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ALL SCRIPTS




TOY STORY























                      "TOY STORY"



                   Original Story by
                     John Lasseter
                      Pete Docter
                     Andrew Stanton
                       Joe Ranft

                     Screenplay by
                      Joss Whedon
                     Andrew Stanton
              Joel Cohen and Alec Sokolow

                       
















                                                 FINAL DRAFT
                                                 November 1995



                         "TOY STORY"

FADE IN:

INT. ANDY'S BEDROOM

A row of moving boxes lie on the floor of the room.  They
are drawn up in crayon to look like a miniature Western town.
The bedroom is lined with cloud wallpaper giving the
impression of sky.

One of the boxes has a children's illustrated "WANTED"
poster of a Mr. Potato Head taped to it.

A MR. POTATO HEAD DOLL is set in front of the poster.  The
VOICE OVER of ANDY, a 6-year-old boy, can be heard acting
out all the voices of the scene.

                         ANDY (AS POTATO HEAD)
            Alright everyone, this is a stick-
            up!  Don't anybody move!  Now empty
            that safe!

A GROUP OF TOYS have been crowded together in front of the
"BANK" box.

Andy's hand lowers a CERAMIC PIGGY BANK in front of Mr.
Potato Head and shakes out a pile of coins to the floor.  Mr.
Potato Head kisses the coins.

                         ANDY (AS POTATO HEAD)
            Ooh!  Money.  Money.  Money.
                   (kissing noises)


A porcelain figurine of the shepherdess, BO PEEP, is brought
into the scene.

                         ANDY (AS BO PEEP)
            Stop it!  Stop it, you mean old
            potato!

                         ANDY (AS POTATO HEAD)
            Quiet Bo Peep, or your sheep get
            run over!

The companion porcelain sheep are placed in the center of a
Hot Wheels track loop.

                         ANDY (AS SHEEP)
            Heeeeelp!  BAAAAA!  Heeeelp us!

                         ANDY (AS BO PEEP)
            Oh, no!  Not my sheep!  Somebody do
            something!

WOODY, a pull-string doll cowboy, enters into the scene
opposite the inanimate spud.

Andy's hand pulls on the ring in the center of Woody's back.

                         WOODY (VOICE BOX)
            Reach for the sky.

                         ANDY (AS POTATO HEAD)
            Oh, no!  Sheriff Woody!!

                         ANDY (AS WOODY)
            I'm here to stop you, One-Eyed Bart.

Andy's hand pulls out one of Mr. Potato Head's eyes.

                         ANDY (AS POTATO HEAD)
            Doooooh!  How'd you know it was me!

                         ANDY (AS WOODY)
            Are you gonna come quietly?

                         ANDY (AS POTATO HEAD)
            You can't touch me Sheriff!  I
            brought my attack dog with a built-
            in force field!

Andy places a TOY DOG, with a SLINKY for a mid-section, in
front of Mr. Potato Head and stretches him out.

                         ANDY (AS WOODY)
            Well I brought my DINOSAUR, who
            eats force field dogs!!

Andy reveals a PLASTIC TYRANNOSAURUS REX, who stomps on the
Slinky Dog.

                         ANDY (AS DINOSAUR)
            AAAAR!  ROAR-ROAR-ROAR!

                         ANDY (AS SLINKY DOG)
            YIPE!  YIPE-YIPE-YIPE!

                         ANDY (AS WOODY)
            You're goin' to jail, Bart.

Andy picks up Mr. Potato Head and places him in a baby crib
in the room.

A cardboard sign is taped to the bars with the word "JAIL"
written in crayon.

                         ANDY (AS WOODY)
            Say good-bye to the wife and
            tatertots.

Andy's 1-year-old sister, MOLLY, crawls over and picks up Mr.
Potato Head.  She sucks on him for a beat then proceeds to
pound the toy repeatedly against the rail of her crib,
forcing some of his parts loose.

Andy, wearing a cowboy hat himself, picks up Woody off the
floor.

                         ANDY
                   (pulling Woody's string)
            You saved the day again, Woody.

                         WOODY (VOICE BOX)
            You're my favorite deputy.

BEGIN TITLES

SONG "YOU'VE GOT A FRIEND IN ME" plays while Andy does
various activities with Woody:

-- Andy turns the Western town boxes around to reveal cows
drawn on the other side.  He grabs a jump rope and pretends
Woody is lassoing the cattle.

                         ANDY
            C'mon, let's wrangle up the cattle.

-- Andy then rides Woody around on an RC (remote control)
car, and herds the remaining "cow" boxes under Molly's crib.

INT. STAIRWELL

-- Andy places Woody on the top of the stairwell banister
allowing the doll to slide downstairs.  Andy races ahead and
catches him at the bottom.

INT. DOWNSTAIRS LIVING ROOM

-- Andy & Woody fall into the La-Z-Boy chair and spin around
and around.

Next, Andy uses the La-Z-Boy foot rest as a catapult.

Andy flings Woody across the room to the sofa.

                         ANDY
                   (raising his arms)
            Score!

SONG ENDS

Woody lies limp on the sofa while Andy is heard talking to
his mother.

                         ANDY (O.S.)
            Wow!  Cool!

                         MRS. DAVIS (O.S.)
            Whadda ya think?

                         ANDY (O.S.)
            Oh, this looks GREAT, Mom!

ANGLE: THE ADJOINING DINING ROOM

MRS. DAVIS, Andy's thirty eight-year-old mom, has just
finished decorating the area with streamers and balloons.  A
banner is draped across the archway.  It reads: "Happy
Birthday Andy."

Woody's frozen face stares in the direction of the birthday
decorations.

                         ANDY
            Can we leave this up 'til we move?

                         MRS. DAVIS
            Well, sure, we can leave it up.

                         ANDY
            Yeah!

                         MRS. DAVIS
            Now go get Molly.  Your friends are
            going to be here any minute.

                         ANDY
            Okay.

Andy picks up Woody from the couch and runs upstairs.

                         ANDY
            It's party time, Woody!

INT. ANDY'S BEDROOM - CONTINUOUS

Andy and Woody enter the room.  Molly is still banging
Potato Head against her crib railing.  Andy tips Woody's hat
at her.

                         ANDY
            Howdy, Little Lady!

He deposits Woody on the bed and pulls his string one last
time.

                         WOODY (VOICE BOX)
            Somebody's poisoned the waterhole.

                         ANDY
                   (picking up Molly)
            C'mon, Molly.  Oh, you're getting
            heavy!
                   (to Woody)
            See ya later, Woody.

Andy exits.

END TITLES

Woody's eyes come to life.  The cowboy doll sits up, his
expression changing from a smile to worry.

                         WOODY
                   (to himself)
            Pull my string!  The birthday
            party's today?!

Woody thinks.

                         WOODY
                   (to the room)
            Okay, everybody.  Coast is clear.

The bedroom comes alive.  TOYS emerge from the toy box, the
closet, the shelves, etc... in a flurry of activity.

POTATO HEAD, his body parts strewn across the floor, sits
himself upright and begins to re-assemble himself.

                         MR. POTATO HEAD
            Ages three and up.  It's on my box.
            Ages three and up!  I'm not
            supposed to be babysitting Princess
            Drool.

HAMM, the piggy bank, flips one last penny into his coin
slot.  Potato Head walks up to him.  All his facial pieces
are in the wrong slots.

                         MR. POTATO HEAD
            Hey, Hamm!  Look!  I'm Picasso!
                         HAMM
            I don't get it.

Hamm walks away.

                         MR. POTATO HEAD
            You uncultured swine!
                   (to someone O.S.)
            What are you looking at, ya hockey
            puck?!

Potato Head walks past, revealing a hockey puck figurine.

Woody sits on the edge of the bed observing all the activity.
He turns to a plastic green army man, SARGENT, standing on
the night stand.

                         WOODY
            Uh, hey Sarge, have you seen Slinky?

                         SARGENT
                   (saluting)
            Sir!  No Sir!

                         WOODY
            Okay, thank you.  At ease.

Woody hops off the bed.

                         WOODY
            Hey, Slinky?

                         SLINKY (O.S.)
            Right here, Woody!

A toy Slinky dog, SLINKY, appears from under the bed pushing
out a checker board set.  He begins to place the checkers on
the board.

                         SLINKY
            I'm red this time.

                         WOODY
            No, Slink --

                         SLINKY
            Oh...well alright, you can be red
            if you want.

                         WOODY
            Not now, Slink.  I've got some bad
            news.

                         SLINKY
            Bad news?!

                         WOODY
            Sh-h-h-h-h!!

Woody covers up Slinky's mouth, aware that the other toys in
the room are watching.  He leans in close to Slinky.

                         WOODY
                   (whispering)
            Just gather everyone up for a staff
            meeting and be happy!!

                         SLINKY
            Got it.

Slinky shuffles off.

                         WOODY
            Be HAPPY!

Slinky perks up his gait and LAUGHS HARD.

Woody proceeds in the other direction.  He passes a toy
ROBOT and SNAKE partially hidden under the bedspread.

                         WOODY
                   (to the room)
            Staff meeting, everybody.
                   (aside)
            Snake, Robot -- podium duty.

Robot and Snake come out from under the bed and reluctantly
follow Woody.

Woody walks past an Etch-A-Sketch, ETCH, going the other
direction.

                         WOODY
            Hey Etch!  Draw!

Both Etch and Woody whip around like gunfighters.

Before Woody can fully extend his arm out, the Etch-A-Sketch
etches a gun on its screen.

                         WOODY
                   (pretending to be shot)
            Oh!! You got me again, Etch! You've
            been working on that draw.  Fastest
            knobs in the west.

Slinky passes a group of toys on the floor.

                         SLINKY
            Got a staff meeting, you guys, come
            on, let's go!

Robot and Snake begin constructing a podium made out of
Legos and a Tinker Toy tub while Woody searches the floor.

                         WOODY
            Now where is that -- ?  Aw, hey,
            who moved my doodle pad way over here?

Woody spots the doodle pad on the floor by the desk and
walks over to it.  As he reaches down to pick it up...

REX, the plastic dinosaur, jumps out to scare Woody.

                         REX
            ROOAAAARR!!!

                         WOODY
                   (unaffected)
            Oh, how ya doin', Rex?

Rex suddenly turns timid.

                         REX
            Were you scared?  Tell me honestly.

                         WOODY
            I was close to being scared that time.

Woody heads back to the podium.  Rex follows.

                         REX
            I'm going for fearsome here, but I
            just don't feel it.  I think I'm
            just coming off as annoying.

A crook suddenly grabs Woody's neck and jerks him towards BO
PEEP, the porcelain figurine.

                         WOODY
                   (choking)
            Aach! -- Oh, hi, Bo.

                         BO PEEP
            I wanted to thank you, Woody, for
            saving my flock.

                         WOODY
                   (blushing)
            Oh, hey - it was nothing.

                         BO PEEP
            Whadda ya say I get someone else to
            watch the sheep tonight?

                         WOODY
                   (very flustered)
            Heh, heh...oh yeah, uh, I...

Bo saunters back towards her lamp stand, passing a stack of
ABC blocks.

                         BO PEEP
            Remember, I'm just a couple of
            blocks away.

Woody is left lovestruck.

All the rest of the toys in the room are filing past Slinky.

                         SLINKY
            Come on, come on!  Smaller toys up
            front.

Woody remains lovestruck in the middle of the room.

                         SLINKY
            Hey, Woody!  C'mon!

Woody snaps out of his trance and rushes over to the podium.

The toys crowd together as Woody steps up to the podium.
MIKE, a toy tape recorder, waddles up next to Woody and
indicates his microphone.

                         MIKE
            Ahem!

                         WOODY
                   (grabbing microphone)
            Oh, thanks, Mike.
                   (to the crowd)
            Okay --

SFX: FEEDBACK

                         WOODY
                   (to Mike)
            Oh, whoa, step back --

Mike waddles back a step to stop the feedback.

                         WOODY
            Hello?  Check?  Better?  Great.
            Everybody hear me?  Up on the
            shelf, can you hear me?  Great!
            Okay, first item today...oh, yeah.
            Has everyone picked a moving buddy?

The toys all MOAN.

                         HAMM
            Moving buddy?!  You can't be serious!

                         REX
            Well I didn't know we were supposed
            to have one already.

                         MR. POTATO HEAD
                   (waving his arm out
                   its socket)
            Do we have to hold hands?

The toys LAUGH and SNICKER.

                         WOODY
            Oh, yeah, you guys think this is a
            big joke.  We've only got one week
            left before the move.  I don't want
            any toys left behind.  A moving
            buddy -- if you don't have one, get
            one!
                   (checking the pad)
            Alright, next...uh...oh, yes.
            Tuesday night's "Plastic Corrosion
            Awareness" meeting was, I think, a
            big success and we want to thank Mr.
            Spell for putting that on for us.
            Thank you, Mr. Spell.

The words "You're welcome" scroll across Mr. Spell's display
screen as he speaks.

                         MR. SPELL
            You're welcome.

                         WOODY
            Ok, uh...oh yes.  One minor note
            here...
                   (under his breath)
            Andy's birthday party's been moved
            to today.
                   (full voice)
            Next we have --

The toys all PANIC.

                         REX
            What?!  Whadda ya mean, the party's
            today?!  His birthday's not 'til
            next week!!

                         HAMM
            What's going on down there?  Is Mom
            losing her marbles?!

                         WOODY
            Well, obviously she wanted to have
            the party before the move.  I'm not
            worried.  You shouldn't be worried.

                         MR. POTATO HEAD
            Of course Woody ain't worried!
            He's been Andy's favorite since
            kindergarten!

                         SLINKY
            Hey, hey!  Come on, Potato Head!
            If Woody says it's all right, then,
            well, darnit, it's good enough for
            me.  Woody has never steered us
            wrong before.

While Slinky speaks, Potato Head takes off his mouth and
mimes kissing his own butt.

                         WOODY
            C'mon, guys!  Every Christmas and
            birthday we go through this.

                         REX
            But what if Andy gets another
            dinosaur?  A mean one?  I just
            don't think I can take that kind of
            rejection.

                         WOODY
            Hey, listen, no one's getting
            replaced.  This is Andy we're
            talking about.

Woody steps down from the podium and walks towards the crowd.

                         WOODY
                   (continued)
            It doesn't matter how much we're
            played with.  What matters is that
            we're here for Andy when he needs
            us.  That's what we're made for.
            Right?
Everyone is now looking down, sheepish.

                         HAMM
            Pardon me.  I hate to break up the
            staff meeting, but THEY'RE HERE!
            Birthday guests at three o'clock!

                         WOODY
            Stay calm, everyone!!

Too late.  The toys PANIC and stampede over Woody towards
the bedroom window, leaving him alone on the floor.

                         WOODY
            Uh, meeting adjourned.

The toys all crowd around the bedroom window, trying to get
a peek outside.

                         HAMM
            Oh, boy.  Will ya take a look at
            all those presents?!

                         MR. POTATO HEAD
            I can't see a thing!

Unable to see over the crowd, Potato Head pulls his eyes out
of his head and holds them up over the other toys.

ANGLE: TOY'S POV OF ANDY'S FRONT YARD

CHILDREN file towards the front door carrying presents.

                         HAMM
            Yessir, we're next month's garage
            sale fodder for sure.

                         REX
                   (panicked)
            Any dinosaur-shaped ones?

                         HAMM
            Ah, for crying out loud, they're
            all in boxes, you idiot!

The presents keep coming.

                         REX
            They're getting bigger.

                         SLINKY
            Wait!  There's a nice little one
            over there!

At first, the kid's present appears to be a little box, but
then the kid turns -- the present is four feet long.  The
toys SCREAM.

                         MR. SPELL
            Spell the word "trashcan."

                         REX
            We're doomed!

Down on the floor, Woody smacks his hand to his forehead in
surrender.

                         WOODY
            Alright!  Alright!

The toys turn inside and look down at Woody.

                         WOODY
                   (continued)
            If I send out the troops, will you
            all calm down?

                         REX
            Yes!  Yes!  We promise!

                         WOODY
            Okay, save your batteries!

                         HAMM
            Eh, very good, Woody.  That's using
            the old noodle.

Woody jumps up onto Andy's bed and turns to the Sargent on
the nightstand.

                         WOODY
            Sargent.  Establish a recon post
            downstairs.  Code red.  You know
            what to do.

                         SARGENT
            Yes SIR!

The green army man hops down to the floor where a "BUCKET O'
SOLDIERS" sits.

                         SARGENT
            Alright men, you heard him.  Code
            Red!  Repeat: We are at Code Red!
            Recon plan Charlie.  Execute!
            Let's move move move!!

THE GREEN ARMY MEN file out of the bucket and march in
formation across the bedroom floor.

INT. UPSTAIRS HALLWAY

Andy's door creaks open and a lone army man ventures forth
to make sure the coast is clear.  Satisfied, he motions for
the others to proceed.  Squads of soldiers march into the
hall carrying a baby monitor and a jump rope.

The army men each leapfrog behind the stairway banisters and
hold their positions while the Sargent surveys the scene
below through his binoculars.

ANGLE: SARGENT'S BINOCULAR VIEW OF DOWNSTAIRS

Directly below, Mrs. Davis passes through the hallway
rounding up Andy and all his birthday guests.

                         MRS. DAVIS
            Okay, c'mon kids!  Everyone in the
            living room.  It's almost time for
            the presents.

Once Mrs. Davis and the children are out of sight, the
Sargent motions to his men with a silent hand signal.

TWO PARATROOPERS jump out through the railing, parachuting
down to the floor below.

INT. DOWNSTAIRS HALLWAY - CONTINUOUS

The paratroopers sweep the area with their plastic rifles,
then give the "all clear" sign.

The jump rope is lowered, and more soldiers rappel down.

INT. ANDY'S BEDROOM

The toys race towards the nightstand where Woody has placed
the receiving half of the baby monitor.

                         WOODY
            And this --
                   (turning on the baby monitor)
            -- is how we find out what is in
            those presents.

INT. DOWNSTAIRS HALLWAY

The green army men march in formation across the floor when
suddenly...

SFX: FOOTSTEPS

Can be heard approaching from behind the connecting kitchen
door.  Immediately the Sargent signals for his men to freeze
in their various classic action poses.

                         MRS. DAVIS (O.S.)
            Okay, who's hungry?  Here come the
            chips.  I've got Cool Ranch and
            Barbeque --

The door opens and Mrs. Davis' foot comes down hard on top
of a soldier.

                         MRS. DAVIS
            Owww!  What in the world -- ?  Oh,
            I thought I told him to pick these up.

With a sweep of her foot, she brushes the army men out of
her path and continues on to the living room.

INT. ANDY'S BEDROOM

                         REX
            Shouldn't they be there by now?
            What's taking them so long?!

                         WOODY
            Hey, these guys are professionals.
            They're the best.  C'mon, they're
            not lying down on the job.

INT. DOWNSTAIRS HALLWAY

As soon as Mom is gone, the Sargent motions for his men to
proceed toward a nearby houseplant that looks into the
living room.

The Sargent then notices an injured soldier struggling to
drag himself forward -- a casualty of Mrs. Davis' foot.  The
Sargent helps the injured soldier to his feet.

                         WOUNDED SOLDIER
                   (moans)
            Go on without me.  Just go!

                         SLINKY
            A good soldier never leaves a man
            behind.

The Sargent motions to the remaining men above.  They lower
themselves via jump rope, riding the baby monitor.  Once
downstairs, they hustle the baby monitor towards the
houseplant.  Suddenly...

A BALL

bounces into the hallway, followed by the sound of footsteps
and kid clamor.

The Sargent, supporting his wounded man, reaches the plant,
right on the heels of the squad with the baby monitor.  They
conceal themselves in the house plant just before the
children run by.

INT. DOWNSTAIRS - HOUSE PLANT - CONTINUOUS

While the baby monitor is set in place, A MEDIC evaluates
the wounded soldier and gives the "thumb's up" signal.

The Sargent scans the party with his binoculars.

ANGLE: BINOCULAR VIEW OF BIRTHDAY PRESENTS

The pile of brightly wrapped gifts sits atop the living room
coffee table.

                         SARGENT (O.S.)
            There they are.

INT. ANDY'S BEDROOM

The toys perk up as STATIC suddenly emits from the baby
monitor.

                         SARGENT (O.S.)
                   (over monitor)
            Come in, Mother Bird, this is Alpha
            Bravo.

                         WOODY
            This is it!  This is it!  Quiet,
            quiet, quiet!

                         SARGENT (O.S.)
                   (over monitor)
            Come in, Mother Bird.
            Alright...Andy's opening the first
            present now.

                         MR. POTATO HEAD
                   (chanting)
            Mrs. Potato Head...Mrs. Potato
            Head...Mrs. Potato Head...
                   (off Rex's look)
            Hey, I can dream, can't I?

                         SARGENT (O.S.)
                   (over monitor)
            The bow's coming off...he's ripping
            the wrapping paper...it's
            a...it's...it's a lunchbox!  We've
            got a lunchbox, here!

                         WOODY
            A lunchbox?!

                         MR. POTATO HEAD
            A lunchbox...?!

                         SLINKY
            For lunch.  Heh heh heh...

                         SARGENT (O.S.)
                   (over monitor)
            Ok, second present...it appears to
            be...okay, it's bed sheets.

                         MR. POTATO HEAD
            Who invited THAT kid?!

INT. LIVING ROOM

ANGLE: BINOCULAR VIEW OF PRESENTS

                                          MATCH DISSOLVE TO:

ANGLE: BINOCULAR VIEW OF A SINGULAR PRESENT

                         MRS. DAVIS
            Oh, only one left.

INT. ANDY'S BEDROOM

                         SARGENT (O.S.)
                   (over monitor)
            Okay, we're on the last present now...

                         WOODY
            Last present!

                         SARGENT (O.S.)
                   (over monitor)
            It's a big one...It's a...it's a
            boardgame!  Repeat!  Battleship --
            Battleship, the boardgame!

The toys CHEER WITH RELIEF.

                         HAMM
            Yeah, alright!!

Hamm gives Potato Head a congratulatory pat on the back,
sending his facial features flying.

                         MR. POTATO HEAD
            Hey, watch it!

                         HAMM
            Sorry there, old Spudhead.

INT. DOWNSTAIRS - HOUSE PLANT

                         SARGENT
                   (to army men)
            Mission accomplished.  Well done,
            men.  Pack it up, we're going home.

INT. ANDY'S BEDROOM

                         WOODY
            So did I tell ya?  Huh?  Nothing to
            worry about.

                         SLINKY
            I knew you were right all along,
            Woody.  Never doubted you for a
            second.

INT. DOWNSTAIRS - HOUSE PLANT

The platoon is preparing to exit the plant when...

                         MRS. DAVIS (O.S.)
            Wait a minute.  Oooh, what do we
            have here?!

The Sargent lifts his binoculars back to his eyes.

ANGLE: BINOCULAR VIEW OF LIVING ROOM

Mrs. Davis can be seen opening the closet and pulling out
another large present.

                         SARGENT
                   (indicating the baby monitor)
            Wait -- turn that thing back on!

INT. ANDY'S BEDROOM - CONTINUOUS

                         SARGENT (O.S.)
                   (over monitor)
            Come in, Mother Bird, come in,
            Mother Bird.

All the toys tense up.

                         SARGENT (O.S.)
                   (continued)
            Mom has pulled a surprise present
            from the closet.  Andy's opening it...

INT. DOWNSTAIRS - HOUSE PLANT - CONTINUOUS

                         SARGENT
            He's really excited about this one.
            It's a huge package.  Oh -- get
            out -- one of the kids is in the
            way, I can't see...

INT. ANDY'S BEDROOM - CONTINUOUS

                         SARGENT (O.S.)
                   (from monitor)
            ...it's...it's a --

The sound of children CHEERING emits from the monitor,
cutting off the Sargent.

                         REX
            It's a WHAT?! WHAT IS IT?!!!

Rex grabs a leg of the nightstand and shakes it, making the
monitor drop to the floor.  The impact causes the batteries
to roll out.

                         REX
            Oh, no!

                         MR. POTATO HEAD
            Oh, ya big lizard!  Now we'll never
            know what it is!

                         HAMM
                   (sarcastic)
            Way to go, Rex.

Everyone rushes to the fallen monitor.  Potato Head tries to
correctly insert the batteries.

                         WOODY
            No, no!  Turn 'em around, turn 'em
            around!

                         HAMM
            Eh, he's puttin' 'em in backwards!

                         WOODY
            Plus is positive, minus is negative!
            Oh, let me!

Woody jumps down off the bed and shoves both Hamm and Potato
Head aside.

INT. LIVING ROOM

                         ANDY
            Let's go to my room, guys!

The kids rush past the houseplant.

                         SARGENT
                   (into the monitor)
            RED ALERT!  RED ALERT!  ANDY IS
            COMING UPSTAIRS!

INT. ANDY'S BEDROOM - CONTINUOUS

Woody puts the last battery back in.

                         WOODY
            There.

                         SARGENT (O.S.)
                   (over monitor)
            Juvenile intrusion!  Repeat!
            Resume your positions NOW!

                         WOODY
            Andy's coming, everybody!  Back to
            your places.  Hurry!

The toys PANIC and scatter about the room.

                         MR. POTATO HEAD
            Where's my ear?  Who's seen my ear?
            Did you see my ear?

                         REX
            Outta my way!  Here I come, here I
            come --

Frantic, Rex slams into a trashcan and falls over.

Everyone scurries to their places as the KIDS' FOOTSTEPS
grow louder.

Woody falls limp in his spot on the bed just as...

Andy's bedroom door flies open and a flood of children's
feet rush in.

                         FRIEND #1
            Hey, look!  His lasers light up.
                         ANDY
            Take that, Zurg!

Woody is flung off Andy's pillow and slides, unnoticed, down
the gap between the bed and the back wall.

                         FRIEND #2
            Quick!  Make a space!  This is
            where the spaceship lands.

                         ANDY
            -- and you press his back and he
            does a karate-chop action!

                         MRS. DAVIS (O.S.)
            Come on down, guys.  It's time for
            games!  We've got prizes!

                         ANDY
            Oh, yeah!

The kids all run out as fast as they entered, SLAMMING THE
DOOR behind them.

BEAT

The toys slowly come to life and make their way toward the bed.

                         MR. POTATO HEAD
            What is it?

                         BO PEEP
            Can you see it?

                         SLINKY
            What the heck is up there?

                         REX
            Woody?  Who's up there with you?

Woody crawls out from under the bed.  The toys are shocked
to discover him there.

                         SLINKY
            Woody, what are you doing under the
            bed?

                         WOODY
                   (composing himself)
            Uh-h-h-h...nothing!  Uh, nothing.
            I'm sure Andy was just a little
            excited, that's all.  Too much cake
            and ice cream, I suppose.  It's
            just a mistake.

                         MR. POTATO HEAD
            Well, that MISTAKE is sitting in
            your spot, Woody.

                         REX
                   (GASP!)
            Have you been replaced?

                         WOODY
            Hey!  What did I tell you earlier?
            No one is getting replaced.

The toys give each other a look of doubt.

                         WOODY
            Now let's all be polite, and give
            whatever it is up there a nice, big
            "Andy's Room" welcome.

Woody climbs slowly up the side of the bed, peeking over the
edge.  His eyes widen at the sight of...

BUZZ LIGHTYEAR

We see Buzz as Woody does - an expensive looking space age
action figure, covered with buttons and stickers from head
to toe.  The imposing "G.I. Joe-sized" doll stands heroically
in the center of the bed, his back to Woody.

Woody GULPS.

Buzz comes alive and looks around.

ANGLE: BUZZ'S POV THROUGH HIS HELMET

While he scans the bedroom a "DARTH VADER" LIKE BREATHING is
heard.

Buzz eyes it all suspiciously and pushes a button on his chest.

SFX: ELECTRONIC BEEP

                         BUZZ
            Buzz Lightyear to Star Command.
            Come in, Star Command.

Nothing.  He pushes the button again.

                         BUZZ
            Star Command - come in.  Do you
            read me?
                   (to himself)
            Why don't they answer?!!
Just then, Buzz catches sight of his ripped packaging.  The
box is designed to look like a spaceship.

                         BUZZ
                   (GASP)
            My ship!!

He runs up to the box and investigates the damage.

                         BUZZ
            Blast!  This'll take weeks to repair!

Buzz flips open a plastic compartment on his arm -- his
wrist communicator.

                         BUZZ
            Buzz Lightyear Mission Log.
            Stardate 4072: My ship has run off
            course en route to sector 12.  I've
            crash landed on a strange planet.
            The impact must have awoken me from
            hyper-sleep.

Buzz springs up and down on the squishy surface of the bed.

                         BUZZ
                   (into communicator)
            Terrain seems a bit unstable...

He taps the sticker of controls on his wrist communicator.

                         BUZZ
                   (into communicator)
            No read-out yet if the air is
            breathable... and there seems to be
            no sign of intelligent life
            anywhere --

ANGLE: BUZZ'S POV THROUGH HIS HELMET

Woody's face suddenly pops into view.

                         WOODY
            Hello-o-o...

                         BUZZ
            HO-YAAAHH!!!

Buzz jumps back, taking a fighting stance.  He presses a
button on his arm that turns on a red "laser beam" light on
his wrist.  Buzz aims the red beam on Woody's forehead and
holds it there.

                         WOODY
            Aaaaaaah!  Whoa, hey, whoa, did I
            frighten you?  Didn't mean to.
            Sorry.  Howdy!  My name is Woody
            and this is Andy's room.  That's
            all I wanted to say, and also,
            there has been a bit of a mix-up.
            This is my spot, see, the bed here --

While Woody is speaking, Buzz notices the sheriff's badge on
Woody's vest.

                         BUZZ
                   (de-activating his
                   laser beam)
            Local law enforcement!  It's about
            time you got here.  I'm Buzz
            Lightyear, Space Ranger, Universe
            Protection Unit.  My ship has crash
            landed here by mistake.

Buzz begins walking around the bed, surveying the situation.
Woody tries to keep up.

                         WOODY
            Yes, it is a mistake, because, you
            see, the bed, here, is my spot.

                         BUZZ
            I need to repair my turbo boosters.
            Do you people still use fossil
            fuels, or have you discovered
            crystalic fusion?

                         WOODY
            Well, let's see, we've got double
            A's --

                         BUZZ
            Watch yourself!!

Buzz shoves Woody down on the bed and re-activates his wrist
laser.

                         BUZZ
                   (continued)
            Halt!  Who goes there?!

The other toys are peeking over the edge of the bed.

                         REX
            Don't shoot!  It's okay!  Friends!

                         BUZZ
                   (to Woody)
            Do you know these life forms?

                         WOODY
            Yes.  They're Andy's toys.

                         BUZZ
            Alright, everyone.  You're clear to
            come up.

Buzz walks over to the toys.

                         BUZZ
            I am Buzz Lightyear.  I come in peace.

Rex steps forward and eagerly shakes Buzz's hand.

                         REX
            Oh, I'm so glad you're not a dinosaur!

                         BUZZ
            Why, thank you...
                   (pulls away)
            Now thank you all for your kind
            welcome.

                         REX
            Say!  What's that button do?

                         BUZZ
            I'll show you.

Buzz presses a button on his chest.

                         BUZZ (SAMPLED VOICE)
            Buzz Lightyear to the rescue!

The toys all GASP IN AWE.

                         SLINKY
            Hey, Woody's got something like
            that.  His is a pullstring, only
            it --

                         MR. POTATO HEAD
            Only it sounds like a car ran over it.

                         HAMM
            Oh yeah, but not like this one.
            This is a quality sound system.
            Probably all copper wiring, huh?
            So, uh, where are you from?
            Singapore?  Hong Kong?

                         BUZZ
            Well...no, actually I'm stationed
            up in the Gamma Quadrant of Sector
            4.  As a member of the elite
            Universe Protection Unit of the
            Space Ranger Corps, I protect the
            galaxy from the threat of invasion
            from the Evil Emperor Zurg, sworn
            enemy of the Galactic Alliance.

As Buzz speaks, Woody glances down at the box in which Buzz
arrived.

ANGLE: BACK OF BUZZ'S BOX

There is a cartoon drawing of Buzz giving the exact, word-
for-word spiel that Buzz is now giving.

                         MR. POTATO HEAD
            Oh, really?  I'm from Playskool.

                         REX
            And I'm from Mattel.  Well, I'm not
            actually  from Mattel, I'm actually
            from a smaller company that was
            purchased in a leveraged buy-out.
            Well, I don't really understand the
            financials, but...

Woody walks over to Bo Peep.

                         WOODY
            You'd think they've never seen a
            new toy before.

                         BO PEEP
            Well sure, look at him.  He's got
            more gadgets on him then a Swiss
            army knife.

Slinky presses the button on Buzz's arm, activating his
laser light.  Buzz quickly pulls his arm away.

                         BUZZ
            Ah, ah, ah, please be careful!  You
            don't want to be in the way when my
            laser goes off.

                         MR. POTATO HEAD
            Hey, a laser!  How come you don't
            have a laser, Woody?

                         WOODY
            It's not a laser!  It's a little
            lightbulb that blinks!

                         HAMM
            What's with him?

                         MR. POTATO HEAD
            Laser-envy.

                         WOODY
            All right, that's enough.  Look,
            we're all very impressed with
            Andy's new toy --

                         BUZZ
            Toy?

                         WOODY
            T-O-Y.  Toy.

                         BUZZ
            Excuse me, I think the word you're
            searching for is Space Ranger.

                         WOODY
            The word I'm searching for I can't
            say because there's pre-school toys
            present.

                         MR. POTATO HEAD
            Gettin' kind of tense, aren't you?

                         REX
            Oh, uh, Mr. Lightyear?  Now I'm
            curious.  What does a Space Ranger
            actually do?

                         WOODY
            He's not a Space Ranger!  He
            doesn't fight evil or shoot lasers
            or fly --

                         BUZZ
            Excuse me.

Buzz calmly hits a button and wings pop out.

Again the toys GASP IN AWE.

                         HAMM
            Oh, impressive wingspan.  Very good!

                         WOODY
            Oh, what?!...What?!  These are
            plastic.  He can't fly!

                         BUZZ
            They are a terillium-carbonic alloy
            and I CAN fly.

                         WOODY
            No, you can't.

                         BUZZ
            Yes, I can.

                         WOODY
            You can't!

                         BUZZ
            Can!

                         WOODY
            Can't!  Can't!  Can't!

                         BUZZ
            I tell you, I could fly around this
            room with my eyes closed!

                         WOODY
            Okay then, Mr. Lightbeer!  Prove it.

                         BUZZ
            All right, then, I will.
                   (to toys)
            Stand back everyone!

The crowd of toys make room for Buzz as he heads towards the
edge of the bed and climbs up the bedpost.  He poses like a
high diver, shuts his eyes...

                         BUZZ
            To infinity and beyond!!

...and leaps off the bed.

Buzz plummets straight down, hits a big rubber ball and
bounces right back up.

He then lands on a Hotwheels car, which races him down the
track, through the loop, and off a ramp.  Buzz soars upward
into a plane mobile hanging from the ceiling.

Buzz becomes wedged between the plane's wheels.  The impact
turns on the PLANE'S MOTOR making it (and Buzz) spin around
and around.

All the other toys watch from the bed, mesmerized.

Finally the centrifugal force causes Buzz to separate from
the plane, sailing him across the room toward the bed.

Buzz makes a perfect landing right in front of Woody and
then opens his eyes.

                         BUZZ
            Can.

The crowd of toys rush Buzz, CHEERING AND CLAPPING WITH
ADORATION.

                         REX
            Whoa!  Oh, wow!  You flew
            magnificently!

                         BO PEEP
            I found my moving buddy!

                         BUZZ
            Why, thank you.  Thank you all.
            Thank you.

                         WOODY
            That wasn't flying!  That was
            falling with style!

                         MR. POTATO HEAD
            Man, the dolls must really go for
            you!
                   (aside)
            Can you teach me that?

Woody stands alone at the other end of the bed, fuming.
Slinky, caught up in the euphoria, approaches Woody.

                         SLINKY
            Heh, heh, heh!  Golly bob howdy --

                         WOODY
            Oh, shut up!  In a couple of days,
            everything will be just the way it
            was.  They'll see... they'll see.
            I'm still Andy's favorite toy.

MONTAGE

SONG: STRANGE THINGS plays over montage.

INT. ANDY'S BEDROOM - LATER

A) Andy plays with Woody: jumping up and down on the bed,
running around the room.

B) Andy sets Woody down on the floor.  Next he "lands" Buzz
Lightyear on the floor opposite Woody.  Andy shoots Buzz's
laser at Woody and then smacks Woody across the room as if
he'd been blown away by the laser.

C) Andy runs into his closet wearing his cowboy hat and
cowboy pajamas.

                                            MATCH CUT TO:

Andy runs out of the closet clad in Buzz Lightyear pajamas
and a homemade spaceman's helmet.

                         ANDY
            Buzz Lightyear to the rescue.

D) Woody observes all the cowboy-themed items in the bedroom
transform to space motif: the posters, the drawings on the
wall, the pillow, the bedspread.

E) Buzz watches Rex execute a WIMPY ROAR.  The space ranger
suggests a few tips for the dinosaur.  Rex tries again, this
time giving a "JURASSIC PARK" ROAR.

The roar blasts Potato Head's features right off his face.

F) Woody passes Etch-A-Sketch, who's sporting a portrait of
Buzz.

Woody looks across the room to see Buzz combing Troll Doll's
hair, chatting away like a hair dresser.

Woody angrily shakes Etch, removing Buzz's image.

G) Rocky, Snake, Troll Doll and Rex are lifting Tinkertoys
as weights.  Buzz works out on top of an upside down Robot,
using his feet as a treadmill.

Potato Head attempts to lift his Tinkertoy barbell but ends
up tumbling backwards, leaving his arms connected to the
barbell.

H) Woody looks under the bed for Slinky, finding only the
checkerboard.

Woody peeks around the corner of the bed to see Slinky and
Robot, under Buzz's direction, setting Buzz's "ship" up on
top of ABC blocks for repair.

In frustration, Woody kicks the checkerboard, sending the
pieces flying.  One of the checkers ricochets off the
dresser and boomerangs into Woody's mouth.

I) On Andy's bed, Buzz pets Slinky whose back end is
stretched over to the other side where Woody sits.  Slinky's
wagging tail whacks Woody in the face repeatedly.

Woody shoves Slinky's rear end off the bed, leaving his
front end no choice but to eventually follow.

J) At bedtime, Andy loads his toys into the toybox until
just Woody and Buzz are left.  He deliberates as to which
toy to keep and which to toss into the toybox.

INT. ANDY'S BEDROOM - LATER THAT NIGHT

Andy is sound asleep, with Buzz tucked under the covers next
to him.

Woody peeks out at them from the toybox and then sadly sinks
back into the box, closing the lid to...

BLACK

END MONTAGE/SONG ENDS

The black screen splits horizontally to become...

INT. ANDY'S BEDROOM - MORNING - WOODY'S POV OF THE BEDROOM
FROM THE TOY BOX

All is clear -- no sign of Andy.  Woody throws open the lid
of the toy box.

                         WOODY
            Finally!

He takes a couple DEEP BREATHS of fresh air, then discovers
that his hat is missing.

                         WOODY
                   (looking back into
                   the toy box)
            Hey!  Who's got my hat?

The rubber shark pops up wearing Woody's cowboy hat.

                         SHARK
            Look, I'm Woody.  Howdy, howdy, howdy!

                         WOODY
                   (sarcastic)
            Ah-hah!  Ah-hah-hah!
                   (grabs the hat)
            Give me that!

Woody leaps out of the toy box.

                         BUZZ (O.S.)
            Say there, Lizard and Stretchy Dog.
            Let me show you something.  It
            looks as though I've been accepted
            into your culture.

Woody looks up to see Buzz chatting with Rex and Slinky.

                         BUZZ
                   (continued)
            Your Chief, Andy, inscribed his
            name on me.

Buzz puts his foot out so that Slinky and Rex can see the
sole of his boot.

The name "ANDY" is written on it in permanent marker.

                         SLINKY & REX
            Wow!

                         REX
            With permanent ink, too!

                         BUZZ
            Well, I must get back to repairing
            my ship.

Buzz walks away.

Woody looks at HIS foot -- "Andy" is written on it also but
in a much more childish scrawl, and is largely faded.

                         BO PEEP (O.S.)
            Don't let it get to you, Woody.

Hearing Bo, Woody puts his foot back down and quickly
straightens up.

                         WOODY
                   (nonchalant)
            Uh, let what?  I don't -- Uh, what
            do you mean?  Who?

                         BO PEEP
            I know Andy's excited about Buzz,
            but you know, he'll always have a
            special place for you.

                         MR. POTATO HEAD
                   (walking past)
            Yeah.  Like the attic.  Heh, heh...

                         WOODY
            Alright!  That's it!

Woody angrily marches across the room.

Across the room, Buzz's cardboard ship is still up on the
ABC blocks.  Buzz lies down on a skateboard and slides under
the ship like a mechanic.  Snake and Robot stand by waiting
for instructions.  Buzz's hand reaches out from under the ship.

                         BUZZ
            Unidirectional bonding strip.

Robot turns towards Snake who stands in readiness by a tape
dispenser.

                         ROBOT
            Mr. Lightyear wants more tape!

Snake rips off a piece of tape with his mouth.

Woody approaches the skateboard, grabs hold of Buzz's foot
and rolls him out from under the ship.

                         WOODY
            Listen, Lightsnack, you stay away
            from Andy.  He's mine, and no one
            is taking him away from me.

                         BUZZ
            What are you talking about?
                   (to Robot)
            Where's that bonding strip?!

Buzz rolls himself back under.  Woody rolls him out again.

                         WOODY
            And another thing.  Stop with this
            spaceman thing.  It's getting on my
            nerves.

                         BUZZ
            Are you saying you want to lodge a
            complaint with Star Command?
                         WOODY
            Oh okay, so you want to do it the
            hard way, huh?

Buzz stands up, face to face with Woody.

                         BUZZ
            Don't even think about it, cowboy!

                         WOODY
            Oh, yeah, tough guy?!

Woody pushes Buzz in the chest, accidentally activating a
button that makes the spaceman's helmet open.

Buzz grabs his neck, GASPING FOR AIR.  He drops to his knees
and begins to writhe on the ground, holding his breath.

Woody is unsure how to react.

Suddenly, Buzz SNIFFS the air.

                         BUZZ
            The air isn't toxic.

Buzz rises and points an accusing finger at Woody.

                         BUZZ
            How dare you open a spaceman's
            helmet on an uncharted planet!  My
            eyeballs could've been sucked from
            their sockets!

Buzz closes his helmet.

                         WOODY
            You actually think you're THE "Buzz
            Lightyear?" Oh, all this time I
            thought it was an act!
                   (to the room)
            Hey, guys!  Look!  It's the REAL
            Buzz Lightyear!

                         BUZZ
            You're mocking me, aren't you?

                         WOODY
            Oh, no, no, no...
                   (pointing behind Buzz)
            Buzz, look!  An alien!

                         BUZZ
            Where?

Buzz falls for the trick and turns around.

Woody kneels over with LAUGHTER.

SFX: DOG BARKING

Woody stops short.  All the toys look to the bedroom window.

                         SID (O.S.)
            Yessss!  Ah, ha, ha, ha...

                         WOODY
            Uh-oh.

Slinky hides under the bed.

                         SLINKY
            It's Sid!

                         REX
            I thought he was at summer camp!

                         HAMM
            They must have kicked him out early
            this year.

The toys rush over to the window.

                         REX
            Oh, no!  Not Sid!

                         SID (O.S.)
            ...Incoming!

From out the window, SID PHILLIPS, a hyperactive ten-year-
old, and his dog, SCUD, can be roughly made out jumping
around in their backyard.

A tiny figure stands isolated in the center of the yard.
Sid pummels the figure with rocks while Scud strains at his
leash, barking wildly.

                         MR. POTATO HEAD
            Who is it this time?

                         WOODY
            I can't tell.  Hey, where's Lenny?

                         LENNY (O.S.)
            Right here, Woody.

Woody turns to see, LENNY, a pair of wind-up binoculars,
approaching him from the other end of the desk.  Woody picks
Lenny up and looks through him to survey the scene.

                         REX
            Oh, no.  I can't bear to watch one
            of these again!

ANGLE: BINOCULAR VIEW OF SID'S BACKYARD

A full size toy soldier is posed in a running stance in the
center of the backyard.  A huge M-80 is strapped to the
doll's back with masking tape.

                         WOODY
            Oh, no...it's a Combat Carl.

                         SID (O.S.)
                   (plays under the next
                   5 lines)
            Just stay where you are, Corporal!
            Don't move, Carl.  You'll blow up.
            I know you're tired!  I know your
            leg is cramping, but you can't move.
            Do you hear me?

Buzz breaks through the crowd.

                         BUZZ
            What's going on?

                         WOODY
            Nothing that concerns you spacemen.
            Just us TOYS.

                         BUZZ
            I'd better take a look anyway.

Buzz grabs Lenny from Woody and looks through him.

                         BUZZ
            Why is that soldier strapped to an
            explosive device?

                         WOODY
                   (redirecting Buzz's view)
            That's why.  Sid.

ANGLE: BINOCULAR VIEW OF THE DOG, SCUD

                         BUZZ
            Sure is a hairy fellah.

                         WOODY
            No!  No, that's Scud, you idiot!

Again, Woody readjusts Buzz's view.

ANGLE: BINOCULAR VIEW OF SID

He is sporting a skull t-shirt and LAUGHING HIDEOUSLY.

                         WOODY
            THAT is Sid!

                         BUZZ
            You mean that happy child?

                         MR. POTATO HEAD
            That ain't no happy child.

                         REX
            He tortures toys -- just for fun.

                         BUZZ
            Well, then we've got to do something!

Buzz steps up onto the window ledge.  The toys GASP IN SHOCK.

                         BO PEEP
            What are you doing?!!  Get down
            from there!

                         BUZZ
            I'm going to go teach that boy a
            lesson.

                         WOODY
            Yeah, sure.  You go ahead.  Melt
            him with your scary laser.

Woody presses Buzz's laser button.  It emits a WIMPY
ELECTRONIC BEEP.  Buzz quickly pulls his arm away.

                         BUZZ
            Be careful with that, it's
            extremely dangerous.

While Woody and Buzz banter, Lenny witnesses Sid lighting
the fuse of the M80.

                         LENNY
            He's lighting it!  He's lighting it!

                         SID (O.S.)
            NO-O-O-O-O!!!  CA-A-A-A-A-ARL!

                         LENNY
            Hit the dirt!

The toys jump away from the window.

SFX: EXPLOSION

Dirt clouds and toy shrapnel rain down along the side of
Andy's house.

                         SID (O.S.)
            Yes!  He's gone!  He's history!

Andy's toys peek over the window sill.

ANGLE: SID'S YARD

A large black scorch mark is all that remains where Combat
Carl once stood.  Sid jumps up and down victoriously while
Scud resumes his BARKING.

                         BUZZ
            I could have stopped him.

                         WOODY
            Buzz, I would love to see you try.
                   (gesturing to Sid's yard)
            'Course I'd love to see you as a
            crater.

Sid CACKLES and dances around the crater.

                         BO PEEP
            The sooner we move the better.

                                            DISSOLVE TO:

EXT. ANDY'S FRONT YARD - SUNSET

A "FOR SALE" real estate sign stands in the front yard.
Another sign reading "SOLD" hangs from the bottom.

INT. UPSTAIRS HALL/ANDY'S BEDROOM

Mom opens the door to Andy's room and steps in.  The room is
full of packing boxes, most of them half full.  Andy is
playing with Woody and Buzz.

                         ANDY
            To infinity and beyond!

                         MRS. DAVIS
            Oh, all this packing makes me
            hungry.  What would you say to
            dinner at, uh, oh, Pizza Planet?

                         ANDY
            Pizza Planet?!  Oh, cool!

Andy throws the two toys on his desk with Buzz landing right
on top of Woody.

                         MRS. DAVIS
            Go wash your hands and I'll get
            Molly ready.

The minute the door is closed Woody comes alive and shoves
Buzz off of him.

                         ANDY (O.S.)
            Can I bring some toys?

                         MRS. DAVIS (O.S.)
            You can bring ONE toy...

                         ANDY (O.S.)
            Just one?

Woody perks up with concern.

                         WOODY
                   (to himself)
            One toy?

He glances over his shoulder at Buzz, who is walking away
towards the opposite end of the desk.

Woody picks up a Magic 8 Ball left beside him on the desk.
With his back to Buzz, Woody quietly shakes the 8 ball.

                         WOODY
                   (whispering)
            Will Andy pick me?

He tips the 8 ball over.  The triangular oracle floats up to
the surface.  Its prediction reads: DON'T COUNT ON IT.

                         WOODY
            Don't count on it?!!  Doh-h-h-h!

Woody throws down the 8 ball in disgust.  It rolls across
the desk and falls behind it with a LOUD THUD.

Woody suddenly becomes interested in the back of the desk
and peers down it.

ANGLE: BACK OF THE DESK

The 8 ball is wedged way down near the bottom.  The space is
a black chasm, dark and deep, just big enough to fit...a toy.

Woody looks across the desk at Buzz.

He is HUMMING TO HIMSELF as he forages through Andy's
pen/pencil tray looking for "tools" to repair his ship with.
Right behind Buzz sits

THE RC CAR

It rests on the desktop, pointing in the direction where the
8 ball fell, with the remote laying by its side.

Woody smiles for a beat and then runs in a panic over to Buzz.

                         WOODY
            Buzz!!  Oh, Buzz, Buzz Lightyear!!
            Buzz Lightyear, thank goodness!
            We've got trouble!

                         BUZZ
            Trouble?!
                   (looking around)
            Where?!

                         WOODY
                   (pointing to the back
                   of the desk)
            Down there.  Just down there.  A
            helpless toy...it's...it's trapped,
            Buzz!

                         BUZZ
            Then we've no time to lose!!

Buzz runs over and looks down the back of the desk.

                         BUZZ
            I don't see anything!

Woody picks up the remote for the RC Car and switches it on.
RC's eyes (headlights) open sleepily.

                         WOODY
            Oh, he's there.  Just, just keep
            looking.

Woody hits the "FORWARD" button on the remote and steers the
RC Car straight for Buzz.

                         BUZZ
            What kind of a toy -- ?

Buzz turns to see RC headed straight for him.  He dives out
of the way as the RC Car SMASHES into the base of...

A BULLETIN BOARD

The impact forces pushpins to fly out of the board.  Buzz
ducks as pins land all around him, sticking into the desk
like arrows.

POTATO HEAD

sits on the floor in the midst of a card game with Hamm.

He looks up at the desk and GASPS as the bulletin board
slams down onto...

A GLOBE

knocking it out of its stand.  The globe starts rolling
right at Buzz.

Woody stands frozen in disbelief at the chaos he's created.

Buzz runs along the desk, the globe rolling right behind
him, Indiana Jones style.  Buzz gets stuck "log rolling" on
a pile of pencils, but at the last second jumps out of the
way onto the window ledge.

The globe lumbers past Buzz and strikes a Luxo-style
desklamp.  The arm of the lamp swings all the way around,
barely missing Woody...

...and knocks Buzz out the window.

                         TOYS
            BUZZ!!!!

                         WOODY
            Buzz!!!

Woody looks out the window.  No sign of Buzz.  All the other
toys rush over to the sill.

                         SLINKY
            I don't see him in the driveway!  I
            think he bounced into Sid's yard.

Woody backs away from the COMMOTION, unnoticed.

                         REX
                   (GASP)
            Buzz!

                         RC CAR
                   (electric motor sounds)
            Whirrr!!  Whirrrr-whirrrr!!!

Rex looks over at RC.  The remote control car is bouncing up
and down excitedly.

                         REX
            Hey everyone!  RC's trying to say
            something!

The toys turn from the window to RC.

                         REX
                   (leaning down close
                   to RC)
            What is it, boy?

                         RC CAR
                   (electric motor sounds)
            Whirrr!!! Whirrr!  Whirrrrrr!!

                         MR. POTATO HEAD
            He's sayin' that this was no accident.

                         TOYS
            Huh?

                         BO PEEP
            What do you mean?

                         MR. POTATO HEAD
            I mean Humpty Dumpty was pushed...
                   (pointing at Woody)
            ...by Woody.

                         TOYS
            WHAT?!?

The toys turn to Woody who suddenly realizes how this looks.

                         WOODY
            Wait a minute.  You -- you don't
            think I meant to knock Buzz out the
            window, do you Potato Head?

                         MR. POTATO HEAD
            That's Mr. Potato Head to you, you
            back-stabbin' murderer!

                         WOODY
            Now, it was an accident!  Guys,
            c'mon now, you...you gotta believe me

                         SLINKY
            We believe you, Woody.  Right, Rex?

                         REX
                   (backing away)
            Oh, I don't like confrontations.

The Sargent pops out of the army bucket next to Woody.

                         SARGENT
            Where is your honor, dirtbag?!  You
            are an absolute disgrace!  You
            don't deserve to --

Woody seals the lid back on the bucket.

Potato Head starts closing in on Woody.

                         MR. POTATO HEAD
            Couldn't handle Buzz cuttin' in on
            your playtime, could ya Woody?
            Didn't want to face the fact that
            Buzz just might be Andy's new
            favorite toy, so you got rid of him.
            Well, what if Andy starts playin'
            with me more, Woody, huh?  You
            gonna knock me outta the window, too?

Potato Head has driven Woody back to the very edge of the
desk -- trapped.

                         HAMM
            I don't think we should give him
            the chance.

Suddenly, the lid pops off the bucket of army men.

                         SARGENT
            There he is, men!  Frag him!

The army men yell CHARGE and pounce on Woody, while all the
rest of the toys close in.

                         MR. POTATO HEAD
            Let's string him up by his pull-
            string!

                         HAMM
            I got dibs on his hat!

                         BO PEEP
            Would you boys stop it?!

                         HAMM
            Tackle him!

                         WOODY
            No, no, no, no!  Wait!  Wait I can
            explain everything --

                         MRS. DAVIS (O.S.)
            Andy, c'mon!

                         ANDY (O.S.)
            Okay, Mom, be right down.  I've got
            to get Buzz.

                         SARGENT
            Retreat!

The toys all drop Woody and rush back to their places.

Andy enters the room and heads straight for the desk where
Woody is lying.  Andy overlooks Woody and begins searching
around the room.

                         ANDY
            Mom!  Do you know where Buzz is?

                         MRS. DAVIS (O.S.)
            No, I haven't seen him.

Woody painfully watches as Andy searches in vain for Buzz.

                         MR. POTATO HEAD (O.S.)
            Psssst!

Woody looks across the room.

Potato Head and Etch-A-Sketch peek out of a packing box.
Etch-A-Sketch scribbles a hangman's noose while Potato Head
points an accusing finger in Woody's direction.

Woody GULPS.

                         MRS. DAVIS (O.S.)
            Andy!  I'm heading out the door.

                         ANDY
            But Mom, I can't find him!

                         MRS. DAVIS (O.S.)
            Well, honey, just grab some other
            toy!  Now c'mon!

                         ANDY
            Okay...

He grabs Woody and walks out of the room.

EXT. ANDY'S HOUSE - CONTINUOUS

Andy exits the house dragging Woody as he heads toward the
family van in the driveway.

                         ANDY
            I couldn't find my Buzz.  I know I
            left him right there.

                         MRS. DAVIS
            Honey, I'm sure he's around.
            You'll find him.

A BUSH

next to the van begins to rustle.  Hands part the foliage,
revealing Buzz.  He eyes Woody going into the van and does a
slow burn.

The van ENGINE STARTS UP.  Buzz races out of the bush, and
with a mighty leap, grabs the rear fender of the van as it
pulls out of the driveway.

ANGLE: SIDE OF ANDY'S HOUSE

A chain of monkeys falls into view, dangling a considerable
distance above the ground.

EXT. ANDY'S BEDROOM WINDOW - CONTINUOUS

The rest of Andy's toys have regrouped at the window,
supervising the lowering of the "monkey chain."

                         SLINKY
            It's too short!  We need more monkeys!

                         REX
                   (holding up an empty barrel)
            There aren't any more!  That's the
            whole barrel.

Rex throws the barrel down and runs back to the ledge.

                         REX
                   (yelling out window)
            Buzz!  The monkeys aren't working!
            We're formulating another plan!
            Stay calm!
                   (beat)
            Oh, where could he be?

EXT. GAS STATION - LATER

The Davis' family van pulls up to one of the pumps.

INT. VAN - CONTINUOUS

Andy sits in the rear seat with Woody lying next to him.

                         ANDY
            Can I help pump the gas?

                         MRS. DAVIS
            Sure!  I'll even let you drive.

Both Mrs. Davis and Andy exit the van while baby Molly
sleeps up front in her car seat.

                         ANDY (O.S.)
            Yeah?!

                         MRS. DAVIS (O.S.)
            Yeah -- when you're sixteen.

                         ANDY (O.S.)
                   (sarcastic)
            Yuk, yuk, yuk -- funny, Mom.

With Mom and Andy out of range, Woody comes to life.  He
stares out the sun roof, still reeling from everything.

                         WOODY
            Oh, great.  How am I gonna convince
            those guys it was an accident?

Suddenly, Buzz appears over the edge of the sun roof.

                         WOODY
            Buzz!

Buzz jumps down on the back seat to face Woody.  He is furious.

                         WOODY
            Buzz!  You're alive!  This is great!
            Oh, I'm saved!  I'm saved!  Andy'll
            find you here, he'll take us back
            to the room, and then you can tell
            everyone that this was all just a
            big mistake.  Huh?

No response from Buzz.  Just an angry stare.

                         WOODY
                   (weakly)
            Right?  Buddy?

                         BUZZ
            I just want you to know that even
            though you tried to terminate me,
            revenge is not an idea we promote
            on my planet.

                         WOODY
            Oh.  Oh, that's good.

                         BUZZ
                   (getting in Woody's face)
            But we're not on my planet, are we?

                         WOODY
            No.

Buzz lunges for Woody.  The two toys fly off the seat and
out the open side door of the van.

EXT. GAS STATION - CONTINUOUS

Woody and Buzz hit the ground and roll under the van, locked
in mortal combat.

                         WOODY
            Ok!  Come on!  You want a piece of
            me?!

Buzz lands a punch that sends Woody's head spinning around.

Woody lunges with all his might.  He smacks Buzz in the
face, making it SQUEAK with every blow.

Buzz closes his helmet on Woody's hand.

                         WOODY
            Owwwww!!!

Woody pounds on Buzz's chest with his free hand, activating
BUZZ'S SAMPLED VOICE buttons.

SFX: CAR DOOR SLAM

The toys stop fighting.  Before they can react...

                         MRS. DAVIS (O.S.)
            Next stop...

                         ANDY (O.S.)
            Pizza Planet!  Yeah!!!

The van drives off.

                         WOODY
                   (GASP)
            Andy?!

Woody starts to run in the direction of the van but it
drives out of sight, leaving Buzz and Woody stranded.

                         WOODY
            Doesn't he realize that I'm not
            there?
                   (beat)
            I'm LOST!  Oh, I'm a lost toy!

Meanwhile, Buzz checks the surroundings.  He flips open his
wrist communicator.

                         BUZZ
            Buzz Lightyear Mission Log.  The
            local Sheriff and I seem to be at a
            huge refueling station of some
            sort --

Woody whips around, his expression changing from panic to
seething anger.  He charges at Buzz.

                         WOODY
            You!

SFX: LOUD TRUCK HORN

Just then the toys are bathed in the headlight beams of a
behemoth tanker truck pulling into the station.

Buzz dives off to the side while Woody collapses right where
he stands on the pavement.  The truck ROARS over him.

A GIGANTIC TIRE

stops just millimeters from Woody's nose.

Petrified, Woody inches away from the tire, moving back
under the truck until he bumps into Buzz.

                         BUZZ
                   (into wrist communicator)
            According to my nava-computer, the --

                         WOODY
                   (whispering)
            Shut up!  Just shut up, you idiot!!

                         BUZZ
            Sheriff, this is no time to panic.

                         WOODY
            This is the perfect time to panic!
            I'm lost, Andy is gone, they're
            going to move from their house in
            two days and it's all your fault!!

                         BUZZ
            My fault?!  If you hadn't pushed me
            out of the window in the first
            place --

                         WOODY
            Oh, yeah?  Well, if YOU hadn't
            shown up in your stupid little
            cardboard spaceship and taken away
            everything that was important to
            me --

                         BUZZ
            Don't talk to me about importance.
            Because of YOU the security of this
            entire universe is in jeopardy.

                         WOODY
                   (incredulous)
            WHAT?!!  What are you talking about?!

Buzz walk to the edge of the truck tire and points up to the
stars.

                         BUZZ
            Right now, poised at the edge of
            the galaxy, Emperor Zurg has been
            secretly building a weapon with the
            destructive capacity to annihilate
            an entire planet.  I alone have
            information that reveals this
            weapon's only weakness.
                   (pointing at Woody)
            And you, my friend, are responsible
            for delaying my rendez-vous with
            Star Command.

Woody explodes.

                         WOODY
            YOU ARE A TOY!!!  You aren't the
            real Buzz Lightyear, you're an
            action figure!!  You are a child's
            plaything!!!

Beat.

                         BUZZ
            You are a sad strange little man
            and you have my pity.  Farewell.

Buzz walks off.

                         WOODY
            Oh, yeah?  Well, good riddance, ya
            looney!

Woody walks away in the opposite direction.

                         WOODY
                   (to himself)
            Rendez-vous with Star Command.

SFX: SCREECHING TIRES FOLLOWED BY GAS STATION BELL

                         PIZZA DELIVERER (O.S.)
            Hey, Gas Dude!

                         ATTENDANT (O.S.)
            You talkin' to me?

                         PIZZA DELIVERER (O.S.)
            Yeah, man, can you help me?  Do you
            know where Cutting Blvd. is?

                         ATTENDANT (O.S.)
            Just a moment...

Woody looks in the direction of the bell.  His face lights
up at the sight of...

A PIZZA PLANET DELIVERY TRUCK.

                         WOODY
                   (to himself)
            Pizza Planet...Andy!

Woody takes a step forward and then stops.

                         WOODY
            Oh, no!  I can't show my face in
            that room without Buzz.

Woody runs back under the tanker truck.  Buzz is at the far
end of the truck, walking away from Woody.

                         WOODY
            Buzz!  Buzz, come back!

                         BUZZ
                   (continuing to walk away)
            Go away.

Woody looks back at the delivery truck in desperation and
then eyes...

ANGLE: DELIVERY TRUCK ROOF SIGN

Atop the truck is a rocket with the Pizza Planet logo.

                         WOODY
            No, Buzz, you've gotta come back.
            I found a spaceship!

Buzz stops walking away and looks back at Woody.

                         WOODY
            It's a spaceship, Buzz!

EXT. GAS STATION - A FEW MINUTES LATER

The delivery truck's engine has stalled and is off.

                         PIZZA DELIVERER (O.S.)
            C'mon, man, hurry up.  Um, like the
            pizza's are getting cold here.

Woody and Buzz eye the parked delivery truck from within the
safety of a nearby oilcan display.

                         BUZZ
            Now you're sure this spacefreighter
            will return to its port of origin
            once it jettisons its food supply?

                         WOODY
            Uh-huh.  And when we get there,
            we'll be able to find a way to
            transport you...home.

                         BUZZ
            Well, then let's climb abroad.

Buzz makes a beeline for the passenger side door of the
pizza truck.  Woody chases after him.

                         WOODY
            No, no, no, wait, Buzz, Buzz, let's
            get in the back.  No one will see
            us there.

                         BUZZ
            Negative.  There are no restraining
            harnesses in the cargo area.  We'll
            be much safer in the cockpit.

In a flash, Buzz has scaled the front tire, grabbed the rear
view mirror, and swung himself up and into the cab.

                         WOODY
                   (loud whisper)
            Yeah, but, Buzz!  Buzz!

                         PIZZA DELIVERER (O.S.)
            Ok, so that's two lefts, and then a
            right, huh?

                         ATTENDANT (O.S.)
            Yeah.

                         PIZZA DELIVERER (O.S.)
            Okay, thanks for the directions.

                         WOODY
                   (loud whisper)
            Buzz!

SFX: ENGINE STARTING

Woody runs around to the back of the truck, scrambles up the
bumper and throws open the back hatch to climb inside.

Woody lets out a YELL, as the back hatch slams back down on
his rear, sending him flying into the bed of the truck.

INT. PIZZA PLANET DELIVERY TRUCK - CONTINUOUS

Woody peeks through the dividing window into the cab.

Buzz is hidden from THE PIZZA DRIVER's view by a stack of
pizzas in their insulated covers.  Buzz prudently fastens
his safety belt.

                         WOODY
            It'll be safer in the cockpit than
            the cargo bay.  What an idiot!

The driver shifts into gear and hits the gas, propelling
Woody to the back of the truck.

The pizza deliverer drives like a maniac, taking sharp turns
and hills at high speeds.  Woody is helplessly thrown around
the truck.  With every blow, Woody YELPS in pain.

The truck climbs a steep hill.  Woody looks up just in time
to see...

A LARGE TOOL BOX

barreling towards him.

BAM!!!

                                            CUT TO:

A STAR-FILLED BLACK NIGHT SKY

We MOVE DOWN to reveal...

EXT. PIZZA PLANET - NIGHT

The delivery truck barrels into the parking lot and parks.

INT. DELIVERY TRUCK - CAB - CONTINUOUS

After the driver leaves the truck, Buzz peeks out from the
passenger window.

ANGLE: THE FRONT ENTRANCE

Two imposing animatronic robots guard the doorway.  As
CUSTOMERS approach the front, the guards part their crossed
"pizza spears," allowing the patrons to enter.

                         ROBOT GUARDS
            You are clear to enter.  Welcome to
            Pizza Planet.

VARIOUS ANNOUNCEMENTS blare out from speakers:

                         MALE VOICE OVER SPEAKER
            Next shuttle lift-off scheduled for
            T-minus 30 minutes and counting...

                         FEMALE VOICE OVER SPEAKER
            The white zone is for eating pizza
            only.  The white zone is for...

Excited, Buzz pries open the window between the cab and
truck bed.

                         BUZZ
            Sheriff!

Woody is gone.  Just the toolbox and strewn trash.

                         BUZZ
                   (continued)
            Sheriff?

The toolbox falls on its side revealing Woody.  He peels off
the back of the truck and falls into a pile of trash.

                         BUZZ
            There you are.  Now the entrance is
            heavily guarded.  We need a way to
            get inside.

Woody rises from the trash with a "MEGA-GULP" cup on his head.

                         BUZZ
            Great idea, Woody!  I like your
            thinking!

EXT. PIZZA PLANET - FRONT ENTRANCE

In the f.g. sits a trashcan with fast food containers
littered around it.  MORE CUSTOMERS approach the "guarded"
entrance.

                         ROBOT GUARDS
            You are clear to enter.  Welcome to
            Pizza Planet.

The front doors automatically swing open as the people pass
through.  Suddenly two pieces of trash -- a burger container
and "MEGA-GULP" cup stand up.

                         BUZZ
                   (in burger container)
            NOW!

The two disguised toys make a dash through the closing doors.

                         BUZZ
                   (in container)
            Quickly, Sheriff!  The airlock is
            closing.

INT. PIZZA PLANET - FRONT ENTRANCE - CONTINUOUS

Woody and Buzz just make it inside but then freeze
immediately as a GROUP OF KIDS run past, forcing the toys to
pose as discarded trash.

Once the coast is clear, Woody and Buzz resume walking.
Buzz bumps into Woody.

                         WOODY
                   (using straw as periscope)
            Ow!  Watch where you're going!

                         BUZZ
                   (mouthing with burger box)
            Sorry.

They sneak in between two long rows of video games and throw
off their disguises.  They then take a good look at...

THE ARCADE

The space-themed arena is filled with hordes of children
playing video games.  A sea of HI-TECH SOUNDS and lights
overwhelm the place.

Buzz is beaming with hope.

                         BUZZ
            What a space port.  Good work, Woody.

Woody is busy looking at all the children in the arcade, but
none of the kids look familiar to him.  Just then he HEARS...

                         ANDY (O.S.)
            Mom, can I play Black Hole?
            Please, please, please?!

Woody turns around and through the video games he spots...

ANDY

standing with Mom and Molly in her stroller.

                         WOODY
                   (to himself)
            Andy!

                         MRS. DAVIS
            What's Black Hole?

                         ANDY
            Oh, it's so cool...

The family begins to walk away.

                         BUZZ
            Now we need to find a ship that's
            headed for Sector 12 --

Buzz is about to head off in the opposite direction when
Woody grabs him and quickly pulls him down the video corridor.

                         WOODY
            Wait a minute!  No Buzz!  This way!
            There's a special ship.  I just saw
            it!

                         BUZZ
            You mean it has hyperdrive?

                         WOODY
            Hyper-active hyperdrive, and
            astro...uh, turf.

The toys manage to get ahead of Andy.  Woody peeks around
the corner of one of the video games and waits for Mom and
Andy to approach.

                         WOODY
                   (tracking Andy and family)
            C'mon, c'mon, that's it...

                         BUZZ
            Where is it?  I don't see the --

Buzz stops short at the sight of...

A CRANE GAME

It is modeled to look like a spaceship ready to launch.

                         BUZZ
                   (continued)
            Spaceship.

                         WOODY
            Alright Buzz, get ready...

Buzz heads for the crane game, but Woody does not notice,
his eyes locked on the approaching stroller.

                         WOODY
            Okay, Buzz, when I say "go," we're
            gonna jump in the basket --

Woody turns and realizes Buzz is gone.  He looks across the
way just in time to see Buzz leap into the crane game
through the "PRIZE" slot.

                         WOODY
                   (loud whisper)
            Buzz!

Woody turns back in the direction of the stroller.

It has already gone past.

                         WOODY
            Dooh!  No!  This cannot be
            happening to me!!

Woody runs towards the crane game, but is forced to hold
back for a moment as some SCREAMING children pass by.

INT. CRANE GAME

Buzz climbs over the partition that divides the deposit slot
from the prize toys and leaps into a pile of...

SQUEEZE TOY ALIENS

There are hundreds of them, all identical and way too cute.

                         ALIEN #1
                   (excited)
            A stranger!

                         ALIEN #2
            From the outside!

                         ALIENS
            Oo-o-o-o-o-o...

                         BUZZ
            Greetings!  I am Buzz Lightyear!  I
            come in peace!

                         ALIENS
            Tell us!  What is it like outside?

The squeeze toys rush Buzz like JABBERING excited children.

EXT. CRANE GAME

With the kids gone, Woody crosses the aisle to the crane
game and dives through the prize slot.

INT. CRANE GAME - CONTINUOUS

Woody clambers up the side of the deposit slot.

                         BUZZ (O.S.)
            This is an intergalactic emergency!
            I need to commandeer your vessel to
            Sector 12!

Woody peeks over the partition to witness Buzz surround by
the cute alien toys.

                         BUZZ
                   (continued; to the aliens)
            Who's in charge here?

All the aliens point upward.

                         ALIENS
            The cla-a-a-a-a-a-a-a-w!!

Woody and Buzz look up.

ANGLE: CRANE GAME CLAW

It dangles directly above the toys.

                         ALIEN #1
            The claw is our master.

                         ALIEN #2
            The claw chooses who will go and
            who will stay.

                         WOODY
                   (to himself)
            This is ludicrous.

                         SID (O.S.)
                   (laughter)

Woody GASPS at the recognition of Sid's voice.  He turns to
see Sid heading straight for the crane game.

                         WOODY
            Oh, no!  Sid!!!

Woody leaps off the partition and tackles Buzz, pushing the
two of them deep into the pile of aliens.

                         WOODY
            Get down!!

Sid approaches the crane game and fishes quarters out of his
pants pocket.

                         BUZZ
                   (loud whisper)
            What's gotten into you, Sheriff?  I
            was --

                         WOODY
                   (loud whisper)
            YOU are the one that decided to
            climb into this --

                         ALIEN #4
                   (loud whisper)
            Sh-h-h-h-h-h.  The claw.  It moves.

ANGLE: CLAW

It moves into position and hovers directly above the area
where Woody and Buzz are hiding.

The crane drops and grabs hold of the alien toy that is
right on top of Buzz.

                         ALIEN #3
                   (whispering excitedly)
            I have been chosen!!

Positioned with his back to Sid, the alien is lifted up by
the claw.

                         ALIEN #3
                   (continued)
            Farewell, my friends!  I go on to a
            better place.

                         SID
            Gotcha!

With the alien gone, Buzz's upper torso becomes exposed,
forcing the space ranger to freeze.  Sid suddenly spots Buzz.

                         SID
            A Buzz Lightyear!  No way!

Woody, still hidden, frantically looks around for some way
to escape.  Behind him, through the aliens, he eyes...

A SMALL REPAIR DOOR

Woody swims through the alien squeeze toys toward the door.
He grabs hold of the locking latch and, after a few
attempts, is able to pry the door open.

The shadow of the crane lines up over Buzz, lowers, and
grabs his head.

                         SID
            Yes!

The claw begins to lift Buzz up.

                         WOODY
                   (GASP)
            Buzz, NO!

Woody grabs hold of Buzz's feet.

Woody and the claw begin to have a tug-of-war with Buzz.

Woody pulls down hard, forcing Buzz to sink into the pile of
aliens, out of Sid's view.

                         SID
                   (slamming his fist
                   against the glass)
            Wha -- ?  Hey!!

Still tugging against the crane, Woody is almost out the
door with Buzz.  Just then, the aliens at the bottom of the
pile pull Buzz and Woody back inside.

                         ALIEN #4
            He has been chosen.

                         WOODY
            Hey!  What are you doing?

                         ALIEN #5
            He must go.

                         WOODY
            Stop it, you -- !  Stop it, you
            zealots!

                         ALIENS
            He must go!  Do not fight the claw!
            Do not anger the claw!  He has been
            chosen.

Woody and Buzz are pushed up to the surface and into the
air, dangling lifelessly in front of Sid.

                         SID
            Alright!  Double prizes!

Woody and Buzz are dropped into the prize door slot and
snatched up by Sid.

                         SID
                   (looking at his two
                   new toys)
            Let's go home and...play.  Ha-ha-ha.

ANGLE: CLOSEUP OF SKULL ON SID'S T-SHIRT

                                          MATCH DISSOLVE TO:

EXT. SID'S HOUSE - LATER THAT NIGHT

From out of the darkness appears Sid on his skateboard.  He
is HUMMING to rock music from his walkman while carrying his
backpack in his hand.

Sid leaps off the skateboard and walks up the front path
towards the front door.

Through the open zipper, Buzz peeks out of the backpack to
see Sid's house.  He recognizes Andy's house next door.

INT. BACKPACK - CONTINUOUS

Buzz, Woody and a squeeze toy alien are scrunched up in the
backpack.

                         BUZZ
            Sheriff!  I can see your dwelling
            from here!  You're almost home.

                         ALIEN
            Nirvana is coming!  The mystic
            portal awaits!

                         WOODY
                   (to Alien)
            Will you be quiet?!!
                   (to both)
            You guys don't get it, do you?
            Once we go into Sid's house, we
            won't be coming out.

ANGLE: TOYS' POV FROM OUT BACKPACK

The front door opens to reveal Scud.  The dog lunges
straight for the backpack, BARKING.

                         SID
            Whoa, Scud!  Hey, boy.  Sit!  Good
            boy!

The dog begrudgingly obeys.

                         SID
            Hey, I got somethin' for ya, boy.

Sid's hand reaches into the backpack.

                         WOODY
                   (loud whisper)
            FREEZE!!!

The toys go still.  Sid's hand grabs the alien out of the
backpack.  The alien is then placed sideways along Scud's
snout.

                         SID
            Ready, set, NOW.

In one quick motion, Scud flips the alien up, catches it in
his mouth, and rabidly shakes it back and forth.

Buzz and Woody react in horror.

                         SID
            Hannah!  Hey, Hannah!!!

Woody and Buzz glance up to see HANNAH, Sid's frail little
sister, carrying her Janie Doll.

                         HANNAH
            What?

                         SID
            Did I get my package in the mail?

                         HANNAH
            I dunno.

                         SID
            Whaddaya mean, you don't know?

                         HANNAH
                   (insistent)
            I don't know!

                         SID
                   (mock concern)
            Oh no, Hannah!

                         HANNAH
            What?

                         SID
            Look!  Janie!

He grabs the doll.

                         HANNAH
            Hey!!

                         SID
            She's sick!

                         HANNAH
                   (panic rising)
            No she's NOT --

                         SID
            I'll have to perform one of
            my...operations!

                         HANNAH
            NO-O-O... Don't touch her!  NO!

Sid bolts upstairs with Hannah in pursuit.

                         WOODY
            Not Sid's room...not there...

INT. UPSTAIRS HALL - CONTINUOUS

Sid races to his bedroom door.  Hannah is right behind.

                         HANNAH
            Sid!  Give her back!

Sid just LAUGHS.  He charges into the room and slams the
door in his sister's face.

INT. SID'S ROOM - CONTINUOUS

                         HANNAH (O.S.)
                   (pounding on his door)
            Sid!  Sid!...

Sid carelessly tosses the backpack on the bed and walks over
to a makeshift workbench.

                         SID
                   (as Doctor)
            Oh, no.  We have a sick patient
            here, nurse.  Prepare the O.R., STAT!

Sid CLICKS on a bare bulb dangling above his "operating
table."

Woody and Buzz look on from the safety of the backpack as
Sid places the Janie doll's head in a vise.

                         HANNAH (O.S.)
            Sid, give her back!  Give her back
            now!  I'm telling!

                         SID
                   (as Doctor)
            Patient is...
                   (straining while
                   tightening vise)
            ...pre-e-epped.

Sid grabs a painter's mask from his toolchest and dons it
like a surgeon's mask.

                         SID
                   (as Doctor)
            No one's ever attempted a double
            bypass brain transplant before.

Sid grabs a toy pterodactyl from a nearby crate full of junk.

                         SID
                   (as Doctor)
            Now for the tricky part -- pliers!

                         BUZZ
                   (whispering to Woody)
            I don't believe that man's ever
            been to medical school.

Sid struggles for a moment with his "patient" then stops.

                         SID
                   (as Nurse)
            Doctor, you've done it!
                   (running to the door)
            Hannah?

He opens the door.  Hannah is standing there, looking worried.

                         SID
                   (continued)
            Janie's all better now.

He hands her Janie -- her head has been replaced with a
pterodactyl's.  Hannah SCREAMS at the sight of the
monstrosity and bolts down the hallway.

                         HANNAH
            MOM!!  MOM!!

                         SID
            She's lying!  Whatever she says
            it's not true!

Sid throws the doll to the ground and runs after Hannah,
slamming the door behind him.

Woody and Buzz peer out of the backpack at their new
surroundings.  Heavy metal posters, discarded toy remains
and power tools adorn the messy room.

They are in Hell...toy Hell.

                         WOODY
            We are gonna die.
                   (bolting out of the pack)
            I'm outta here!

Woody leaps from the bed to the doorknob and struggles to
open it.  No good.  Woody drops to the floor.

                         WOODY
            Locked!  There's gotta be another
            way out of here.

SFX: ROLLING SOUND

Woody is startled by the noise.

A small yo-yo rolls out from behind a box and falls on its
side.

Spooked, Woody grabs a pencil from the floor and brandishes
it like a weapon.

Just then a shadow passes by Woody.  He turns quickly but
sees nothing.

                         WOODY
            Uh...Buzz?  Was that you?

Woody hurriedly trades his pencil for a larger flashlight.

He hears a NOISE from under Sid's bed.  Woody turns on the
flashlight and shines the beam in the direction of the
noise, illuminating...

A BABY DOLL HEAD'S PROFILE

                         WOODY
            Hey!  Hi, there, little fellah!
            Come out here.  Do you know a way
            out of here?

The baby doll moves out from under the bed, revealing a one-
eyed doll head atop a spider-like body made of erector set
pieces.

                         WOODY
                   (GASP!!)

The creature extends its legs and rises up taller than Woody.
Scared speechless, Woody keeps his flashlight beam locked on
BABYFACE.

Various other MUTANT TOYS begin to emerge from the shadows:
a toy fishing pole with fashion doll legs, a skateboard with
a combat soldier's torso screwed to the front end, a jack-
in-the-box with a rubber hand for a head, (and others).

Woody leaps onto the bed and hides behind Buzz.

                         WOODY
            B-B-B-Buzz!

Buzz and Woody look on as the mutants have a tug of war as
they grab all the Janie and pterodactyl parts, dragging them
off into the shadows.

                         BUZZ
            They're cannibals!

Woody retreats back into the backpack.

INT. BACKPACK - CONTINUOUS

Woody cowers in the corner as Buzz enters.  He punches a
button on his chest.

                         BUZZ
            May day!  May day!  Come in, Star
            Command!  Send reinforcements!...
                   (pause)
            Star Command, do you copy?

No response.

Buzz adjusts his laser light.  It emits a short BLIP.

                         BUZZ
                   (aiming his arm out
                   the pack)
            I've set my laser from stun to kill.

                         WOODY
            Oh, great, great.  Yeah, and if
            anyone attacks us we can blink 'em
            to death.

EXT. ANDY'S HOUSE - NIGHT

Rex points a flashlight out of Andy's bedroom window while
Bo Peep, Slinky, Hamm and Potato Head look on.

Some bushes rustle below.

                         REX
            Hey, you guys!  I think I've found
            him.  Buzz!  Is that you?!

Rex points the flashlight beam at the shaking bushes.  The
annoyed MEOW of a cat is heard.

                         REX
            Whiskers!  Will you get out of
            here?!  You're interfering with the
            search and rescue.

SFX: APPROACHING CAR

Rex turns off the flashlight.

                         REX
                   (whispering)
            Look!  They're home!

The toys duck behind the sill.

The Davis' family van pulls into the driveway.  Andy and Mrs.
Davis get out.

                         ANDY
            Mom, have you seen Woody?

                         MRS. DAVIS
            Where was the last place you left him?

                         ANDY
                   (searching the van)
            Right here in the van.

                         MRS. DAVIS
            Oh, I'm sure he's there.  You're
            just not looking hard enough.

                         ANDY
            He's not here, Mom.  Woody's gone.

The toys all look at one another.

                         BO PEEP
                   (GASP)
            Woody's gone?!

                         HAMM
            Well waddah-ya-know, the weasel ran
            away.

Hamm, Potato Head and Rex walk away from the window.
                         MR. POTATO HEAD
            Huh?!  Huh?!  I told you he was
            guilty.

                         REX
            Who would've thought he was capable
            of such atrocities?!

Bo Peep and Slinky are left alone at the window, visibly
crestfallen.

                         BO PEEP
            Oh, Slink, I hope he's okay.

                                            DISSOLVE TO:

EXT. SID'S BEDROOM WINDOW - DAY

                         SID (O.S.)
                   (as Interrogator)
            Oh, a survivor.  Where is the rebel
            base?  Talk!

SFX: HAND SLAP

INT. SID'S ROOM - CONTINUOUS

An inanimate Woody flies across the room, landing hard on
the floor.

Sid crosses to the window.

                         SID
                   (as Interrogator)
            I can see your will is strong.

Sid opens the window shade.  Bright sunlight shines down
onto Woody.

                         SID
                   (continued)
            Well, we have ways of making you talk.

Sid pulls out a magnifying glass from his back pocket and
focuses the beam on Woody's forehead.

                         SID
                   (as Interrogator)
            Where are your rebel friends now?
            Heh, heh.

A bright white hot dot forms on Woody's forehead and begins
to smolder.

                         SID'S MOM (O.S.)
            Sid!!  Your pop-tarts are ready!

Sid pulls the magnifying glass away.

                         SID
            Alright!!

Sid runs out of the room.  As soon as he's gone, Woody jumps
up SCREAMING, his forehead burning.

He runs to a bowl of half-eaten cereal (with milk) on the
floor, and dunks his head in.

Buzz runs over to Woody, pausing to remove two suction cup
darts from his person before pulling Woody out of the bowl.
Two colorful Froot-Loops stick to each of Woody's eyes like
glasses.

                         BUZZ
            Are you alright?
                   (whacking him on the back)
            I'm proud of you, Sheriff.  A
            lesser man would have talked under
            such torture.

Woody looks at his reflection in the back of the cereal
spoon and rubs the burn mark on his forehead.

                         WOODY
            I sure hope this isn't permanent.

                         BUZZ
                   (checking his wrist communicator)
            Still no word from Star Command.
            We're not that far from the
            spaceport --

Woody's eyes light up.

ANGLE: SPOON

Sid's bedroom door can be seen in the reflection.  It's open.

                         WOODY
            The door!  It's open!  We're free!!

Woody runs for the door.  Buzz follows.

                         BUZZ
            Woody, we don't know what's out there!

                         WOODY
            I'll tell you what's -- AAAAH!

THE MUTANT TOYS

suddenly appear and block their path to the doorway.  Woody
hides behind Buzz.

                         WOODY
            They're gonna eat us, Buzz!!  Do
            something!  Quick!

                         BUZZ
            Shield your eyes!

Buzz fires his laser at them.  The little red beam just
flickers against Babyface's head.  The mutant toys look
confusedly at each other.

                         BUZZ
            It's not working.  I recharged it
            before I left.  It should be good
            for hours --

                         WOODY
            Oh, you idiot!  You're a toy!  Use
            your karate chop action!

Grabbing Buzz like a hostage, Woody fends off the mutant
toys by pushing a large button on Buzz's back, making Buzz's
arm involuntarily "chop" up and down.

                         WOODY
                   (to mutants)
            Get away!  Hoo-cha!  Hoo-cha!

                         BUZZ
            Hey!!  Hey!  How are you doing that?
            Stop that!

                         WOODY
            Back!  Back, you savages!  Back!

Woody circles around the mutant toys to the open doorway,
continually chopping Buzz's arm.

                         BUZZ
            Woody, stop it!!

                         WOODY
            Sorry guys, but dinner's canceled!

Woody drops Buzz and runs out the door.

INT. UPSTAIRS HALLWAY - CONTINUOUS

Woody races down the corridor...

                         WOODY
                   (to himself)
            There's no place like home.
            There's no place like home.
            There's no place like home...

...turns onto the top of the stairwell, down a few steps,
and is confronted by...

SCUD

asleep on the landing.

Woody freezes inches away from the sleeping beast.  He
slowly backs up the stairs.

Suddenly Buzz appears and pulls Woody back against the
hallway wall.  He covers Woody's mouth with his hand.

                         WOODY
                   (muffled gasp)


                         BUZZ
                   (whisper)
            Another stunt like that, cowboy --
            you're going to get us killed.

                         WOODY
                   (pulling Buzz's hand away)
            Don't tell me what to do!

                         BUZZ
            Shhh!

Buzz checks to make sure Scud is still asleep and then darts
across the stairwell opening to the other end of the hallway.
Once safely across, he motions for Woody to follow.

Woody cowardly crawls on all fours across the open area and
meets up with Buzz.

As he stands...

WOODY'S PULLSTRING RING

gets caught on one of the curls of the wrought iron railing.

The toys begin to creep down the hallway, unaware that
Woody's pullstring is being pulled farther and farther
until --

It SNAPS off the iron railing and flies back towards Woody.

                         WOODY (VOICE BOX)
            YEEEEEEE-HAAAAAAA!!

Both Buzz and Woody leap in surprise at the sound of Woody's
voice box.

ANGLE: SCUD'S EYE

It opens.

Woody vainly attempts to stifle the recoiling pullstring.

                         WOODY (VOICE BOX)
                   (continued)
            Giddy-up partner!...

GROWLING, Scud starts up the stairs.

                         WOODY (VOICE BOX)
                   (continued)
            ...We got to get this wagon train a
            movin'!

Woody and Buzz take off running.

                         BUZZ
            Split up!

Two doors are ajar at the other end of the hallway.  Buzz
dives behind one while Woody jumps into...

A CLOSET

Woody slams the door shut just as Scud reaches the top of
the landing.  CRASHED can be heard from behind the closet
door, getting Scud's attention.

Buzz peeks out from his doorway at Scud SNIFFING AND
GROWLING at the closet.

Sensing movement behind him, Scud whips around and starts to
enter Buzz's doorway.

SFX: SNORING

The noise stops the dog in his tracks.  Both Scud and Buzz
look up to see...

INT. SID'S DAD'S DEN - CONTINUOUS

MR. PHILLIPS is asleep on a La-Z-Boy recliner in front of
the T.V.

Scud backs out and heads down the stairs.

Buzz turns to exit the room when he hears...

                         SPACE COMMANDER (O.S.; ON TV)
            Calling Buzz Lightyear!!  Come in
            Buzz Lightyear!!  This is Star
            Command.  Buzz Lightyear!  Do you
            read me?!

                         BUZZ
            Star Command!

Buzz opens up his wrist communicator and is just about to
speak into it when he is interrupted.

                         KID #1 (O.S.)
            Buzz Lightyear responding!  Read
            you loud and clear!

Buzz turns around to see...

A TELEVISION SET

Buzz's space ranger logo is on the screen over a field of
stars.  The image quickly changes to two young boys playing
in their backyard with a Buzz Lightyear doll.

                         SPACE COMMANDER
            Buzz Lightyear, Planet Earth needs
            your help!

                         KID #1
                   (into toy wrist communicator)
            On the way!

                         MALE CHORUS (V.O.)
            BUZZ LIGHTYEAR!!!

Buzz reacts with confusion at what he is watching.  He walks
slowly towards the television set.

                         TV ANNOUNCER (V.O.)
            The world's greatest superhero!
            Now the world's greatest TOY!

ANGLE: TV COMMERCIAL

The Buzz Lightyear doll is now out of the box and being
displayed.

                         TV ANNOUNCER (V.O.)
            Buzz has it all!  Locking wrist
            communicator!

                         KID #1
            Calling Buzz Lightyear.

                         TV ANNOUNCER (V.O.)
            Karate chop action!

                         KID #2
            Wow!

With every feature demonstrated on the TV, Buzz compares the
same feature on himself.

                         TV ANNOUNCER (V.O.)
            Pulsating laserlight!

                         KID #2
            Total annihilation!

                         TV ANNOUNCER (V.O.)
            Multi-phrase voice simulator!

                         TV BUZZ (SAMPLED VOICE)
            It's a secret mission in uncharted
            space!

Buzz presses the same button on his uniform.

                         BUZZ (SAMPLED VOICE)
            It's a secret mission in uncharted
            space!

                         TV ANNOUNCER (V.O.)
            And best of all...
                   (big "monster truck" voice)
            HIGH-PRESSURE-SPACE-WINGS!!

                         TV BUZZ
            To Infinity and Beyond!

On the TV screen, the Buzz Lightyear action figure appears
to be launched through the air.  The words:  NOT A FLYING
TOY flash across the bottom of the screen.

                         TV ANNOUNCER (V.O.)
                   (non-excited lawyer voice)
            Not a flying toy.

Buzz slowly shakes his head in wide-eyed disbelief.

                         TV ANNOUNCER (V.O.)
            Get your Buzz Lightyear action
            figure and save a galaxy near you!

                         MALE CHORUS (V.O.)
            BUZZ LIGHTYEAR!!!

The image on the screen changes to a shot of hundreds of
Buzzes in their boxes lining either side of a store aisle.

                         LOCAL ANNOUNCER (V.O.)
            Available at all Al's Toy Barn
            outlets in the tri-county area.

Buzz is stricken.  He looks down at his wrist communicator
and opens it.

ANGLE: WRIST COMMUNICATOR

Molded on the underside of the cover are three words: "MADE
IN TAIWAN."

SONG: "I WILL GO SAILING NO MORE" BEGINS

INT. UPSTAIRS HALLWAY - CONTINUOUS

Buzz walks dejectedly out of the den and down the hallway.

As he passes the top of the stairwell he pauses to look up
through the railing at...

A SMALL WINDOW

It is open, revealing the blue sky beyond.  A bird flies past.

The taunting voice of Woody echoes in his head.

                         WOODY (V.O.)
            You are a toy!  You can't fly!

Buzz bows his head, defeated.

BEAT

Slowly Buzz raises his head, determination in his eyes.  He
slams the offending wrist communicator shut, as if to deny
its message of "Made in Taiwan."

Buzz climbs up the railing to the banister.  He pops open
his wings, and aims himself towards the window above.

                         BUZZ
            To Infinity and Beyond!

Buzz leaps off the banister...

and falls.

In SLOW MOTION Buzz watches his square of blue sky pull
farther away from him as he plummets to the floor below.

INT. SID'S HOUSE/ENTRYWAY - CONTINUOUS

Buzz CRASHES on the entryway floor.

Buzz opens his eyes to see...

HIS SEVERED LEFT ARM

The broken arm lies a few inches away from his now empty arm
socket.

Buzz drops his head back in defeat.

SONG ENDS

                         HANNAH (O.S.)
            M-o-o-om?  Mom, have you seen my
            Sally doll?

Hannah walks into the entryway, and not seeing Buzz, steps
on him.

                         MOM (O.S.)
            What, dear?  What was that?

Hannah picks up Buzz (and his arm) and smiles.

                         HANNAH
            Nevermind.

                                            DISSOLVE TO:

INT. UPSTAIRS HALLWAY - LATER

ANGLE: CLOSET

The knob jiggles for a moment.  Suddenly, the door flies
open revealing Woody, entangled in Christmas lights,
standing atop a pile of boxes to be at doorknob height.

Woody and the rest of the junk topple over.

A bowling ball topples out, smashing Woody square on the head.

                         WOODY
            Oo-o-of!
                   (to the hallway)
            Buzz?!  The coast is clear.  Buzz?
            Where are you?
                         BUZZ (O.S.; SAMPLED VOICE)
            It's a secret mission in uncharted
            space!  Let's go!!

Woody creeps down the hallway, dragging the Christmas lights
with him.

                         HANNAH (O.S.)
            Really?  That is so-o-o interesting.

Woody peeks into the open doorway of...

INT. HANNAH'S BEDROOM/UPSTAIRS HALLWAY - CONTINUOUS

Hannah is pretending to have a tea party.  Her guests are
dolls, headless dolls, that is except for...

BUZZ

He is seated at the miniature table, dressed up in a frilly
apron and fashionable party hat.

                         HANNAH
                   (continued)
            Would you like some tea, Mrs. Nesbit?

                         WOODY
                   (under his breath)
            Buzz!

Hannah has placed a tiny teapot in Buzz's severed arm and
pours imaginary tea with it.

                         HANNAH
            It's so nice you could join us on
            such late notice.

Woody steps back into the hallway.

                         WOODY
            Oh, no!

                         HANNAH
            What a lovely hat, Mrs. Nesbit.  It
            goes quite well with your head.

Woody thinks for a moment, then takes a few steps further
down the hall.  He CLEARS HIS THROAT.

                         WOODY
                   (high voice)
            Hannah!  Oh, Hannah!

Hannah stops pouring tea and looks up.

                         HANNAH
                   (yelling out her room)
            Mom?
                   (to the dolls)
            Please excuse me, ladies.  I'll be
            right back.

As soon as Hannah exits the room Buzz keels over face-down
onto the table.

Hannah passes Woody, hidden in the Christmas lights, and
walks downstairs.

                         HANNAH
            What is it, Mom?  Mom, where are you?

Woody bolts into Hannah's room.

                         WOODY
            Buzz!  Hey, Buzz!  Are you okay?

Buzz lifts his head up and wails in drunken despair.

                         BUZZ
            Gone!  It's all go-o-one!  All of
            it's gone.  Bye-bye!  Whoo-hoo!
            See ya!

Woody picks up Buzz's severed arm.

                         WOODY
            What happened to you?

                         BUZZ
            One minute you're defending the
            whole galaxy...
                   (pointing at other dolls)
            ...and suddenly you find yourself
            suckin' down Darjeeling with Marie
            Antoinette and her little sisters.

The headless dolls turn and wave.

Woody removes the teapot from the severed arm and sets it on
the table.

                         WOODY
            I think you've had enough tea for
            today.
                   (helping Buzz up)
            Let's get you out of here, Buzz.

                         BUZZ
                   (grabbing Woody)
            Don't you get it?!  You see the hat?
            I am Mrs. Nesbit!!
                   (hysterical laughter)


                         WOODY
            Snap out of it, Buzz!

Woody presses Buzz's helmet open, slaps him across the face
with his own detached arm, and then politely closes the helmet.

Buzz sobers up and calmly takes his severed arm from Woody.
Buzz walks out of the room while Woody follows.

                         BUZZ
                   (sober)
            I'm sorry.  You're right.

INT. UPSTAIRS HALLWAY - CONTINUOUS

                         BUZZ
                   (continued)
            ...I'm just a little depressed,
            that's all.  I can get through this.

Buzz reaches the center of the hallway and drops to his knees.

                         BUZZ
            Oh, I'm a sham!!

                         WOODY
                   (loud whisper)
            Sh-h-h-h-h!!  Quiet, Buzz.

                         BUZZ
            Look at me!  I can't even fly out
            of a window!

Woody stops short.  He looks down the hallway in the
direction of Sid's room.

ANGLE: SID'S BEDROOM WINDOW

Woody can see straight out Sid's window across the way to
Andy's bedroom window.

                         BUZZ
                   (continued)
            But -- the hat looked good.  Tell
            me the hat looked good!  The apron
            is a bit much, it's not my color...

                         WOODY
            Out the window...Buzz, you're a
            genius!

Woody grabs the coil of Christmas lights and drags Buzz
towards Sid's room.

                         WOODY
                   (continued)
            Come on, this way!

                         BUZZ
            Years of Academy training...wasted!!

EXT. ANDY'S HOUSE/ANDY'S BEDROOM WINDOW

Mr. Potato Head and Hamm are playing Battleship.  Hamm's
wearing Potato Head's hat.

                         MR. POTATO HEAD
            B-3.

                         HAMM
            Miss.  G-6.

                         MR. POTATO HEAD
            Ohhh!  You sunk it!

                         HAMM
            Heh-heh.

                         MR. POTATO HEAD
            Are you peeking?

                         HAMM
            Oh, quit your whining and pay up.

Potato Head reaches for his ear.

                         HAMM
            No, no, not the ear.  Gimme the
            nose.  C'mon!

                         MR. POTATO HEAD
                   (pulling out his
                   nose; nasally)
            How 'bout three out of five?

He is about to hand his nose over to Hamm when...

                         WOODY (O.S.)
            Hey guys!  Guys!  Hey!

Both toys look across the way.

EXT. SID'S WINDOW/ANDY'S BEDROOM WINDOW - CONTINUOUS

Woody has just finished lifting Sid's window and waves to
the toys.

                         MR. POTATO HEAD
            Son of a building block, it's Woody!

                         HAMM
            He's in the psycho's bedroom!

                         WOODY
            Hi!

                         HAMM
                   (into Andy's bedroom)
            Everyone, it's Woody!

INT. ANDY'S BEDROOM - CONTINUOUS

Slinky, Bo Peep and Rex look to the window.

                         BO PEEP
            Woody?!

                         REX
            You're kidding?

                         SLINKY
            Woody?!

INT. SID'S ROOM

                         WOODY
            We're gonna get outta here, Buzz --
            Buzz?

Buzz is not there.  Woody looks down at the floor.

Buzz is sitting on the floor, playing "bombs away" with his
broken arm.

EXT. ANDY'S BEDROOM WINDOW/SID'S WINDOW

The rest of Andy's toys gather around the window to see Woody.

                         REX
            Hey, look!

                         BO PEEP
            Woody!

                         WOODY
            Boy, am I glad to see you guys!

                         SLINKY
            I knew you'd come back, Woody!

                         BO PEEP
            What are you doing over there?

                         WOODY
            It's a long story, Bo.  I'll
            explain later.  Here, catch this!

Woody tosses one end of the Christmas lights over.  Slinky
catches them.

                         SLINKY
            I got it, Woody!

                         REX
                   (overly excited)
            He got it, Woody!

                         WOODY
            Good going, Slink!  Now, just, just
            tie it on to something!

                         MR. POTATO HEAD
            Wait!  Wait!  I got a better idea!
            How about we DON'T?!

Potato Head grabs the string of lights away from Slinky.

                         SLINKY
            Hey?!!

                         BO PEEP
            Potato Head!?

                         MR. POTATO HEAD
            Did you all take stupid pills this
            morning?!  Have you forgotten what
            he did to Buzz?  And now you want
            to let him back over here?

                         WOODY
            No, no, no!  You got it all wrong,
            Potato Head.  Buzz is fine!  Buzz
            is right here.  He's with me!

                         MR. POTATO HEAD
            You are a liar!

                         WOODY
            No, I'm not!
                   (to Buzz)
            Buzz, come over here and you just
            tell the nice toys that you're not
            dead.

ANGLE: BUZZ

He doesn't respond, preoccupied with peeling off the sticker
on his wrist communicator.  He crumples it up and tosses it
aside.

                         WOODY
                   (to Andy's toys)
            Just a sec.

INT. SID'S ROOM - CONTINUOUS

Frantic, Woody walks over to the edge of the desk.

                         WOODY
            Buzz!  Will you get up here and
            give me a hand?!

Buzz's severed arm comes flying into view and lands by
Woody's feet.

                         WOODY
                   (insincerely)
            Ha ha.  That's very funny, Buzz.
                   (exploding)
            This is serious!!

                         REX (O.S.)
            Hey, Woody!?  Where'd ya go?

                         MR. POTATO HEAD (O.S.)
            He's lyin'.  Buzz ain't there.

EXT. SID'S WINDOW/ANDY'S WINDOW

Woody reappears at the edge of Sid's window.  He pretends to
notice something out of the other toy's view.

                         WOODY
                   (forced casualness)
            Oh, hi Buzz!  Why don't you say
            "hello" to the guys over there?

BUZZ'S SEVERED ARM

suddenly appears with Woody holding the end just out of
sight.  Woody throws his voice, pretending to be Buzz.

                         WOODY (AS BUZZ)
            Hi ya, fellas.  To infinity and
            beyond!

                         REX
            Hey look!  It's Buzz!

                         WOODY
                   (shaking the arm's hand)
            Yeah, hey Buzz.  Let's show the
            guys our new secret best-friends
            hand shake.  Gimme five, man!

                         HAMM
            Something's screwy here.

                         WOODY
            So, you see?  We're friends now,
            guys.  Aren't we, Buzz?
                   (as BUZZ)
            You bet.  Gimme a hug.

Woody makes Buzz's arm grab his neck and pull him forward.

                         WOODY
                   (continued; as himself)
            Ha, ha, oh, I love you, too.

                         SLINKY
            See?  It is Buzz.  Now give back
            the lights, Potato Head.

                         MR. POTATO HEAD
            Wait just a minute.  What are you
            trying to pull?!

                         WOODY
            Nothing.

Woody innocently shrugs and throws both his hands up...

...exposing the severed arm.

The toys all SCREAM in horror.  Rex clasps his hands to his
mouth and turns away to BARF.

Realizing his mistake, Woody tries to hide the arm, but it's
too late.

                         HAMM
            Oh, that is disgusting.

                         MR. POTATO HEAD
            Murderer!

                         WOODY
            No!  No, no, no, no!

                         MR. POTATO HEAD
            You murdering dog!

                         WOODY
            No, it's not what you think, I swear!

                         MR. POTATO HEAD
            Save it for the jury.  I hope Sid
            pulls your voice-box out, ya creep!

Potato Head drops the lights.

                         WOODY
            No!  No!  Don't leave!  Don't leave!
            You've gotta help us, please!  You
            don't know what it's like over here!

                         MR. POTATO HEAD
                   (to the other toys)
            Come on.  Let's get out of here.

                         HAMM
            Go back to your lives, citizens.
            Show's over.

All the toys leave the window except Slinky.

                         WOODY
            Come back!  Slink!  Slink, please!
            Please!  Listen to me!

Unable to look Woody in the eye, Slinky closes the blinds.

                         WOODY
                   (continued)
            No!  No!  Come back!  SLI-I-I-INKYYY!!

SFX: THUNDER

As storm clouds roll over Sid's house, Woody slumps over the
window sill in defeat.

INT. SID'S ROOM - CONTINUOUS

BROKEN TOY SOUNDS emit from behind Woody.  He turns from the
window to see...

THE MUTANT TOYS

converging all around Buzz.

                         WOODY
            BUZZ!!

Still holding onto Buzz's arm, Woody jumps down from the
desk and runs to Buzz's rescue.

                         WOODY
            Go away, you disgusting freaks!

Babyface turns from the fray and charges at Woody with his
erector-set pinchers.

Woody cowers, shielding himself from Buzz's arm.

Babyface clamps onto the arm and has a tug-o-war with Woody.

                         WOODY
            Alright back!  Back, you cannibals!

Woody loses his grip on the arm and sails across the room,
crashing into the wall.

By now there is no sight of Buzz within the swarming mass of
mutant toys.

Woody attacks the mob with a vengeance.

                         WOODY
            He is still alive, and you're not
            gonna get him, you monsters!

He furiously throws the mutant toys aside, digging his way
to...

BUZZ

He is sitting up, his broken arm now newly-attached.

Woody's anger turns to confusion.

                         WOODY
            Hey?!  Hey, they fixed you!

Woody shakes Buzz's arm to confirm what he's seeing is real
when he looks to the mutants.

                         WOODY
                   (continued)
            But -- but they're cannibals.  We
            saw them eat those other toys.

The mutant toys part to reveal the recent victims of Sid's
last "operation": The Janie Doll and Pterodactyl.  Their
heads have been taped back on the correct bodies.

The mutants all innocently stare at Woody.

                         WOODY
            Uh...sorry.  I...I thought that you
            were gonna...
                   (laughs nervously)
            ...you know, eat my friend.

Immediately, the mutant toys retreat back into the dark
corners of the room.

                         WOODY
            Hey!  No, no, wait!  Hey!  What's
            wrong?

                         SID'S MOM (O.S.)
            Sid!

                         SID (O.S.)
            Not now, Mom, I'm BUSY!

                         WOODY
            Sid!!!

FOOTSTEPS approach the bedroom.  Woody tries to pick up the
still depressed Buzz, but he just goes limp.

                         WOODY
            Buzz!  C'mon, get up!  Buzz,
            you're...
                   (GRUNT)
            ...get up...

Woody begins dragging Buzz towards the bed, but their
progress is too slow.  He shakes Buzz hard.

                         WOODY
            Fine.  Let Sid trash you.  But
            don't blame me.

Woody leaves Buzz sitting alone in the middle of the floor
and hides underneath a nearby milkcrate just as...

Sid enters carrying a big box.

                         SID
            It came!  It finally came!

Sid runs over to his workbench and rips open the box.

                         SID
                   (reverently)
            The big one.

He pulls out a rocket with "THE BIG ONE" written on it.

                         SID
                   (reading the rocket label)
            "Extremely dangerous.  Keep out of
            reach of children."  COOL...
                   (looks around)
            What am I gonna blow?  Man...hey,
            where's that wimpy cowboy doll?

Sid spots the milkcrate and picks it up.

No Woody.

ANGLE: UNDERSIDE OF MILKCRATE

Out of Sid's view, Woody presses against the inside, hanging
on for dear life.

SFX: BUZZ'S LASER

Sid looks down and notices he's stepping on Buzz, activating
his laser.

                         SID
            Yes!  I've always wanted to put a
            spaceman into orbit.  Ha-ha.

He places Buzz and the milkcrate on the workbench and throws
a toolbox on top of the crate.

The impact of the toolbox dislodges Woody from his hiding
place.  Woody quickly ducks under a magazine on the floor of
the crate "jail."

Woody watches helplessly as Sid fishes out a roll of
electrical tape from the toolbox and, with an IRREVERENT
CHUCKLE, tapes Buzz to the rocket.

SFX: THUNDERCLAP

A flash of lightning interrupts the moment.

                         SID
            Oh, no...

Sid crosses to the window to see a huge rainstorm commence.
Sullenly, he smacks his head against the window.

                         SID
            Aw, man...!

Woody heaves a SIGH of relief.

Suddenly Sid's face brightens.  He turns his focus from the
rain to the Buzzrocket.

                         SID
                   (as Newscaster)
            Sid Phillips reporting.  Launch of
            the shuttle has been delayed due to
            adverse weather conditions at the
            launch site.  Tomorrow's forecast...

Sid smacks Buzz down on the desk, winds his alarm clock, and
places it next to Buzz.

                         SID
            Sunny.  Ha-ha-ha.  Sweet dreams.

INT. ANDY'S BEDROOM - THAT NIGHT

Andy is being tucked into bed by his mother.  She hands him
his cowboy hat.

                         MRS. DAVIS
            I looked everywhere, honey, but all
            I could find was your hat.

                         ANDY
                   (groggy)
            But what if we leave them behind?

                         MRS. DAVIS
            Oh, don't worry, honey, I'm sure
            we'll find Woody and Buzz before we
            leave tomorrow.

Andy's eyes shut.  Mom turns out the light and quietly exits
the room.

A moving box on the floor, with the words "Andy's Toys!"
scrawled on it, begins to shake from side to side.

                         REX (O.S.)
                   (muffled)
            Aaaah!  I need air!

Rex pops out of the top of the box, COUGHING a packing
styrofoam peanut out of his mouth.  Potato Head appears
beside him.

                         REX
                   (relieved)
            Aa-a-a-a-ah!
                   (COUGH)

                         MR. POTATO HEAD
            Will you quit moving around?!

                         REX
            I'm sorry.  It's just that I get so
            nervous before I travel.

                         MR. POTATO HEAD
            How did I get stuck with YOU as a
            moving buddy?

Potato Head drops back down into the box.

                         REX
                   (following Potato Head)
            Everyone else was picked.

BO PEEP

peeks around the corner of one of the boxes and looks up at
Andy fast asleep clutching his cowboy hat.

                         BO PEEP
            Oh, Woody, if only you could see
            how much Andy misses you.

EXT. SID'S HOUSE - LATER THAT NIGHT

THUNDER RUMBLES as rain pours down outside the spooky dwelling.

INT. SID'S ROOM

Sid is in bed fast asleep.

Woody struggles to move his milkcrate jail, but with the
weight of the toolbox on top it won't budge.

Woody looks across the desktop at Buzz sitting dejectedly
with the rocket strapped to his back.

                         WOODY
            Ps-s-s-s-t!  Psst!  Hey, Buzz!

No reaction from Buzz.

Woody picks up a stray washer from the desktop and flings it
at Buzz, striking his helmet.

Buzz lifts his head and turns lifelessly to look at Woody.

                         WOODY
            Hey!  Get over here and see if you
            can get this tool box off me.

Buzz just looks away from Woody and bows his head.

                         WOODY
            Oh, come on, Buzz.  I...Buzz, I
            can't do this without you.  I need
            your help.

                         BUZZ
            I can't help.  I can't help anyone.

                         WOODY
            Why, sure you can, Buzz.  You can
            get me out of here and then I'll
            get that rocket off you, and we'll
            make a break for Andy's house.

                         BUZZ
            Andy's house.  Sid's house.  What's
            the difference.

                         WOODY
            Oh, Buzz, you've had a big fall.
            You must not be thinking clearly.

                         BUZZ
            No, Woody, for the first time I am
            thinking clearly.
                   (looking at himself)
            You were right all along.  I'm not
            a Space Ranger.  I'm just a toy.  A
            stupid little insignificant toy.

                         WOODY
            Whoa, hey -- wait a minute.  Being
            a toy is a lot better than being a
            Space Ranger.

                         BUZZ
            Yeah, right.

                         WOODY
            No, it is.  Look, over in that
            house is a kid who thinks you are
            the greatest, and it's not because
            you're a Space Ranger, pal, it's
            because you're a TOY!  You are HIS
            toy.

                         BUZZ
            But why would Andy want me?

                         WOODY
            Why would Andy want you?!  Look at
            you!  You're a Buzz Lightyear.  Any
            other toy would give up his moving
            parts just to be you.  You've got
            wings, you glow in the dark, you
            talk, your helmet does that -- that
            whoosh thing -- you are a COOL toy.

Woody pauses and looks at himself.

                         WOODY
                   (continued; depressed)
            As a matter of fact you're too cool.
            I mean -- I mean what chance does a
            toy like me have against a Buzz
            Lightyear action figure?  All I can
            do is...

Woody pulls his own pull-string.

                         WOODY (VOICE BOX)
            There's a snake in my boots!

Woody bows his head.

                         WOODY
            Why would Andy ever want to play
            with me, when he's got you?
                   (pause)
            I'm the one that should be strapped
            to that rocket.

Woody slumps dejectedly against the crate, his back to Buzz.

Buzz lifts up his foot.

ANGLE: THE SOLE OF BUZZ'S FOOT

The signature "ANDY" reads through the dirt and scuff marks.

Buzz gazes back at Woody.  A look of determination spreads
across his face.

                         WOODY
            Listen Buzz, forget about me.  You
            should get out of here while you can.

Silence.

Woody turns around.

Buzz is gone.

Suddenly, the entire milkcrate begins to shake.  Woody looks
up to see...

BUZZ

He is on top of the milkcrate, trying to push the tool box off.

                         WOODY
            Buzz!!  What are you doing?  I
            thought you were --

                         BUZZ
            Come on, Sheriff.  There's a kid
            over in that house who needs us.
            Now let's get you out of this thing.

                         WOODY
            Yes Sir!

Both Buzz and Woody push the milkcrate and together, they
finally get it to move but it's slow progress.

                         WOODY
                   (strained)
            Come on, Buzz!  We can do it!

SFX: TRUCK

The two toys stop to look out the window by the workbench.

ANGLE: OUT SID'S BEDROOM WINDOW

With the rain stopped and the sun beginning to rise...

A MOVING TRUCK

can be seen pulling up in front of Andy's house.

                         BUZZ
            Woody!  It's the moving van.

                         WOODY
            We've got to get out of here...NOW.

Buzz braces himself between the tool chest and the wall.

Using his legs, Buzz pushes with all his might.  The toolbox
begins to move.

Woody notices that with every shove Buzz gives to the tool
chest, the milkcrate begins to edge out over the lip of the
desk.

                         WOODY
            C'mon, Buzz.

Finally the gap is wide enough for Woody to jump through.
Woody drops down to the floor below.

                         WOODY
                   (loud whisper)
            Alright.  Buzz!  Hey!  I'm out!

Buzz doesn't hear Woody and continues to shove the toolbox
(and milkcrate) farther out.

                         BUZZ
            ...almost
                   (GRUNT)
            ...there
                   (GRUNT)
            ...

Woody looks up just in time to see the entire toolbox and
milkcrate topple towards him.

                         WOODY
                   (nervous laugh)

The toolbox CRASHES right on top of Woody.

Buzz falls onto the desktop and glances over to Sid, who
stirs...

                         SID
                   (in his sleep)
            I wanna ride the pony...

Sid does not wake.  Buzz heaves a SIGH OF RELIEF, then peers
over the edge of the workbench.

                         BUZZ
            Woody!  Woody?!  Are you alright?!

Woody lifts himself out from under the rubble.

                         WOODY
                   (punch-drunk)
            No, I'm fine...I'm okay...

SFX: ALARM CLOCK

It goes off by Sid's bed.  Woody drops back under the
toolbox and Buzz goes limp.

Sid groggily sits up for a beat, then his eyes light up.

                         SID
            Oh, yeah!  Time for lift-off!

Sid jumps out of bed, grabs Buzz and bolts out of the room.

                         SID (O.S.)
            TO INFINITY AND BEYOND!!

Woody leaps to his feet, runs across the room, and catches
the door just before it closes.  As he swings the door back
open Woody is confronted by...

SCUD

The dog barrels down the hallway straight for Woody.

                         WOODY
            Aaah!  Back!  Back!  Down!  Down!

Woody slams the door shut just in time.  Scud BARKS AND
SCRATCHES at the door.

                         WOODY
                   (out of breath; to himself)
            Okay, what do I do?  Come on Woody,
            think!

Woody looks across the room.

THE MUTANT TOYS

have appeared all around the room.

                         WOODY
            Guys!

The mutant toys all scatter and hide.

                         WOODY
            No, no, no!  Wait!  Wait!  Listen!
            Please!  There's a good toy down
            there and he's -- he's going to be
            blown to bits in a few minutes all
            because of me.  I've gotta save him!
                   (pause)
            -- But I need your help.

No response.

Woody then notices Babyface timidly peeking out of the
shadows from under the bed.

                         WOODY
            Please.  He's my friend.  He's the
            only one I've got.

Babyface crawls out and bangs in code on the side of Sid's
metal bedpost.

The mutant toys emerge from the shadows, and gather around
Woody.  He kneels down into a huddle with them.

                         WOODY
                   (to Babyface)
            Thank you.
                   (to the others)
            Okay.  I think I know what to do.
            We're going to have to break a few
            rules, but if it works, it'll help
            everybody.

INT. ANDY'S BEDROOM

THE MOVERS cart out the last load.  A forlorn Andy clutches
onto Buzz's "spaceship" box in one hand and his cowboy hat
in the other.

Andy scans the empty room and heaves a sad SIGH.

EXT. BACKYARD SHED

Sid comes out of the she carrying a bunch of materials under
his arm.

                         SID
                   (as Astronaut)
            Houston to Mission Control.  Come
            in, Control.

He drops the junk down beside an inanimate Buzz.

                         SID
                   (continued)
            Launch pad is being constructed!
            Heh-heh.

SID'S UPSTAIRS HALLWAY

Scud is planted right outside Sid's bedroom door, poised to
attack anything that exits.

INT. SID'S ROOM - CONTINUOUS

Woody has created a little diagram of the house and yard out
of dominoes and Scrabble tiles.  He points to it with a
pencil as he addresses the mutants.

                         WOODY
            All right, listen up.  I need Pump
            Boy here -- Ducky here.  Legs?

LEGS, the toy fishing rod with fashion doll legs, steps
forward from the crowd.

                         WOODY
                   (continued; to Legs)
            You're with Ducky.
                   (to the others)
            RollerBob and I don't move till we
            get the signal.  Clear?

The mutants all give an affirmative nod.

                         WOODY
            Okay, let's move!

The toys all break.

Legs and DUCKY, a duck head Pez dispenser with baby doll
torso and plunger base, rush over to a heating grate and
pull the face plate off the wall.  They disappear into the
heating duct.

INT. HEATING DUCT - CONTINUOUS

Ducky and Legs come to an intersection.  Ducky QUACKS and
they head down the right tunnel.

INT. SID'S ROOM

HAND-IN-THE-BOX, the rubber hand in the Jack-in-the-box,
stacks on top of several mutant toys to reach the doorknob
of the bedroom door.

Woody hops onto ROLLERBOB, a skateboard with a soldier's
upper torso tied to its front.

                         WOODY
            Wind the frog!

WALKING CAR, a Hot Wheels car with baby arms, begins winding
up THE FROG, a tin wind-up frog with monster truck wheels
instead of legs.

INT. SID'S HOUSE/PORCH ATTIC

A bottom of wall insulation is pushed aside to reveal Ducky
and Legs.  They make their way towards a junction box
sitting in the center of the floor.

Ducky and Legs lift the loose junction box.

EXT. SID'S HOUSE/FRONT PORCH - CONTINUOUS

THE BROKEN PORCH LIGHT

suddenly lifts upward and disappears into the roof.

Ducky extends his Pez neck out of the hole to check that the
coast is clear.

INT. SID'S ROOM

All the toys have manned their positions and wait silently,
their eyes fixed on Woody.

                         WOODY
            Wait for the signal.

INT. PORCH ATTIC

Ducky takes the end of the line off Legs' fishing reel,
hooks it onto himself, and is then lowered down through the
open hole.

EXT. FRONT PORCH - CONTINUOUS

Hanging halfway down the front door, Ducky begins to swing.
Eventually he swings far enough to reach his destination:
the doorbell.

Ducky presses it.

SFX: DOORBELL

INT. SID'S ROOM

Woody throws his arm down.

                         WOODY
            Go!!

Hand-in-the-box throws open the door and The Frog is let loose.

The Frog zips through Scud's legs and down the hallway.
Scud chases after it and follows it down the stairs.

SFX: DOORBELL

                         HANNAH (O.S.)
            I'll get it!

Woody helps the rest of the mutant toys onto the skateboard.

                         WOODY
            Alright, let's go.

Using his front arms, Rollerbob propels the skateboard and
crew out into the hallway.

INT. SID'S HOUSE/ENTRYWAY

SFX: DOORBELL

Hannah walks to the front door...

                         HANNAH
            I'm coming!  I'm coming!

...and opens it.

EXT./INT. FRONT DOORWAY - CONTINUOUS

Nobody's there.

Hannah doesn't notice Ducky stuck to the porch floor by his
plunger.

THE FROG

zooms down the stairs with Scud BARKING right behind.  The
Frog leaps off the last step, speeds through Hannah's legs
and out the open front door.

Hannah looks back inside at Scud.  In that moment, Ducky
catches the Frog and is quickly reeled upwards back into the
roof.

Scud bursts through Hannah's legs, knocking her over, and
runs out onto the empty porch.

                         HANNAH
                   (annoyed)
            SCUD!!!

Scud suddenly realizes he's been duped, but before he can
get back inside, Hannah slams the front door shut.

                         HANNAH
            Stupid dog.

Scud smashes into the closed door and begins BARKING furiously.

As Hannah storms off into another room she doesn't notice
Woody and the mutants zipping off the stairs and round the
corner, heading straight into the kitchen.

INT. KITCHEN - CONTINUOUS

By now RollerBob has really picked up speed.  He shoots
underneath the kitchen table, through the maze of chair
legs, straight towards...

THE PET DOOR

                         WOODY
            Lean back!

The mutants all push back causing the RollerBob to do a
wheelie.  They smash through the doggie door...

EXT. SID'S BACKYARD - CONTINUOUS

...and catapult into the bushes.

The toys peek out from the bush to see Buzz strapped to the
launchpad.  Sid is still in the toolshed.

                         SID (O.S.; AS ASTRONAUT)
            Uh, Mission Control...is the
            launchpad construction complete? --
                   (simulated static)
            Uh, Roger, rocket is now secured to
            guide wire.  We are currently
            obtaining the...ignition sticks.
            Countdown will commence momentarily.
            Stand by --
                   (simulated static)


Ducky, Legs, and the Frog shoot out into the yard from a
drain pipe.  They exchange a thumbs-up with Woody.

                         WOODY
                   (to toys in the bush)
            Let's go!

The mutants disperse to their designated places in the yard.

                         SID (O.S.)
            Hey, Mom?!  Where are the matches?
            Oh, oh, wait, here they are.
            Nevermind...

Woody runs towards Buzz, who spots Woody approaching.

                         BUZZ
                   (loud whisper)
            Woody?!  Great!  Help me out of
            this thing!

Woody stops a few feet away from Buzz.

                         WOODY
            Shhhhhhh!

                         BUZZ
            What?!

                         WOODY
                   (loud whisper)
            It's ok.  Everything's under control.

Woody deliberately falls down limp on the grass.

                         BUZZ
            Woody?!  What are you doing?!

Sid emerges from the tool shed.  Buzz freezes.

                         SID (AS ASTRONAUT)
            Houston, all systems are go.
            Requesting permission to launch --
                   (spotting Woody)
            Hey!  How'd you get out here?

Sid picks up Woody, examines him for a beat and then smiles.

                         SID
            Oh, well, you and I can have a
            cookout later.  Ha-ha-ha...

He sticks a match prominently in Woody's holster and tosses
him onto the grill of an open barbecue.

                         SID (AS ASTRONAUT)
            Houston, do we have permission to
            launch? --
                   (simulated static)
            Uh, Roger, permission granted.  You
            are confirmed at T minus 10 seconds...

During Sid's countdown, all the mutants scurry into their
final positions.

Sid lights a match.

                         SID
                   (continued)
            ...and counting.  Ten!  Nine!
            Eight!  Seven!  Six!  Five!  Four!
            Three!  Two!... One!...

Sid grins menacingly as the match moves towards the fuse.

                         WOODY (VOICE BOX)
            Reach for the sky!!

                         SID
            Huh?

Sid pulls back from lighting the fuse.  He turns to look at
Woody still lying lifelessly atop the barbecue except for
the sound emitting from his voice box.

                         WOODY (VOICE BOX)
            This town ain't big enough for the
            two of us!

                         SID
            What?!

Sid walks over to Woody and picks him up.

                         WOODY (VOICE BOX)
            Somebody's poisoned the water hole...

                         SID
            It's busted.

He raises Woody up, about to throw him away --

                         WOODY (VOICE BOX)
            Who are you callin' busted, Buster?!

Sid stops short and looks at Woody again.

                         WOODY (VOICE BOX)
                   (continued)
            That's right.  I'm talking to YOU,
            Sid Phillips.  We don't like being
            blown up, Sid, or smashed, or
            ripped apart...

While Woody's voice box talks, Sid checks the pullstring.

It isn't moving.  Sid GULPS.

                         SID
            W-w-w-we?

                         WOODY (VOICE BOX)
            That's right.
                   (beat)
            Your toys.

The remains of broken toys in the yard, led by the bedroom
mutants, begin rising from the ground in "NIGHT OF THE
LIVING DEAD" fashion.
The toys march forward, forming a circle around Sid.  Sid is
too frightened to scream or move.

                         WOODY (VOICE BOX)
            From now on, you must take good
            care of your toys.  Because if you
            don't, we'll find out, Sid.  We
            toys can see...

Woody's inanimate head rotates 360 degrees.

                         WOODY (VOICE BOX)
                   (continued)
            ...everything.

For a split second Woody's face comes to life.

                         WOODY
                   (regular voice)
            So play nice.

Sid drops Woody and bolts inside the house.

                         SID
            AAAAAAAGGGGGGHHHHHH!!!!!

Woody and all the toys CHEER VICTORIOUSLY.

INT. SID'S ENTRYWAY

Hannah has just come downstairs carrying a new doll when Sid
rushes up to her.

                         SID
            The toys!  The toys are alive!

Sid eyes Hannah's doll and pats it gently on the head.

                         SID
                   (continued)
            N-N-Nice dolly...

Hannah, sensing Sid's fear, suddenly thrusts the doll in
Sid's face.  He SCREAMS and runs upstairs.  Hannah chases
after him, taunting.

                         HAMM
            What's wrong, Sid?!  Don't you want
            to play with Sally?!

EXT. SID'S BACKYARD

The toys are all congratulating one another.
                         WOODY
            Nice work, fellahs.  Good job.
            Comin' out of the ground -- what a
            touch!  That was a stroke of genius.

                         BUZZ
            Woody!

Woody turns around and looks at Buzz, who's still affixed to
Sid's launchpad.  Buzz extends his hand to Woody.

                         BUZZ
            Thanks.

They shake.

SFX: VAN HORN HONKING

                         MRS. DAVIS (O.S.)
            Everybody say, "Bye, house."

                         ANDY (O.S.)
                   (depressed)
            Bye, house.

Buzz and Woody look in the direction of Andy's house.

ANGLE: ANDY'S DRIVEWAY - THE FAMILY VAN

Through the fence, Andy and his family can be seen getting
into the van.

                         BUZZ
            Woody!  The van!

Woody quickly hoists Buzz off the pole he was tied to.

                         WOODY
                   (to mutant toys)
            We gotta run!  Thanks, guys.

With the rocket still taped to Buzz, the two toys sprint
towards the fence.

SFX: VAN ENGINE STARTING

                         WOODY
            Quick!

Woody easily slips through the slats in the fence, but
Buzz's rocket causes him to become stuck.

EXT. ANDY'S DRIVEWAY - CONTINUOUS

Woody has climbed up on to the rear bumper of the van before
realizing that Buzz is missing.  He looks back to discover
Buzz stuck in the fence.

                         BUZZ
            Just go!  I'll catch up!

Woody jumps down and runs back for Buzz.

The van begins pulling out of the driveway.

Woody tugs on a loosened slat and breaks Buzz free of the
fence.

The two toys run out into the street just in time to see the
van driving off down the street.

SFX: TRUCK ENGINE

Woody and Buzz turn around.

THE MOVING VAN

drives right over them.  Woody and Buzz SCREAM, ducking just
in time.

After the truck passes, Buzz runs after it with Woody a few
steps behind.

                         BUZZ
            Come on!

ANGLE: SID'S FRONT PORCH

Scud is lying on the porch when he suddenly perks up at the
sight of the two tiny toys running down the street after the
moving truck.

Scud bears his teeth and GROWLS.

EXT. NEIGHBORHOOD STREET

Buzz runs up close to the truck with Woody still back a few
paces.

A STRAP

dangles off the back of the truck.  Buzz makes a leap for it
and grabs hold.  He climbs up the strap and onto the bumper.

Woody then lunges for the strap but it stays just out of reach.

                         BUZZ
            You can do it, Woody.

Woody gives a mighty leap and catches hold of the strap.

                         WOODY
            Whew, I made it!

Woody begins climbing up when suddenly Buzz goes pale.
Woody looks behind him to see...

SCUD

The dog leaps forward and bites down on one of Woody's legs.

                         WOODY
                   (kicking Scud with
                   other foot)
            Aaaaaahh!!  Get away, you stupid
            dog!  Down!  Down!

Scud tugs on Woody, pulling him down to the end of the strap.

                         BUZZ
            Hold on, Woody!

                         WOODY
            I can't do it!  Take care of Andy
            for me!

                         BUZZ
            NO-O-O-O-O-O-O!!

Buzz leaps off of the truck and onto Scuds snout.  He grabs
Scud's eyelids and snaps them hard.  Scud YELPS, letting go
of Woody.  The dog bucks wildly with Buzz hanging onto his
face.

                         WOODY
            Buzz!

The moving truck continues down the street leaving Buzz and
Scud behind.

Still hanging onto the strap, Woody scrambles up onto the
bumper.  He unlocks the back door of the truck and tries to
lift up the heavy door.

Suddenly, the family van and moving truck come to a stop at
a traffic light.

Woody slams into the door, causing it to fly upward taking
Woody with it.

Hanging from the door, Woody scans the inside of the truck
until he spots what he's looking for.

A PILE OF MOVING BOXES

with the words "ANDY'S TOYS" written on them in crayon.

EXT. NEIGHBORHOOD STREET

Scud flings Buzz off his face.  Buzz goes tumbling under a
parked car.  Scud runs over to the car, but is too big to
get under it.

INT. BACK OF MOVING TRUCK

Woody rips into one of Andy's boxes.

ANGLE: INSIDE OF BOX

All the toys wince and MOAN as they cover their eyes from
the sudden brightness.

                         TOYS
            What?!

                         REX
            Are we there already?

                         SLINKY
            Woody?!  How'd you --

Woody's response is to slide the box aside and begin
rummaging through the next box.

Slinky, Potato Head, Rex and the other toys GRUMBLE IN
CONFUSION as they poke their heads up out of the first box.

                         WOODY
            Ah-hah!  There you are!!

Woody pulls the RC Car and its remote out of the second box.

                         MR. POTATO HEAD
            Hey!  What's he doing?

Woody runs to the back of the truck and throws the RC Car
out onto the street.  The other toys SCREAM in horror.

                         REX
            He's at it again!

INTERCUT - EXT. STREET/INT. REAR OF MOVING TRUCK

Woody turns on the remote and steers the RC car past Scud
and under the parked car where Buzz is hiding.

RC's motor WHIRRS happily at the sight of Buzz.

The traffic light turns green allowing the van and truck to
cross the intersection.

                         MR. POTATO HEAD
                   (pointing at Woody)
            Get him!!!

All the toys pour out of their boxes and CHARGE on Woody.

                         WOODY
            Ah-h!!  Ah-h!  No, no!

Woody continues to steer the remote while trying to avoid
the angry mob of toys.

Buzz jumps on to the RC car and they zoom back towards the
moving truck.

Scud is right on their heels and is about to chomp down on
Buzz --

Rocky picks up Woody and spins him over his head.

                         WOODY
            No, no, no!  Wait!
                   (as Rocky spins him)
            Whoa-Whoa-Whoa...!

-- The RC car suddenly swerves from Scud's jaws and starts
doing doughnuts (matching Woody's) in the middle of the street.

                         BUZZ
                   (spinning)
            Whoa-Whoa-Whoa...!

Rocky throws Woody to the floor.

-- RC resumes his course straight down the street with Scud
giving close chase.

Hamm leaps off a pile of boxes and onto Woody.

                         HAMM
            Pig pile!!

-- The RC car hops up in the air, tossing Buzz up and off.
Buzz manages to land back on RC, but facing backwards.

ANGLE: TRAFFIC LIGHT

It changes red again and the wall of cross traffic resumes.

Buzz and the RC car drive straight into it.

Scud blindly follows them into the traffic and skids to a
halt just missing a car.  The car swerves and CRASHES into
another car.  Soon there is a multi-car pile up that
encircles Scud, entrapping the dog.

Buzz and the RC car emerge from the intersection safely on
the other side.

INT. BACK OF MOVING TRUCK

The mob of toys lift up Woody (still holding the remote) and
head for the open back.

                         WOODY
            No wait!  You don't understand!
            Buzz is out there!  We've gotta
            help him!!

                         MR. POTATO HEAD
            Toss 'im overboard!

                         WOODY
            No, no, no, wait!

The toys toss him out into the road.  As the truck drives
off, the toys CHEER.

                         MR. POTATO HEAD
            So long Woody!

EXT. STREET - CONTINUOUS

SFX: CAR HORN

Woody turns around and ducks just in time as a car passes
over him.

Shaken, Woody tries to get up again when...

BUZZ & RC

come barreling towards him.

                         BUZZ
            Who-o-o-oa!  Woody!

The RC Car sweeps up Woody and keeps driving.

Woody finds himself sitting in front of Buzz (still holding
the remote).

                         WOODY
            Well, thanks for the ride.

                         BUZZ
                   (pointing ahead)
            Look out!!

The toys are about to slam into the rear tire of the car
that had passed over Woody earlier.

Woody SCREAMS and gives the steering wheel on the remote a
hard left, missing the tire by inches.  The RC Car moves up
under the car.

                         WOODY
            Now let's catch up to that truck!

ANGLE: RC REMOTE

Woody flicks a switch from "ON" to "TURBO."

The RC Car speeds up towards the moving truck.

INT. BACK OF MOVING TRUCK

The toys are busy CONGRATULATING one another when Lenny, the
wind-up binoculars, glances out the back and spots Buzz and
Woody.

                         LENNY
            Guys!  Guys!  Woody's riding RC!
            And Buzz is with him!

                         TOYS
            What?!!!

The toys rush to the edge of the open truck.  Bo picks up
Lenny and looks through him.

ANGLE: BINOCULAR VIEW OF BUZZ & WOODY

                         BO PEEP
            It is Buzz!  Woody was telling the
            truth!

                         SLINKY
            What have we done?!

                         REX
            Great.  Now I have guilt.
EXT. STREET/BACK OF MOVING TRUCK

The RC Car begins to gain on the truck.

                         WOODY
            We're almost there.

                         BO PEEP
            Rocky!  The ramp!

Rocky, the wrestler doll, rushes over to a lever on the side
of the back.  The sign above it reads "RAMP: UP/DOWN."
Rocky pushes down hard on the lever.  The ramp begins to lower.

Woody & Buzz look up to see the ramp about to come down
right on top of them.

                         BUZZ
            Look out!!

The RC Car pulls back just before the heavy ramp slams into
the road.  Sparks fly everywhere from the metal scraping the
pavement.

                         SLINKY
                   (to other toys)
            Quick!  Hold on to my tail!

Potato Head and Rex grabs on to Slinky's tail allowing
Slinky's front end to jump off the truck and onto the ramp.

Slinky leans forward with his paw outstretched to Woody.
Woody hands the remote to Buzz and leans forward to grab
Slinky's hand.

ANGLE: WOODY & SLINKY'S HANDS

They grab hold of one another.

                         MR. POTATO HEAD
            That a boy, Slink!!

All of a sudden, the RC Car begins to slow down pulling
Slinky's front end off the ramp.

                         SLINKY
            Woody!!

His slinky middle begins to stretch and stretch...

                         SLINKY
            Woody!  Speed up!

                         WOODY
                   (to Buzz)
            Speed up!

                         BUZZ
            The batteries!  They're running out!

RC's headlight eyes sag.  The car slows even more.

As Slinky continues stretching.  The RC Car begins to weave
side-to-side like a water skier.

                         SLINKY
            Whoa!  Whoa!  Whoa!

INT. FAMILY VAN

With Mom and Andy preoccupied, baby Molly looks in her
sideview mirror.

ANGLE: PASSENGER SIDE MIRROR

The RC Car (w/ Woody and Buzz) weaves into view and then
back out.

Molly SQUEALS with delight.

EXT. STREET/BACK OF MOVING TRUCK

With Slinky's mid-section stretched to the limit, he begins
to lose his grip on Woody.

                         SLINKY
            I can't hold on much longer!

                         WOODY
            Slink!  Hang on!

Slinky's hand slips, sending his front shooting back into
the moving truck and knocking over all the toys.

The RC Car sputters to a stop.

Woody and Buzz watch in vain as the family van and moving
truck disappear.

Buzz tosses the remote to the ground in frustration.

                         WOODY
                   (sarcastic)
            Great!

BEAT

                         BUZZ
            Woody!  The rocket!

                         WOODY
            The match!

Woody pulls out the match from his holster that Sid had put
there earlier.

                         WOODY
                   (continued)
            Yes!  Thank you, Sid!

Woody runs around behind Buzz, strikes the match against
RC's back tire, and is about to light the fuse when...

A CAR

whizzes right over them, blowing out the match.

Woody clenches the burnt match in his hands and falls
prostrate to the ground.

                         WOODY
            No-o-o!  No-no-no-no!  No-o-o!

Unable to watch a cowboy cry, Buzz bows his head, causing
his helmet to block the sun from Woody.

As Buzz's shadow passes over him, Woody stops whimpering and
looks at his hand.

A WHITE HOT DOT

like the one generated from Sid's magnifying glass, appears
on the back of Woody's hand.

Woody leaps up, grabs Buzz's helmet and aligns it so the
white dot hits the tip of the fuse.

                         BUZZ
            Woody?!  What are you doing?

                         WOODY
            Hold still, Buzz!

The fuse lights.

                         WOODY
            Ha-ha!!

                         BUZZ
            You did it!  Next stop.  Andy.

Woody jumps back onto the car then suddenly stops smiling.

                         WOODY
            Wait a minute...I just lit a rocket.
            Rockets explo --

SFX: ROCKET EXPLOSION

The RC Car rockets forward.  Speeding along the dividing
line in the road, it easily passes car after car until the
moving truck can be seen on the horizon.

EXT. BACK OF MOVING TRUCK

The toys are gathered around Slinky, his spring splayed out
on the floor.

                         SLINKY
            I shoulda held on longer.

Lenny looks out the back again.

                         LENNY
            Look!  Look!  It's Woody and Buzz!
            Comin' up fast!

The toys run to the opening and CHEER.

ANGLE: BUZZ AND WOODY

The rocket is so strong that it begins to lift Buzz and
Woody off the RC Car.  Woody manages to continue holding
onto RC -- but not for long.

The toys CHEERING turns to SCREAMING as they rush to get out
of the way of the oncoming "RC rocket."

                         REX
            Take cover!!

Woody is forced to let go of the RC Car.

They separate, sending the two toys upward and RC into the
back of the truck.

RC smashes into Potato Head, sending all of his parts flying.

EXT. SKY - BUZZ AND WOODY

The rocket hurtles upward higher and higher.

                         WOODY
            Ahhh!! This is the part where we
            blow up!

                         BUZZ
            Not today!

Buzz confidently presses the button on his chest.

WINGS

jut out of Buzz, severing the tape that holds him to rocket.
The toys separate from the rocket just before it BLOWS UP.

The toys plummet.

                         WOODY
                   (covering his eyes)
            Ah-h-h-h-h!!

Just then Buzz banks under some power lines and soars upward
again.  Woody takes a peek.

They're flying.

                         WOODY
            Hey, Buzz!!  You're flying!!

                         BUZZ
            This isn't flying.  This is
            falling -- with style!

                         WOODY
            Ha ha!!  To Infinity and Beyond!!

They soar gracefully towards the moving truck, but then pass
over it.

                         WOODY
            Uh, Buzz?!  We missed the truck!

                         BUZZ
            We're not aiming for the truck!

ANGLE: FAMILY VAN

Buzz and Woody fly right over the van's sun roof and then
drop into the car.

INT. FAMILY VAN - CONTINUOUS

Before anyone can notice, Woody and Buzz land in an open box
in the back seat right next to Andy.

Andy turns to discover the limp Buzz and Woody lying in the
box.

                         ANDY
            Hey!  Wow!

                         MRS. DAVIS
            What?  What is it?

                         ANDY
                   (picking up the toys)
            Woody!  Buzz!

                         MRS. DAVIS
            Oh, great, you found them.  Where
            were they?

                         ANDY
            Here!  In the car!

                         MRS. DAVIS
            See?  Now, what did I tell you?
            Right where you left them.

Andy hugs both toys.

CLOSE UP - WOODY AND BUZZ

They give each other a knowing wink.

                                            DISSOLVE TO:

EXT. ANDY'S NEW HOUSE - CHRISTMAS MORNING - LIVING ROOM BAY
WINDOW

Through the gently falling snow, the Davis family can be
seen around the Christmas tree unwrapping presents.

                         ANDY
            Which one can I open first?

                         MRS. DAVIS
            Let's let Molly open one.

INT. ANDY'S NEW HOUSE/LIVING ROOM - CHRISTMAS TREE

One of the Christmas bulbs moves aside to reveal...

THE SARGENT

The plastic green soldier spies on the Davis family with his
binoculars.  He turns and motions back into the tree.

INT. CHRISTMAS TREE

A baby monitor sits wedged between some branches supported
by several green army men.  One of the soldiers turns it on.

INT. ANDY'S NEW BEDROOM

The receiving end of the monitor is atop Andy's night stand.
It CRACKLES WITH STATIC.

                         SARGENT (O.S.)
                   (over the monitor)
            Frankincense, this is Myrrh.  Come
            in, Frankincense.

Buzz sits on the edge of Andy's bed while Hamm rests on the
nightstand alongside the monitor.  They listen intently.

                         HAMM
                   (to the room)
            Hey, heads up everybody!  It's
            showtime.

Woody and the rest of the toys are MINGLING together like a
typical office Christmas party.

                         REX
            Oh!  It's time!

The toys all stop and run towards the monitor.

Woody is about to follow when a crook pulls him backwards to
reveal...

BO PEEP

                         WOODY
            Whoooooah!  Oh!  Bo!
                   (rubbing his neck)
            There's gotta be a less painful way
            to get my attention.

                         BO PEEP
            Merry Christmas, Sheriff.

She smiles and points her crook upwards to her sheep perched
on a shelf dangling mistletoe.

                         WOODY
            Say, isn't that mistletoe?

                         BO PEEP
            Mm-hmmmmm.

Bo drops her crook, dips Woody and KISSES him.

The rest of the toys have congregated below the monitor
restless with "excitement" not fear.

                         REX
                   (to Slinky)
            Maybe Andy'll get another dinosaur,
            like a leaf-eater.  That way, I
            could play the, uh, dominant
            predator.  Ha ha ha!

Slinky LAUGHS with Rex.

                         BUZZ
            Quiet everyone, quiet!

                         SARGENT (O.S.)
                   (over monitor)
            Molly's first present i-i-is...Mrs.
            Potato Head.  Repeat.  A Mrs.
            Potato Head.

                         HAMM
            Way to go, Idaho!

All the toys CONGRATULATE Potato Head.

                         MR. POTATO HEAD
            Gee, I better shave.

Potato Head whips off his moustache piece.

Woody climbs up onto the bed and joins Buzz.  Lipstick now
covers Woody's face.

                         SARGENT (O.S.)
                   (over monitor)
            Come in, Frankincense.  Andy is now
            opening his first present --
                   (STATIC)


Buzz bangs on the side of the monitor.  Nothing.

                         WOODY
            Buzz.  Buzz Lightyear.  You are not
            worried, are you?

                         SARGENT (O.S.)
                   (over monitor)
            I can't quite make out --
                   (STATIC)

                         BUZZ
                   (defensively)
            Me?  No, no, no, no...
                   (beat)
            Are you?

                         WOODY
                   (laughing)
            Now Buzz, what could Andy possibly
            get that is worse than you?!

We TRUCK OUT through the window to the EXT. as we HEAR...

                         ANDY (O.S.)
            Oh, what is it?  What is it?

SFX: BARKING

                         ANDY (O.S.)
            Wow!  A puppy!

We ZOOM BACK through the window to a CLOSE UP of Buzz and
Woody.

They look at one another with a half-smile, half-grimace and
LAUGH WEAKLY.

                                            FADE OUT.

                           THE END



Toy Story



Writers :   Joss Whedon  Andrew Stanton  Joel Cohen  Alec Sokolow
Genres :   Animation  Comedy  Family  Fantasy


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