‘Toy Story 2’ at 20: A History of the Film That Almost Broke Pixar, and How It Became Their Masterpiece

Walt Disney Pictures

It’s January 1999, and Pixar is in a crisis.

The company is nine months away from releasing its next film Toy Story 2, the highly anticipated sequel to their critically acclaimed debut feature, and in the words of director John Lasseter: it’s a “disaster”. Talk of a sequel to Toy Story began immediately after it proved to be such a tremendous success, becoming the highest grossing film of 1995, and Lasseter, having already helmed the first movie and starting work on A Bug’s Life, decided it would be a good opportunity to foster new talent at Pixar. Promising young animator Ash Brennon is hired to direct, and the film is officially announced in March 1997 as a direct to video release. Disney’s track record with sequels at the time was spotty at best – The Rescuers Down Under was their only theatrically released sequel and it was a major flop, and the “happily ever after” nature of a lot of their films combined with their tight image control led them away from possibly diluting the brand with mediocre second installments. But with the direct-to-video sequel model introduced a few years earlier proving particularly lucrative (Return of Jafar reportedly made over $100 million dollars profit), this path seemed a natural fit for Toy Story 2.

Production immediately gets off to a rocky start. Working on a direct-to-video release was supposed to be a cost-cutting method of film production; one that accepted a lower degree of quality in return for higher back end profits but Pixar employees struggled to adapt to this model, refusing to compromise their expectations of quality. A few months into production Disney orders producer Ralph Guggenheim to be replaced due to their dissatisfaction with the progress of the movie, and while they soon get to a point of being confident enough in the early footage to change to a theatrical release, Pixar didn’t share that same confidence. The story wasn’t working, the jokes weren’t landing and the emotional arc of the movie was predictable and dull. Everything comes to a head in fall 1997, when, a year from release, Lasseter returns from doing an international promo on A Bug’s Life to look at the progress of the film. Lasseter comes to an immediate agreement that it’s unreleasable in its current state, and takes over as director. Meetings are held with Disney execs to try and organize a delay but the release date proves non-negotiable. There were too many licensing and merchandise agreements in place to risk, and so Pixar is faced with an ultimatum: release a sub-par film, potentially jeopardizing the future image of the company, or push themselves to breaking point and start from scratch. And so, with less than a year until the movie needs to be released, Pixar attempts one of the most gargantuan feats ever seen in film production: restarting Toy Story 2.

Bullseye, Jessie and Woody in ‘Toy Story 2’ © Walt Disney Pictures / Pixar

While Lasseter is the credited director, by all accounts Toy Story 2 becomes the film that it is thanks to the collaboration of some of Pixar’s top minds. Lasseter, alongside Andrew Stanton, Lee Unkrich, Pete Docter, and Joe Ranft, forms the Braintrust; a group of Pixar’s finest who would, over the course of a single weekend in January 1999, hold a story summit where they entirely reshape the direction of the movie. Ideas from early drafts of the first Toy Story are brought back into play — the notion of the toys having to deal with an obsessive toy collector and confront their greatest nightmares in being sealed away and never played with again spawned from Lasseter’s protectiveness over his own toys. The team studies 50s cowboy serials to help shape the supporting cast, and, after being pressured by Nancy Lasseter to deliver a better developed female character, they introduce Jessie the yodeling cowgirl, who ends up becoming the emotional center of the film.

Even when the story was cracked, the road to release was still very tough. One incident of a server failure almost saw the deletion of the entire movie, saved only by the fact that an employee had taken the files home with her one night and thus had a back-up. Pixar didn’t encourage long hours but it happened naturally because of the sheer volume of work necessary, thus having a disastrous effect on the team. It’s estimated that a third of the staff working on Toy Story 2 developed some kind of repetitive stress injury due to the intensity of the work, with several getting carpal tunnel syndrome. Pixar head David Price has recounted one incident where an employee was so stressed and overworked that he forgot to drop his infant child off before work, leaving the baby in his car for several hours before realizing. Though the child was fine, the company heads were deeply shaken by the situation and vowed that the company could never put their employees through this level of stress again.

Buzz Lightyear and the gang in ‘Toy Story 2’ © Walt Disney Pictures / Pixar

Against all odds, the movie is turned in on time and releases on Thanksgiving 1999 to raging success. It tops the original at the box office to become the second highest grossing animated film ever and receives rave reviews with many critics declaring it on par with or better than the original. After months of long, hard work Pixar somehow pulled off a miracle and released a bonafide classic, and while it’s impossible to argue that all of that suffering is justified by the film being great, it’s difficult not to view the finished Toy Story 2 as an object of pure wonder  — a once in a lifetime anomaly and a remarkable synergy of pure creativity and filmmaking prowess. As a child, it blew my mind, and as I grow older my appreciation for its boundless energy, joyousness, and maturity only grows and grows, especially knowing the tortured process behind it.

The tightness of Toy Story 2‘s screenplay is no doubt due to the compounded production schedule, but that doesn’t make it any less remarkable how clean and efficient of an affair the whole thing is. There’s not an ounce of fat here, a fairly incredible feat considering the need to juggle such a large set of characters, many of whom with their own fully coherent emotional arcs and narrative payoffs. As the first Toy Story placed the burden of existential realization on Buzz’s shoulders, here it’s Woody’s turn to confront his own existence, and the conceit is ingenious. Everybody knows toys get broken and eventually abandoned, thrown away, forgotten — but how do the toys react to this?

Woody in ‘Toy Story 2’ © Walt Disney Pictures / Pixar

And so Woody’s story begins with his arm being torn during playtime with Andy, leading to his temporary shelving. On the shelf he finds Wheezy, a squeaky toy penguin with a broken squeaker who essentially introduces the emotional stakes of the movie and acts as an omen of what could be, forcing Woody to directly confront what happens to broken toys (visualized in a terrifically scary and surreal nightmare sequence). Wheezy is then taken by Andy’s mom to be sold at a yard sale, further reinforcing the abandonment toys face upon their expiry, and Woody in his naivety believes he can stop this from happening by staging a rescue operation. Things go south and Woody finds himself stolen by vintage toy collector Al (played by a perfectly cast Wayne Knight) who now finds himself with the final, key piece in his Woody’s Roundup collection, a set of toys based on a vintage 50s cowboy puppet show where Woody is the star.

Woody meets his fellow Roundup members — the yodeling cowgirl Jessie and her trusty steed Bullseye, as well as the old prospector Stinky Pete — and it’s here that the central emotional and existential dilemma is set in place. The Roundup gang are preparing to be shipped off to Japan to be part of a museum exhibit, a future they look forward to as they haven’t enjoyed the same level of emotional security that Woody has with Andy. Woody naturally rejects the idea at first, feeling a duty to get back to Andy, but as he spends more time with the Roundup members he’s forced to confront the fact that he is now a broken toy. Regardless of whether or not he gets fixed, he’s already faced that first level of abandonment from Andy and is terrified to think of how that may be amplified in the years to come, as Stinky Pete says, he can’t expect Andy to take Woody to college or on honeymoon with him. And so Woody is left with a choice; join this new family and live forever as an icon but without the love of Andy, or return home to Andy and enjoy whatever time he has left with him, unsure of when it will come to an end.

Stinky Pete, Jessie, and Bullseye in ‘Toy Story 2’ © Walt Disney Pictures / Pixar

It’s fairly heavy stuff for a kids movie, and the decision Woody needs to make is more than given the urgency it needs thanks to the initial introduction of Wheezy and then the firm placing of the emotional stakes on Jessie’s shoulders, allowing Woody a presence to bounce his dilemma directly off of. But Jessie stands as one of the finest characters in the Pixar canon beyond her relationship to Woody. She’s so wonderfully endearing and joyous a presence and played with truly manic energy by Joan Cusack in a performance that’s more than befitting of the explosive, jittery animation of a character who’s had to spend so much of her life both emotionally and physically closed off. And then you have arguably the masterstroke of the film — the “When She Loved Me” sequence.

In a risky move that many involved with the production had serious doubts about including (including songwriter Randy Newman), the movie grinds to a halt for a three-minute emotional montage showing us Jessie’s abandonment by her previous owner, set to a ballad performed by Sarah McLachlan. It’s a genuinely wrenching sequence; so gorgeously realized and developed with such rich images that perfectly convey the heartache of the situation with stunning minimalism. It draws on our deepest fears of abandonment and isolation; not only beautifully coloring in the background of a new, instantly humane character but also giving Woody’s dilemma the weight that it needs. As much as Toy Story 2 is a kids movie so we can assume it will have a happy ending, the genius of it is in how truly urgent it makes this conundrum feel.

Jessie in ‘Toy Story 2’ © Walt Disney Pictures / Pixar

Eventually, it’s revealed that Stinky Pete is actually the villain of the movie — while he appeared to be a kindly old man who just wanted the best for Woody, he’s actually hellbent on making it to Japan and won’t let anything stop him from fulfilling his purpose. This isn’t just a lame third-act twist to add more drama into the mix. Stinky Pete’s reason for villainy more than ties into the thematic core of the movie, and makes him a tragic villain more than anything else. Left on a shelf and stuck in his box for years without ever knowing real love, it’s entirely logical that he would come to see the attention he’d receive from being stuck in a museum as a satisfactory replacement to the love that, in his eyes, he was never good enough for. It’s the same reason why Jessie’s desire to get to the museum is so believable — she’s so burnt out after experiencing a failed love that she wants to take this route too, as the guaranteed idolization but lack of intimacy from being a museum exhibit is at least preferable to having to endure the heartbreak of being abandoned again.

At its core Toy Story 2 is a movie about heartache and the need to recognize that life will be full of loss, and how living in fear of that is futile and no way to live at all. It’s why Woody’s final decision is all the more compelling — one, for the agency that it allows his heroism, as he chooses to reject the binary placed before him and seek a compromise of sorts, returning to Andy but also bringing the Roundup gang with him so they can again experience the love they lost. And two, because of how remarkably mature and honest a decision it is. In choosing to return home Woody is accepting that life won’t always be happy, and that his relationship with Andy can’t last forever. For an animated film aimed at children that’s otherwise very light and breezy, Woody’s dilemma and the decision is a stark recognition of the reality of our existence and the sadness inherent in it, and it continues to be truly striking just how emotionally intense and mature a storyline it ends up being.

Woody and Stinky Pete in ‘Toy Story 2’ © Walt Disney Pictures / Pixar

While Toy Story 3 may have become the fan favorite of the franchise for many, I think there’s a real profundity in the way in which Toy Story 2 merely leaves Woody’s eventual abandonment as an unknown inevitability, compared to Toy Story 3 literalizing that scenario. It’s why this is the more effective film — 3 is obviously great but it’s essentially just a blunter retreading of thematic ground already covered here, and for me the posing of these questions about the toys eventually being outgrown by Andy is more compelling, thought-provoking and gut-wrenching left as a dangling inevitability and being accepted as such. There’s a real warm melancholy in the manner that the movie ends — with an acceptance that sadness is inevitable, but the connections and relationships we make will help us through these difficulties. Producer Helen Plotkin put it fairly wonderfully herself: “One of the great themes of this film is that it’s better to have loved and lost than never to have loved at all. Basically what Woody and Jessie and all of the characters discover is the value of life. You have to experience life while you can. Nothing lasts forever, but that’s okay. As long as you’ve experienced it and you love someone and you’re affecting others, life is worth living”.

This isn’t to say that Toy Story 2 is a particularly dark or depressing movie — it’s not. The conclusion that Woody comes to is sad, but it’s one of progress and maturity. Removed from Woody though, Toy Story 2 is one of the most joyously adventurous movies Pixar has ever made. Choosing to isolate the emotional intensity of the film to one room with Woody and the Roundup gang allows Buzz and the rest of the toys to embark on a quest of pure wonder, one that’s endlessly exciting and endlessly funny. There are so many beautiful original elements that already feel like they’ve grown into the iconic territory — the mythological stature of Al’s Toy Barn, the incredible crossing the road setpiece, the hilarious inclusion of Zurg and the triumph it allows Rex in defeating him, and so on. Even the conceit to have the original Buzz Lightyear return is just genius. Obviously a large part of the appeal of the first film was the interplay between a clueless Buzz Lightyear and the rest of the toys, so the ability to have a new model Buzz come into play just to replicate that feeling without resetting progress on the real Buzz is the perfect setup, escaping gimmicky territory through just how funny his interactions with the rest of the toys are.

Jessie, Woody, Bullseye and Buzz in ‘Toy Story 2’ © Walt Disney Pictures / Pixar

Eventually, the two storylines converge and we get the airport sequence, which on an objective level probably isn’t the single most exciting setpiece in the history of cinema, but at the moment it sure feels like it is. Beyond the genius choice of setting; visualizing the labyrinthian airport conveyor belts with the perfect amount of childhood wonder, it’s just such a thrillingly realized conclusion with emotional stakes and character motivations so clear that it’s impossible not to get wrapped up in the nerve-shredding excitement of it all. It’s a totally heart-stopping sequence, helped especially by a rousing score that evokes the music of classic adventure movies, creating a genuinely masterful final setpiece that’s absolutely riveting from second to second.

And that the movie then ends on such a spectacularly fun, silly musical number just feels like the filmmakers acknowledging how triumphant the preceding 80 minutes were. It’s a true celebration of tour-de-force filmmaking, and as the film crescendoes with this number, it’s impossible to not feel a swell of emotion at the pure movie magic coming to a close. It’s triumphant not just as an end to a masterpiece, but as the ultimate example of Pixar proving themselves at a pivotal moment in their history. While Toy Story 2 is technically their third film it very much fits the notion of a “second movie”; the follow up to a massive success where they have everything to prove and everything to lose. They have to overcome the sequel curse, they have to overcome their friction with Disney, and they have to overcome an immensely troubled production, because if they didn’t they could be irreparably damaging their public image and, perhaps most importantly, disappointing themselves.

Buzz and Woody in ‘Toy Story 2’ © Walt Disney Pictures / Pixar

Over the next two decades, Pixar would cause many frustrations with fans for their tendency to rely on (often subpar) sequels, but the reason none of them reach the heights of Toy Story 2 is that none of them have the same immediacy. Every scene, every beat, every emotional throughline in Toy Story 2 feels genuinely urgent, and it’s because it actually was. Pixar wasn’t the powerhouse it is today, it was a fledgling company simultaneously trying to save itself from implosion while desperately trying to prove itself and make its mark in an industry where they’d faced doubts at every step of the way. It ended up paving the way for the future of Pixar not just behind the camera, pushing them to their breaking point and creating a workload so intense they would vow never to put their employees through it again, but in front of it as well — the Spielbergian sense of adventure and intense emotional currents associated with Pixar were certainly present in their first two films, but it’s in Toy Story 2 that they become their most refined and well-realized, in a manner that would define the company for years to come. Pixar may produce better movies than this one but I don’t think they’ll ever again create something that feels quite as special, quite as definitive, and quite as genuinely of-the-moment as the miracle that is Toy Story 2.


  1. This movie was my childhood, and you summed it up beautifully. I love that Pixar clung to its values of creative exellence and employee care even as a fledgling company. I miss the magic Pixar used to have, but I’m glad we got to enjoy it while it lasted. God bless!

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