Lee Unkrich went into Toy Story 3 with a lot of insecurities about working with the animators.

LU: That's the thing. And you can't manufacture that -- we've tried to over the years. We've tried to create that false pressure and it never works. You always know it's not real. When we came onto the film, we had a lot of meetings to kick around story ideas of how to fix the film and at a certain point we kind of thought we had it licked. But the problem was we had nine months to do it and that seemed utterly impossible. And I remember being in the office of Steve Jobs for some reason and I told him I thought we could make this movie really great; we just can't do it in nine months. We're going to have to delay the release. And Steve said we can't do that: there are too many promotional partnerships and marketing things in place. It's an impossible thing: we have to do what we can do in nine months. But then he followed that up by saying that when he looked back on his career, all the things that he was most proud of were done in situations like this under these circumstances. And I've just always remembered that because he was right: we did get through it, we are incredibly proud of that film and it was done under really harrowing circumstances.

BD: And here you were again, faced with a crisis on Toy Story 3, given 24 hours to come up with a viable premise.

LU: Yeah, exactly, because we had the right people together. And would it have been even better if we had Joe there? Perhaps. But we had what we had. We get a lot of work done quickly when we're together. That's certainly the case and we're not all together enough. We've had to find a balance between all having our own projects and having more films in the pipeline and being together more.

BD: As an editor, were you better able to see the forest through the trees in directing Toy Story 3?

LU: Certainly. Personally, I think editors are the best candidates to become directors. You don't see it a lot but there are several great directors out there who started as editors. In my mind, the editor is second only to the director in shaping the finished film and making the film work or not work. You're intimately involved with performance and staging, and, at its very core, the communication of ideas and emotions.

The subtlety of human performance in Toy Story 3 is one of its greatest achievements.

LU: My biggest worry going into the film, other than wanting the film to be great, was the fact that I'm not an animator, because I'm the only director at the studio to have made a film who is not an animator. I went into this with a lot of insecurities about working with the animators and whether they would respect my taste and choices and whether they would accept me as one of their own. Even though I've been intimately involved in making so many films at Pixar, I'm like an interloper at times… But the thing that stands out the most and makes me the most emotional when I talk about it was my experience working with the animators. They completely took me in and trusted me and, together, I think we created some really, really great work.

BD: What were the most difficult scenes?

LU: There were two: one was the last scene in the movie with the subtlety of performance in a human character, especially with a human character that couldn't be as stylized as we did in The Incredibles or Ratatouille. It still could be stylized but it needed to look more human because we needed a distinction between the humans and the toys. That was a very tough scene and the last one that we animated and we spent a very long time on the writing of it, honing it, getting it just right. But the other scene that was tough was the climax. I always knew I didn't want any dialogue in that scene: I think Jessie has one line in the beginning and that's it -- and everything needed to be communicated wordlessly. And we spent a long time on those performances getting them just right, and I think that's part of why people feel such powerful emotion in that scene. The animators did an incredible job of showing the souls of all of them and the desperation and doing it wordlessly is every animator's dream, I think.

Bill Desowitz is senior editor of AWN & VFXWorld.