week before "Toy Story 3" opened to glowing reviews and $110 million at the box office, first-time feature director Lee Unkrich sat down to chat about his background, new characters in the film and also the gauntlet he laid down to the computer artists.

Before getting the "Toy Story 3" directorial gig, he had edited the original 1995 "Toy Story" and was co-director on the impressive Pixar trio of "Toy Story 2," "Finding Nemo" and "Monsters, Inc."

"I was kind of Robin to the director's Batman," said Unkrich. "I was along with the director throughout  a lot of the film. I had very specific duties.  I oversaw the editing. I oversaw the cinematic work and worked with some of the actors. We were making the film together, but ultimately the buck has to stop with someone. "

"In the earliest days of Pixar, when we were making 'Toy Story' and "A Bug's Life," we all came together as a group," says Unkrich. "It was one of those moments in time when the right people came together. We completed a puzzle. As time went on and people started to peel away, like Pete Docterto make 'Monsters, Inc." and Andrew Stanton to make 'Finding Nemo,' they wanted to make their own films but at the same time they didn't want to give up what we had, which was great chemistry and collaboration. I was the one who hopped from movie to movie."

The new character of the folksy Lots-o-Huggin' Bear, who rules over the toys at the day center, says Unkrich, is an amalgamation of a lot of toys. "We wanted Lots-o to be the genial guy in charge. But he goes through a lot of changes in the film, and, as a result, I knew I needed an actor with real gravitas. He ended up being very hard to cast. Then finally Ned Beatty'sname came up. He has done a lot of great comedy and great character work. He had never done anything like this before. It was very strange and alien to him, but he trusted me, and he ended up giving a really good performance. It is a complicated character, and he has a lot of screen time. He is the sun everyone orbits around. I will be forever thankful for Ned."

In the case of 4-year-old Bonnie, the shy little girl with the vivid imagination, "we wanted to create a really special kid who played as imaginatively as Andy but in her own unique ways. I came up with this notion of Bonnie inserting herself in the play with the toys and becoming a character herself. I was inspired by Gilda Radner's character on 'Saturday Night Live' called Judy Miller. She wore a Brownie uniform, and she would jump on her bed."

The CG technology has come along way since the first "Toy Story," but Unkrich wanted the computer animators to push the limit on the humans in "Toy Story 3."

"If you look at the 'Toy Story' films, the humans don't look so good," said Unkrich. "It was just a function of the state of the art and the tools that we had. They look kind of weird, especially now becuase other people have done CG humans. We did humans in 'The Incredibles,' but they were very stylized. In 'Toy Story,' they need to be made a little more real. I said, 'If we are going to tell the story, you have to be able to make me human characters that look great.' I told my animators, 'I am going to demand a level of grace, nuance and subtlety in the performances we haven't done before.' "

— Susan King