'Inside Out': Why the Filmmakers Changed Its Ending

Editor Kevin Nolting reveals Fear’s original role and early story for the Pixar hit.
Courtesy of Disney/Pixar

Some big story changes were made to Inside Out before it reached its final form, according to the film's editor Kevin Nolting. (Spoilers below.)

Pixar’s latest hit has grossed more than $266.4 million worldwide since its June 19 debut, but it took several years before the filmmakers knew they had cracked the movie's structure and ending. “The concept was so great, but the plot was hard to pin down,” Nolting told The Hollywood Reporter. “We went through two or three major story lines before we landed on the one we have.”

Directed by Pete Docter, Inside Out goes inside the mind of a young girl named Riley, where five different emotions — joy, anger, disgust, fear and sadness — manage the 11-year-old as she adjusts to a move to San Francisco. Led by Joy (voiced by Amy Poehler), the emotions also maintain the girl’s memories at their "headquarters."

“In earlier versions, Riley [already] lived in San Francisco, and the story was basically about growing up and having the arc be Joy realizing that the emotions have to work together. The appreciation of Sadness came much later,” related Nolting, who also edited Docter's previous Pixar film, the Academy Award-winning Up.

“In the second version it was Fear who went off with Joy, and Sadness didn’t play that big of a part in the story,” Nolting continued. “It was about Joy clinging to this childhood version of Riley. On her first day of middle school, Riley would embarrass herself by acting very childish. This was all Joy’s fault because she wouldn’t let Riley grow up. She was like the overprotective parent who didn’t want this happy kid to ever feel any pain. And we ran with that for over a year. The story revolved around Riley [and] a high school party. The changes over the next two years were just radical.”

In animation, a creative team can spend years creating and editing a movie in storyboard form before animation production ever begins. At Pixar, that means screening various versions for the company’s “brain trust”  creative leaders such as John Lasseter  as it shapes the story. Rewriting during this period is common at Pixar, and Nolting related that in the case of Inside Out, it helped the team to address parts that just didn't work as they should have.

The turning point, the editor said, came “probably one and a half years into the process” while they were readying to show their progress to the brain trust. “We were still struggling with the story and had this brain trust screening coming up. We ran the whole movie for ourselves and realized it still just wasn’t working. Pete went for a walk on a Sunday and he came back and realized that Sadness was the key to the story. We called off the screening and rewrote major parts of the movie. That was the point where we landed on the current story.”

The scene during which Joy and Sadness land in the “memory dump” and go through Riley’s memories became key. The Pixar team made that the pivotal scene during which “Joy realizes Riley needs Sadness, and she has to get Sadness  back to headquarters.

"From that point on, it was a matter of fine tuning,” Nolting said.

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