I guess it may have to do with how dark the dark moments in the movie were. (Andy's a jerk at the beginning, toys going to the dump, toys can die (or "break" as the put it), Woody's girlfriend Bo is gone, the prison setting of the daycare center, Lotso's story, Jessie mentioning that asshole Emily for a second made me think that Jessie is still depressed about her and had not moved on like we thought in the 2nd movie, the furnace scene, the freakin' creepy giant baby...)
I felt like there wasn't enough comedy to off-set what was going on. In fact, I thought TS2 was way funnier. Although the whole Spanish-setting thing, the tortilla scene and the clown doll were brilliant little gems in the film.

The "there's no way out of this" moment at the end was amazingly handled. It was so real and so very touching. One of the best moments of any Pixar film. But I'd have to agree with Alex that the film is good but Ratatouille is better. And like he mentioned in his review, I started thinking about what happens to the toys at the landfill. I mean, even chopped up they can still live on, Mr Potato does. I kept thinking of them living a life like the rejected robots did in A.I.... yuck.

I didn't read anything about Lotso before seeing the film but I sort of thought something was up with his character when I recognized Ned Beatty's voice. I thought, hmm why did they cast him in that role. He must be a villain. And he was.

I like that Ken turned good again at the end. And I looooved seeing Totoro in the movie.

And where the first 15 minutes of Up! was amazing and a total tear-jerker, the last 15 minutes of TS3 had me all weepy. So awesome.