this snappy, witty film (scripted by "Little Miss Sunshine" writer Michael Arndt) references all sorts of genres, including horror films, war movies, chase pictures and star-crossed romances.

The original "Toy Story" was about the old (cowboy doll Woody) making room for the new (Buzz the spaceman) and embracing it without resentment or anger. AARP members will understand this.

"Toy Story 2" went deeper by presenting a thinly veiled metaphor for the temporary nature of life and love. Woody knows that one day Andy will abandon him, but until then, Woody remains loyal and loving - while it lasts.

"Toy Story 3," directed by longtime Pixar employee Lee Unkrich, is yet another bittersweet reminder about the passage of time. It affirms that change is inevitable, and even in this weird and fascinating universe of talking toys, love lives on in the next generation.

Bring some hankies.

Note: "Toy Story 3" is preceded by Teddy Newton's astonishing short "Day and Night," an inventive, wordless exploration of polar opposites as played by two amorphous characters depicting the world, one in daytime, the other in nighttime. You have to see it to understand it, and it works. Trust me.

"Toy Story 3"#9733;#9733;#9733;#9733;Starring: Tom Hanks, Tim Allen, Joan Cusack, Michael Keaton, Jodie Benson, Laurie Metcalf, Ned BeattyDirected by: Lee UnkrichOther: A Walt Disney release. Rated G. 103 minutes