We are huge Toy Story fans. Our 2 boys have Buzz & Woody dolls, watch the movies a few times a month. We absolutely adored Toy Story 1 & 2 for their old-fashioned charm when it comes to stories for kids. i.e. in TS1, Sid the mean kid next door gets schooled on how to treat toys and Woody and Buzz become best friends. in TS2, Stinky Pete is dishonest, selfish, arrogant, and ends up separated from his toys to end up with a barbie-doll loving girl, while Jesse & Bulls Eye get a new home in Andy's room. TS3 is a complete departure from the charming tone set in the previous films. *SPOILER ALERT* About mid-way through it turns very dark with an especially evil, villain ("Lotso," big, soft cuddly teddy bear that smells like strawberries, which makes for the most unlikely villain). Andy's toys become imprisoned and are treated with extreme cruelty (Mr. Potato Head is removed from "population" and taken away separately, thrown into a dark, isolated sand box, while his friends and wife, Mrs. Potato Head are left scared and wondering what's been done with him. "Lotso" even attempts to kill the other toys in a drawn-out, terrifying, scene. My 4 yr old son crawled onto my lap, covered his eyes, and asked me to tell him when it was over, and this wasn't even the 3-D version. The ending is very bittersweet, touching, really beautiful, made both my husband and I cry, but the journey getting there was so draining, I can't imagine ever seeing this movie again. Toy Story 3 is a very dark and scary departure from Toy Story 1 & 2, and I would definitely not recommend it for small children.