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Now that Andy (John Morris) is all grown up, he doesn't have time anymore to play with his toys. They are left in a box, hoping to be played with one day. Later, they learn that Andy has to leave his home for college, and they fear that he will abandon them.
However, even though Andy doesn't have time to play with his toys, he is still attached to them. That's why he places them in a black plastic bag to put them in the attic. But, when Andy's mom (Laurie Metcalf) sees the plastic bag, she thinks it is trash and places it outside along with other trash bags to be picked up by the garbage truck. When the toys see where they have been taken, they assume that Andy doesn't want them anymore and was about to throw them in the trash. They start thinking about going to a place called Sunny Side Day Care where children spend the day playing with toys. Meanwhile, Woody (Tom Hanks), Andy's favorite toy, is put in a separate box by his owner because he wants to go to college with him, so he is able to witness everything and knows that Andy doesn't want his toys thrown in the trash.
After the other toys sneek in the car of Andy's mom, Woody gets in the trunk as well to try to persuade them to get back in the house because because Andy still loves them, but it's too late: Andy's mom starts the car and gets on the road to Sunny Side Day Care.
When Andy's mom arrives at Sunny Side Day Care with a donation box containing the toys, the box is put in a room where they see every toy being played with by very nice children. Woody, confident that he still belongs with Andy, goes back alone after trying to persuade the other toys to come with him.
Decided to make Sunny Side their new home, the toys meet Lotso (Ned Beatty), short for "Lots-o'-hugin bear", the leader of all toys at Sunny Side. Lotso brings them to another room of Sunny Side, guaranteeing them that they will still be played with. When the children come, the toys make themselves ready with a big smile on their face, but once they start being played with, they find out that the children of this other room don't know how to play with toys, throwing them up and down, detaching their parts, and mistreating them in every possible way. They just find out the not-so-sunny side of Sunny Side.
Not long after, the toys can't take anymore injuries, so Buzz Lightyear (Tim Allen) decides to go discuss the matter with Lotso. While furtively following his allies into a vending machine, Buzz is caught. Ken (Michael Keaton) and Lotso's other allies automatically tie Buzz up and start threatening him.
But when Lotso gets in the room, he tells them to untie him and treats him with kindness. However, when when he proposes Buzz to join his clan and he refuses, he tells his men to tie him back. After finding Buzz's instruction manual, they find a way to reset Buzz to his original state, to the state where he still believed he was an intergalactic superhero, and they manipulate him to make him work for Lotso.
Meanwhile, Woody is out of Sunny Side and trying to find a way to get home. While in the streets, he is found by a very nice little girl who takes him with her. At the little girl's home, Woody meets her toys which are also very nice and they play and have a lot of fun together, but Woody still has only one goal in mind: going home.
However, when Woody mentions to the little girl's toys that his friends are at Sunny Side, they tell him that it's the most horrible place a toys could live in, a statement he would've never expected to hear about the day care center. They tell him that Lotso has full control over Sunny Side and that his friends are may not even have the possibility to escape from the dark and horrible Sunny Side.
After hearing these shocking news, Woody decides to go back to Sunny Side to save his friends. However, after getting in the building, he is told by a Phone toy that the building is permanently under surveillance by Lotso's crew, who have eyes all over the place thanks to the Monkey toy who controls the camera system and alerts the crew whenever a captive tries to escape. He is the first enemy that Woody has to take down in order to successfully escape.
Knowing what he has to do, Woody plans a scheme with his friends to escape Sunny Side. However, after immobilizing the Monkey and stealthily walking the playground, they are caught by Lotso just a few inches away from their exit which is a hole that leads to the garbage containers and to the outside.
After several minutes of discussion and conflict, Woody and his friends end up in a garbage container along with Lotso, and are picked up by a garbage truck that drops them in waste disposal. Since they are being carried with the trash, they find themselves exposed to the automated trash recycling systems.
They manage to survive the first phase of the recycling process which is the pulverization of the trash, but when they get to the second phase, they are betrayed by Lotso and are stuck with no potential exit. While they hold hands, thinking it's their last day, the three little green Alien toys (Jeff Pidgeon) save them by picking them up with a machine that they refer to as "the claw" because of its similarity with the "claw" that was in pizza planet in the first Toy Story movie.
In the end, Andy donates them to the nice little girl that Woody met before, and Lotso ends up attached to the front side of a dirty road truck.
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