Andy (John Morris), now nearly an adult, (18 years old), is just five days away from heading off to college, and his toys, including Woody (Tom Hanks) and Buzz Lightyear (Tim Allen), are worried about their uncertain future as other toys (such as Bo Peep and Wheezy) have been "yard saled" over the years.
Andy plans to keep Woody and put the others in the attic, but his mother (Laurie Metcalf) accidentally throws them away. Also, Molly (Beatrice Miller) isn't going to miss Andy when he's gone.
Woody goes to save his friends but it turns out that the toys escaped and are hiding in the back of the Davis's car, thinking Andy has thrown them away. Jessie (Joan Cusack) thinks that the toys should take charge of their own destiny, and convinces them to stow away in a box of other toys headed for donation to Sunnyside Daycare, while Woody attempts to explain to the toys that they were accidentally thrown away. Before they can leave, Andy's mom closes the back door and drives to Sunnyside to donate some old toys.
The gang arrives at Sunnyside just as the children leave for recess. The Sunnyside toys welcome Andy's toys with open arms, including the leader of the daycare, Lots-o'-Huggin' Bear (Ned Beatty) (A.K.A. "Lotso"), and a smooth-talking Ken (Michael Keaton) doll, who falls in love with Molly's Barbie (Jodi Benson) doll. The toys are keen on starting a new life at the daycare, except for Woody, who has suspicions about the daycare because of the Chatter Telephone (Teddy Newton), and also thinks that the toys shouldn't turn their back on Andy so quickly.
The toys think Woody should stay with them at Sunnyside, but Woody reluctantly leaves to find Andy. Woody escapes from Sunnyside using a hang glider, but ends up losing his hat and getting stuck on the branch of a tree. Woody is soon taken home by a sweet little girl from Sunnyside named Bonnie (Emily Hahn), who takes him to meet her own toys, including Trixie the triceratops (Kristen Schaal), Mr. Pricklepants the hedgehog (Timothy Dalton), Dolly (Bonnie Hunt), Chuckles the Clown (Bud Luckey), and Buttercup the unicorn (Jeff Garlin). As Woody tries to recuperate himself and continue his search for Andy, Chuckles explains to Woody the dangers of Sunnyside.
Chuckles tells Woody that himself, Lotso, and Big Baby, one of Lotso's henchmen, were once owned by a loving girl named Daisy. However, one day, she accidentally left them at the countryside. They returned to Daisy's house to find that Daisy's parents bought a new Lots-o'-Huggin' Bear for her, leaving Lotso feeling betrayed and confused. The toys went to Sunnyside where Lotso and Big Baby quickly rose to power and transformed the daycare into a toy prison, while Chuckles was taken home by Bonnie.
Woody quickly realizes that he must save his friends and get back to Andy before he leaves. In a last stitch effort to reach Andy, Buzz sacrifices himself by running in the way of an oncoming car so Woody can finally reach Andy to have his final farewell.
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