‘Toy Story 3′ is, at its core, a somewhat solemn tale wrapped up in Pixar’s usual computer animation finesse and an above-average script by Michael Arndt (with a story credit going to John Lasseter, Andrew Stanton, and Lee Unkrich).

Whereas the first movie dealt with fear of being replaced and the second about being left behind in someone’s life, ‘Toy Story 3′ addresses what happens when it is finally time to move on.

In this case, Andy, the child owner of the toys from earlier installments, is grown up and ready to go to college. One of the earliest scenes in the movie entails the toys desperately trying to get Andy to play with them one last time, but fails, and the melancholy that bleeds through in the resulting scene forms an undercurrent throughout the rest of the film.

Then again, as an adult, I am viewing this movie through a very different lens than a child. From Jessie’s panic attacks from her past experience with her previous owner abandoning her, to Lotso’s flashback, and even the impending doom in the garbage incinerator, there’s an air of unease that is very subtle – but present – in the movie.

This is most evident in the scene where the toys are trying to escape the daycare. While crawling through the playground at night, they come across the enforcer toy Big Baby- sitting on a swing, staring up at the moon, creepily reminicient of the time he would spend with his owner years ago before being left behind.

Emotional scars are rampant through this movie; Lotso, Big Baby, Jessie, Chuckles the Clown, and Chatter Telephone all display serious issues (and to a lesser degree, so does Woody, if his reaction to the mention of absent Bo Peep, who was sold years previously in a yard sale, is anything to go by).

But, outside of the subtext, is ‘Toy Story 3′ a fun film? Absolutely. The introductory scene, which brings to life one of Andy’s elaborate adventures for Woody, Buzz, and company, is a wonderful piece of animation, with nods to ‘The Matrix Reloaded’, ‘Pink Floyd’, and ‘Star Trek’ to boot.

In fact, the movie is filled with little gems for adults to pick up on (the obvious standout is the famous Tom Cruise-hanging-by-wires scene from ‘Mission Impossible’) while most children will enjoy them only in their current context. The cast and production values are the usual Pixar high standard. The returning cast slips easily into their old roles as if they had never been gone, and newcomers (such as Ned Beatty as Lotso and Michael Keaton as Ken) do a fine job.

If any flaw could be found with the script, it is that it borrows a little too much from ‘Toy Story 2′. Sad flashback for a toy? Yep. A version of Buzz like when he was first activated? Yes, that’s there. A seemingly benevolent toy who turns out to be evil? And whose fate is once again not decided by the main characters? Sure, why not?

There are a lot worse sins than borrowing from arguably one of the best children’s movies ever, but the similarities may be off-putting.

It is all made up for, however, by Andy’s final goodbye scene with the toys, as he discusses them with a very fortunate little girl. Quite possibly the best scene in the movie; one that simultaneously explains what makes these toy characters so memorable and serves as a bittersweet reminder of what we give up in our passage from childhood to adulthood.

In the end, ‘Toy Story 3′ wraps up the series in fine style, giving our beloved toys a memorable send-off and making a multi-layered statement about the transition from childhood and the power of imagination.