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Spoilers (4)
For the scene where Woody looks at the merchandise from "Woody's Roundup", mock-ups of the toys were shown to Tom Hanks in the recording booth. Hanks' spontaneous reactions to the toys were recorded and used for Woody's dialogue.
There was some discrepancy with regard to the song "When She Loved Me" and its place in the film. Randy Newman expressed concern over whether or not young children would be able to sit through the three-minute ballad while both Tim Allen and Tom Hanks admitted to being moved to tears by the scene featuring the song.
This is one of three Disney movies to win a Golden Globe for Best Picture. The other two are Beauty and the Beast (1991) and The Lion King (1994).
When Jessie first meets Woody (Tom Hanks), she exclaims, "Sweet mother of Abraham Lincoln!" Abraham Lincoln's mother was Nancy Hanks, a blood relative of Tom Hanks. Tom Hanks is a direct descendant of an uncle of Nancy Hanks.
When Hamm is flipping through the channels looking for the Al's Toy Barn commercial, all the other stations show clips from shorts and commercials Pixar produced through the years including Luxo Jr. (1986), Red's Dream (1987), Tin Toy (1988), and Knick Knack (1989). There is also a logo for the NeXT computer developed by Pixar's then CEO, Steve Jobs, as well as a few clips of some of Pixar's TV commercials they did and a brief image of Pixar's old logo.
The dust in the scene where Woody meets Wheezy set a record for number of particles animated for a movie by computer.
When the toys are playing cards during Woody's nightmare after he's been shelved, all the cards are the ace of spades. In fortune telling, the ace of spades represents death.
While driving around Al's Toy Barn, the gang drives down the Buzz Lightyear aisle. Tour Guide Barbie tells them "Back in 1995 short-sighted retailers did not order enough dolls to meet demand". This is an in-joke and a fact: When the original Toy Story (1995) was released, toy sellers did not think the movie would be a hit and they indeed did not order enough dolls to keep up with demand. The joke is also a self-deprecating dig at Mattel Toys, which denied use of the Barbie character in the first film, thinking it would be a flop.
At one point, while the toys are at Al's Toy Barn, Mr. Potato Head views Rex, chasing after the car, in a rearview side mirror, which parodies a scene in Jurassic Park (1993), when the T-Rex chases after the crew in a jeep. Additionally, the phrase made famous in Jurassic Park, "Objects in mirror are closer than they appear," is also visible on the mirror of the car that the toys drive in the store.
The canyon at the beginning of the movie that Buzz is flying through was originally an earlier version of Ant Island from A Bug's Life (1998). The floating rocks had been an accident, but John Lasseter liked the effect, so it was used in the final film.
In the scene with Rex in the car in Al's Toy Barn holding the How to Defeat Zurg book, there is one frame where a clear glimpse of the bottom corner of the book is seen. As a lighthearted jab at Canadians the cover price is shown as $4.95 and $50.00 in Canada. It should be about $6.95. In the waiting area for the new "Toy Story Mania!" ride at Disney's Hollywood Studios in Orlando, FL, there is a large replica of the book's cover that also reflects this joke.
The cleaner who fixes Woody for Al is Geri, from the Oscar-winning Pixar short Geri's Game (1997); some of the chess pieces he played with in the short are in one of the drawers of his case. Geri was based on renowned makeup artist Stuart Freeborn.
Many of the ideas that were not used in Toy Story (1995) appear in this film: the Buzz Lightyear cartoon, the yard sale, and Woody's nightmare.
One of the items in Al's Toy Barn behind Rex before he and Potato Head board Barbie's car is a pink teddy bear which previously appeared as one of the silent toys on the shelf top during the staff meeting in Toy Story (1995) (that actually served as the basis for Lotso in Toy Story 3 (2010).
When Al hangs up the phone with the Japanese investor, he says "Don't touch my mustache." This refers to an English mnemonic for the Japanese phrase meaning "You're welcome": "Dou itashimashite."
Many people think the "Woody's Roundup" sequence was filmed with real puppets. But really they took the same CG models and made small changes to make them look like puppets. Then they animated the puppet versions of the characters in a CG black-and-white set. Then they used this technique called the kinescope effect, which adds scratches, hairs, and pieces of grain to the image to make it look old.
Jim Varney, the actor for Slinky Dog, died three months after the movie's release due to lung cancer from smoking. Because of this, Varney was replaced by stand-up comedian and actor Blake Clark in Toy Story 3 (2010), who had actually been a close friend of Varney's.
During the opening credits (when "WALT DISNEY PICTURES" is displayed), the Pixar trademark lamp (from Luxo Jr. (1986)) can be seen as a constellation of stars in the stars in the upper right corner of the screen. Andy's red lamp, which is a colored version of this, also reappears from the first film, as does Andy's Mickey Mouse "watch" clock.
One of the inspirations for this sequel was when John Lasseter was traveling with his wife and kids. When they stepped of their flight into an airport, Lasseter saw a little boy holding a Woody doll and showing it to his dad. Lasseter immediately knew that his characters are not just his but everyone else's. When he sees the movie, Lasseter always thinks of the little boy.
Early drafts of the original Toy Story (1995) had a Barbie doll in the role that became Little Bo Peep, but Mattel refused to license the character to Disney. The huge popularity of the movie (and boost in sales for Mr. Potato Head and other featured toys) led them to agree to have Tour Guide Barbie included in this film. Naturally, Mattel released Tour Guide Barbie as an exclusive doll to tie in with the film.
When he "arrests" Buzz 1, Buzz 2 says he is "in direct violation of Code 6404.5 stating all space rangers are to be in hyper-sleep until awakened by authorized personnel." Code 6404.5 is actually California's state law that bans smoking in public places.
John Ratzenberger, who does the voice of Hamm, has voiced a character in every film made by Pixar as of release.
The movie has several references to A Bug's Life (1998). In Andy's bedroom, Andy has a wall calendar that shows the ants from the film standing on a leaf. Mrs. Potato Head reads a "A Bug's Life" book when Mr. Potato Head shows up with the earring. Heimlich the caterpillar can be seen munching on leaves as Buzz karate chops his way through the bushes. (Buzz chops a branch, causing Heimlich to fall.) In Al's office, there is an abstracted version of a shot from "A Bug's Life." The shot was reputedly abstracted to prevent people from identifying the shot until they got the video version and looked hard at it. In the final scene of Jessie's flashback the tree in the background is the tree from "A Bug's Life". There are some "A Bug's Life" toys seen in the background in Al's Toy Barn. Among the objects in the background by Hamn in Al's car is the Chinese take-out box used in Gypsy and Manny's magic act. Flik and Heimlich appear in an "outtake" during the closing credits.
Production of this film lead to a major disagreement between John Lasseter and Disney chairman Michael Eisner. At the time of production, Pixar Animation was in the midst of a 5-picture deal with Disney. Pixar Animation had initially contracted with Disney to produce and distribute five computer animated films, three of which had already seen release: Toy Story (1995), A Bug's Life (1998), and Monsters, Inc. (2001). Though this movie was produced while Pixar and Disney were operating under the same contract, it was counted as its own entity since the original agreement specified five original films, not sequels. Consequently, production on the final two movies of the initial deal, Finding Nemo (2003) and The Incredibles (2004) was delayed. When Disney, which owned all the characters, decided to move ahead with a low-budget direct-to-DVD sequel, Lasseter intervened, offering Pixar's services to produce the film. Lasseter assumed it would be counted as part of Pixar's 5-picture contract, but Eisner refused, forcing a tense renegotiation between the two studios. It also led to Pixar's refusal to renew it's distribution contract with Disney, though Disney eventually bought Pixar Studios and integrated its creative staff into studio management. When producers saw the first results of the considerably lower-budget direct-to-DVD production they were dissatisfied and gave the project back to the makers of the original for a cinematic release.
When the toys are planning the rescue of Woody, Etch-a-Sketch shows a map to Al's Toy Barn located at 1001 West Cutting Boulevard. This is the address of Pixar Animation Studios in Richmond, California.
The box that Zurg comes out of in Al's Toy Barn has "Printed in Point Richmond" written on it. Pixar's offices were in Point Richmond in Richmond, California when the movie was made.
The Life Magazine issue with Woody and Bullseye on the cover is dated January 12th, 1957, the birthday of director John Lasseter. The caption reads "Doctors Say Americans Don't Eat Enough Fat."
When the toys enter the airport inside the pet carrier, if one looks closely in the background, they can see a boy and a girl playing patty cake on the chairs. The boy then slugs the girl and then hides behind the seat.
When working on the film, someone entered a code called RM*, a code which when entered deletes everything on the computer as quickly as possible. Because of this, the creators of the movie lost 90% of the film. The animators tried to get the back-up animation, but it wasn't working. Fortunately, supervising technical director Galyn Susman had recently had a child, so she took a copy of the movie home with her so she could work from home. They covered the extra copy in blankets and drove it back to the studio, and were able to recover most of the film.
When a Barbie backpack with the Prospector emerges out into the baggage claim area, the announcement "LassetAir Flight A113 now arriving from Point Richmond at gate three" can be heard from the PA. LassetAir is a pun on director John Lasseter. Flight A113 is a reference to a classroom at CalArts along with A113. And Point Richmond refers to Point Richmond, CA, where the Pixar studio was located before moving to Emeryville.
When the toys are crossing the street, Slinky Dog says, "I'm not a smart dog, but I know what roadkill is." This is a reference to a quote from the title character in the movie Forrest Gump (1994), who says, "I'm not a smart man, but I know what love is." Both Forrest Gump and Sheriff Woody are played by Tom Hanks.
Buzz tells Woody "You are a toy!" in Al's apartment. This is clearly a reference to the first film when Woody tells this to Buzz when he thinks that he is a real space ranger.
In the original story for the direct-to-video sequel, the "Woody's Roundup" toys that Woody met at Al's apartment included Bullseye (who had a voice and could talk), the Prospector (who was not named), and Senorita Cactus, a Mexican dancer doll. The Prospector and Senorita Cactus were snobbish "collector's item" characters, who treated Woody with disdain because he had been previously owned by a child and played with. The ending of the film featured a car chase, with Woody, Buzz, and the rest of Andy's toys stealing Al's car to escape, and Al pursuing them in the "Pizza Planet" truck (instead of the other way around, as in the finished film). When production of the sequel was returned to Pixar, John Lasseter and the other Pixar animators reworked the story, adding Jesse the Cowgirl, and expanding certain sequences (i.e. the visit to Al's Toy Barn) to give it more heart and humor.
Because of such a tight schedule, the editors of the film would often work 36-48 hour shifts. Editorial Department Manager Lindsay Collins said that some times editors would burst into tears purely from exhaustion.
The shot of Andy's Buzz Lightyear climbing up the display only to encounter the new Buzz Lightyear standing tall resembles the one of Woody climbing up Andy's bed only to encounter the original Buzz standing tall in Toy Story (1995).
When the toys arrive at the building where Al lives, across from Al's Toy Barn, it shows the elevator's highest point is the 23rd floor. If you look closely you'll notice that there is no 13th floor. Many hotels, apartment high rises, and skyscraper elevators do not have a 13th floor due to it being an unlucky number. The elevator in the film goes from the 12th floor to the 14th floor. Therefore Al's apartment being on the 23rd floor, is actually only 22 floors up.
The opening game opening scenes feature several references to the Star Wars films:
-The robotic scanning device that popped out of the rock face resembled the gatekeeper droid for Jabba the Hutt's palace in Star Wars: Episode VI - Return of the Jedi (1983).
-Buzz's traveling through the tunnel in Zurg's fortress and it closing behind him upon entering, spiked wall trap aside, was taken from Star Wars: Episode V - The Empire Strikes Back (1980).
-Zurg's line of "So, we meet again, Buzz Lightyear, for the last time!" is a near-paraphrase of what Darth Vader said to Obi-Wan Kenobi shortly before dueling him in Star Wars: Episode IV - A New Hope (1977). This also occurred during the encounter with the Zurg toy in the elevator shaft of Al's apartment in the real world.
-The robotic scanning device that popped out of the rock face resembled the gatekeeper droid for Jabba the Hutt's palace in Star Wars: Episode VI - Return of the Jedi (1983).
-Buzz's traveling through the tunnel in Zurg's fortress and it closing behind him upon entering, spiked wall trap aside, was taken from Star Wars: Episode V - The Empire Strikes Back (1980).
-Zurg's line of "So, we meet again, Buzz Lightyear, for the last time!" is a near-paraphrase of what Darth Vader said to Obi-Wan Kenobi shortly before dueling him in Star Wars: Episode IV - A New Hope (1977). This also occurred during the encounter with the Zurg toy in the elevator shaft of Al's apartment in the real world.
The baggage handler at the airport who shouts "Hold it! There's a couple more bags coming from the terminal!" is the voice of UK television personality Andi Peters. When filming a documentary on the making of Toy Story 2 (1999), he was offered this one small line in the film by John Lasseter himself. The recording almost didn't happen because Andi Peters did not have a US work permit, but was allowed to record the dialogue from a London studio, supervised by John Lasseter via satellite.
The scene where Woody, Buzz and Bullseye are chasing the baggage tractor to save Jessie resembles a typical western film scene where the hero chases a train on horseback. In fact, the first trailer after the tractor is open-topped, to give it the appearance of the tender of a steam locomotive.
As the toys exit the apartment, Mr. Potato Head throws his hat like a frisbee to stop the closing doors, a reference to Oddjob's trademark hat-throwing technique in _Goldfinger_.
The Buzz Lightyear video game at the beginning of the game appears to be a Super Nintendo game. This could be a reference to the video game for the first Toy Story (1996), which was on the Super Nintendo.
The car that Buzz and Hamm drive to find Woody is a Gyoza (a pun on Toyota). A gyoza is a type of Asian dumpling.
During the Al's Toy Barn commercial, one of the images of items on sale, also seen in the corner of the lobby when Al is about to leave with the toys in his bag, is the ball Buzz bounced off of in the original Toy Story, a trademark of Pixar's originally from Luxo Jr. (1986).
Directly after Rex lands back in the car in Al's Toy Barn, Tour-Guide Barbie quotes "Remain seated please" then repeats it in Spanish. This is a reference to the safety spiel on the Matterhorn at Disneyland. (In the Spanish version of the movie, she repeats it in French.)
Randy Newman designed the music of the film so that it was much more predominant when the toys are 'alive' compared to when they are not, or when the camera is not focusing on them.
Mary Kay Bergman, who provided Jessie's yodeling, committed suicide two days before the film premiered.
Al the toy collector is partially based on Pixar animator and storyboard artist Matthew Luhn's father Mark who is a toy store owner and collector. A group of animators shadowed Mark Luhn for days to study his mannerisms and learn about toy collection. They also took references from his shop Jeffrey's Toys located in San Francisco.
Al's car is actually a concept automobile never put into production. It was made by Ford as the 1955 Ford Mystere. Al's version bares minimal changes to the body design, including the exterior and interior colors.
When the toys enter the airport, the announcement "Passenger Leon Krich" can be heard from the PA, a pun on co-director Lee Unkrich. The subtitles for the above announcement reads "Passenger Twitch, passenger Leon Twitch."
The Rock 'Em Sock 'Em robots found in Al's office at Al's Toy Barn were voiced by the film's director John Lasseter and co-director Lee Unkrich respectively, as had previously been the case with the bugs at the bug zapper in the previous film, A Bug's Life (1998).
The valley that Buzz flies through during the opening sequence was going to be a river in a A Bug's Life (1998) but was abandoned as the rocks are floating where the river should be.
Emperor Zurg was voiced by the story writer for the movie, Andrew Stanton.
In the airport, an announcement is made for Lasset Air, Flight A113. That's two references in one: to director John Lasseter, and to room 113 at Cal Arts College, famous for its alumni, including many Pixar animators. A113 is also Andy's mom's license plate number.
Pixar's first ever sequel, and the only sequel of their's up until Toy Story 3 (2010) released 10 1/2 years later since Disney wouldn't let them make more sequels until they purchased/acquired Pixar in 2006, as well as Toy Story (1995) being their only film to become a franchise up until Cars (2006) with it's sequel Cars 2 (2011).
Betty White, Doris Roberts, Marcia Wallace, Carol Burnett, and Cloris Leachman, were all considered for Mrs. Potato Head.
The enormous amount of Sheriff Woody merchandise is a reference to the similarly themed Disney merchandizing phenomenon, Davy Crockett, from the 1950s.
At the airport, when Buzz and the gang pop out of the dog cage, we see a sticker that reads "LHR" on Slinky's face. LHR is the airport code for London Heathrow.
When Andy's mom puts Woody on the shelf before Andy leaves for cowboy camp, Woody is set beside a book called "Joyce Goes Bye Bye".
The Pizza Planet truck has the word "YO" written on the tailgate. But it actually represents a Toyota. It's possible that the model used for the Pizza Planet truck is a mid '80s Toyota pickup.
When Buzz leaves the newer Buzz with Emperor Zurg (before he and the other toys head the airport to rescue Woody), he parts by making a Vulcan salute (from _Star Trek_), similar to what he did towards Woody in the first film before the Pizza Planet Truck arrived at the Gas Station where they were abandoned at.
When the toys are entering the airport an announcement for "Leon Rich" can be heard. This is in reference to Lee Unkrich who added story material, his voice, and co-direction to the movie.
The shot of Buzz climbing up the display only to encounter the new Buzz Lightyear with the Utility Belt at Al's Toy Barn standing tall is a direct resemblance to the one of Woody climbing up Andy's bed to encounter the original Buzz standing tall in the first Toy Story (1995).
In the scene just seconds before Buzz walks into the isle full of Buzz Lightyear toys in Al's Toy Barn, toys from A Bug's Life (1998) can be seen briefly in the background on a shelf as a hint to the Pixar movie before Toy Story 2 (1999).
When Rex is playing the Buzz Lightyear video game in the beginning, he is using a SNES [Super Nintendo] controller to play the game, which means that one of Andy's toys was a SNES console for Rex to be playing it.
The year "Woody's Roundup" got canceled was 1957, the same year the film's director John Lasseter was born.
Consistent with Al's love for cheese puffs, not only does Al fall asleep eating cheese puffs, but there is a cheese puff in his hand bag shown when he steals Woody.
When Andy's Buzz is thrown into a cardboard box, it looks like Han Solo trapped in carbonate in Star Wars: Episode V - The Empire Strikes Back (1980).
When Andy is heading off to cowboy camp he's wearing a "Triple R Ranch" t-shirt. The Disney series from the 1950s, The Adventures of Spin and Marty (1955), was also set at the Triple R Ranch.
In the closing outtakes portion during the credits, Stinky Pete (voiced by Kelsey Grammer) dismisses the two Barbie dolls with the phrase "off you go then." This is a catchphrase of another famous Kelsey Grammer character, Dr. Frasier Crane from Cheers (1982), which Pixar Legend John Ratzenberger has been famous for being in as well.
Spoilers
Despite a clear obsession with "Woody's Roundup", Al never actually says the name "Woody" or the names of the Roundup Gang at any point in the movie.
The last name of Al, of Al's Toy Barn, is McWhiggin, though it's never been mentioned in the film itself.
The relationship between the second Buzz Lightyear doll and the Zurg doll is a reference to the Star Wars Franchise when Darth Vader informs Luke Skywalker that he is Luke's father
