1999, 1 hr 30 min., Rated G. Dir: John Lasseter, Ash Brannon. Voices of: Tom Hanks (Woody), Tim Allen (Buzz Lightyear), Joan Cusak (Jessie), Kelsey Grammer (Stinky Pete the Prosepector), Don Rickles (Mr. Potato Head), Jim Varney (Slinky Dog), Wallace Shawn (Rex), John Ratzenberger (Hamm), Annie Potts (Bo Peep), Wayne Knight (Al McWhiggin), John Morris (Andy).

It's difficult to say that Toy Story 2, the sequel to the monumental hit of 1995, is better than the first because I tend to think it's impossible to improve on the original in any series. But I will say that 2 is just as good, with a great script, wonderfully woven characters and consistent humor.

PLOT: In the second edition of Disney's celebrations of toys, Woody is stolen by a collector who plans to ship him to Japan for mucho dinero. But our hero isn't so sure he wants to return home after discovering "Woody's Roundup," the old black-and-white puppet show that birthed Woody and his pals--cowgirl Jessie, trusty horse Bullseye and Stinky Pete the Prospector of the Roundup Gang. Meanwhile, Andy's toys come to the rescue as Buzz repays the debt of Woody's saving grace in the first installment.

What keeps Disney in business is not just kids, but the fact that the entertainment giant makes films that the over-12 crowd enjoys just as much. Along the way there are many pop culture references that adults will appreciate, similar to what kept me watching Warner Brothers' "Animaniacs" in college. The open sequence alone, featuring Buzz in action, has references to Star Wars, 2001: A Space Odyssey and Close Encounters of the Third Kind.

Later, Pixar gives homage to Jurassic Park and its own short before the original Toy Story. The old man playing chess with himself makes an appearance as The Cleaner, hired by the bad guy to clean up Woody for his sale to the toy museum.

The story lends itself to easy targets for fun, because Pixar had a treasure chest of ideas to use in the toy store, with Barbie and Rock'em Sock'em Robots as the funniest examples. The Evil Emperor Zurg is an added pleasure, with a "surprise" revelation between he and Buzz.

I was touched by the scenes that showed the kids playing with their toys, because that's what they're are for, using that expansive imagination! I say this even though I see high-priced auctions on E-Bay and think, "Gee, wish I would have saved those Star Wars toys 15, 20 years ago, they'd be worth a fortune!" But, in reality, I would still play with my Death Star set, and enjoy flying around the brown carpeted Tatooine in the living room with Luke in his landspeeder.

Where's the fun in playing with my He-Man action figures by the pond if they're still in the box? Would the Transformers be as cool if they sat in glass cases on the shelf? No, they are for enjoying, for playing. It doesn't matter if Army men and Go-Bots are in different universes, in my imagination they were one and the same.

Play with those toys, kids! And if you stop, as Toy Story 2 shows us, it will make your toys sad. I remember feeling guilty for not playing with a toy for months, and would pull them out of the toybox just to say hello.

The score by Randy Newman is an added bonus, beautifully weaving the story together in fun and action, not to mention emotional, such as crooner Sarah McLachlan's lullaby "When She Loved Me" in a sad flashback. Robert Goulet takes over the reins of "You've Got a Friend in Me," but I prefer Newman's version from the original.

A couple of bonuses are added to your viewing enjoyment. Prior to the film, same as the original Toy Story, is a short by Pixar, a cute bit that was the first work done by the company in 1986.

Secondly, during the trailers there is a four-minute look at Disney's Dinosaurs which is due in theaters next May. This is no Jurassic Park: it takes place millions of years ago, so there are no humans and fancy technology. And it is a mix of amazing computer animation and video footage of the land, sort of like Who Framed Roger Rabbit, only the animation and reality blends together to look much more real. There is no voice-over, just the dinosaurs and their environment, with few noises and almost non-existent background music. But it was enough to wet my appetite, if only for the scenic vistas in the trailer.