No one said "Toy Story 3" would be the end of the beloved Disney-Pixar franchise about a group of toys with lives of their own. But a sense of closure gives the latest movie a surprising power and poignancy. It's sadder and scarier than its predecessors, but it also may be the most important chapter in the tale.

It opens by acknowledging the inevitable: Andy, the human owner of our toy heroes for the past 15 years, is growing up.

"We all knew this day was coming," the lanky cowboy Woody (voiced by Tom Hanks) says as Andy packs up for college. It looks like trash time for Buzz Lightyear (Tim Allen), cowgirl Jessie (Joan Cusack) and the gang, but instead, they're donated to Sunnyside Daycare - a potential paradise for love-starved toys.

Unfortunately, Sunnyside is actually more like the Georgia prison in "Cool Hand Luke," ruled with a smothering paw by Lots-o'-Huggin' Bear (Ned Beatty). Even without the 3-D, this would be a vivid and chilling place; one villain, the dead-eyed Big Baby doll, seems almost like a symbolic nightmare.

John Lasseter, the franchise's creative force, hands the reins to director Lee Unkrich (a Pixar collaborator making his solo debut) and writer Michael Arndt ("Little Miss Sunshine"). As a result, the zippy humor (like a metrosexual Ken doll voiced by Michael Keaton) takes a backseat to moments of almost overwhelming emotion: abandonment, abuse, brushes with death.