"Toy Story 2," a triumphant return for Buzz, Woody and the rest of Andy's playthings, belongs in the company of "Godfather II" and "The Empire Strikes Back." With all due respect to Barbie, "TS2" isn't just another plastic playmate with a make-over. It's not merely a remake, but a richer, wittier, wholly unique adventure that even deals with Gymboree angst.

Director John Lasseter and his talented team may have employed the latest computer technology to create this delightful toyland and its endearing denizens, yet the story wrestles with the classic childhood fear of abandonment. The toys refer to it as "being discarded," with the prime example being Wheezy, the squeakerless penguin, forgotten and gathering dust on a shelf in Andy's bedroom.

Tom Hanks reprises the voice of the affable Woody, who is all a-dither about going away to cowboy camp with Andy when the movie begins. He's frantic when he can't find his hat, which the Bo Peep lamp (voice by Annie Potts) rescues before Andy bursts into the room. In his enthusiasm, the child accidentally breaks Woody's arm and decides to leave him behind to be mended. "Toys don't last forever," says Andy's mother reassuringly as she hurries Andy on his way while surreptitiously placing Woody on the shelf with Wheezy.

The toys, especially Woody and the broken penguin, are horrified to learn that Andy's mother is planning a yard sale. The two wind up in the 25-cent box on the front lawn, where Woody is stolen by weaselly Al McWhiggen (Wayne Knight). A toy store owner and collector, Al recognizes him as a highly valuable collectible from a 1950s TV show, "Woody's Roundup."

In Al's apartment, Woody is surprised to learn about his past celebrity from a trio of cheeky new characters: Jessie (voice by Joan Cusack), a rollicking cowgirl; Bullseye, a frisky horse; and Stinky Pete the Prospector (voice by Kelsey Grammer), a curmudgeon--perhaps because he is still in his original box. (If he had only seen PBS's "Antiques Roadshow," Pete would know that original packaging increases market value. And don't think the writers didn't take that pop phenomenon, among a slew of others, into consideration.)

Now that the set is complete, Al plans to sell it and the related memorabilia to a museum in Japan. Initially, Woody is dead set against it. But Jessie, who was given to charity, bitterly reminds him that his precious Andy will also grow up one day and it's back to the yard sale.

"Do you really think Andy's going to take you on his honeymoon?" she snaps. In a museum, Woody "will be adored by children for generations." Eventually, Woody warms to the prospect of a permanent place in the public eye.

While Woody wrestles with his dilemma, the valiant Buzz Lightyear (Tim Allen) has mounted a rescue mission with Hamm the piggybank (John Ratzenberger), Slinky Dog (Jim Varney), Rex the dinosaur (Wallace Shawn) and Mr. Potato Head (Don Rickles). The potential for danger is so great that Mrs. Potato Head (Estelle Harris) packs her favorite spud a pair of extra feet and his "angry eyes."

On the way to Al's Toy Barn, the rescue team makes hilarious work of crossing a busy street disguised as orange traffic cones, comes up with delightful ways to open automatic doors, and, with the help of a Barbie tour guide, outruns Buzz's toy nemesis, the Emperor Zurg. Along with chase scenes that are faster, hipper and more imaginative than thrillers with actual humans serve up, "TS2" sends up Toys R Us-type warehouses, violent video games, movie merchandising, "Star Wars," "E.T." and sundry other films.

The script was written by committee (Andrew Stanton, Rita Hsiao, Doug Chamberlin and Chris Webb), which usually bodes disaster. That's not the case in this heartwarming, involving, uproariously funny film. The animation, which benefits from four years' worth of technological advances, is crisper and more cunning than ever, but as in the original, the art serves the story. And a smarter, more charming one you won't find.

Toy Story 2 (85 minutes, at area theaters) is rated G.