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Making of ‘Inside Out’: Which Emotions Didn’t Make the Cut

Hope, Envy and Pride were ultimately dropped from the storyboard (and 11-year-old Riley's mind) as Pete Docter spent four years undergoing multiple script changes to bring Pixar’s animated hit to the big screen.

This story first appeared in a special awards season issue of The Hollywood Reporter magazine.

On Father’s Day 2013, Pete Docter was stroll­ing near his home in Northern California — not far from Pixar’s headquarters in Emeryville — listening to Bill Hader’s voice in his head. Or whoever’s voice Docter hears when he’s experiencing Fear.

“I was thinking I should just quit,” remembers the 47-year-old Oscar-winning animator (his 2009 idyll on old age, Up, won best animated feature; he also was nominated as a writer on WALL-E, a 2008 feature about a trash compactor). “I’d led all these super-talented people astray, and we had nothing to show for it after three years of work. I started to think maybe the first films I did were a fluke. That I’m a sham, a fraud. That I don’t know what I’m doing …”

In other words, he was having script issues. Storyboarding on his new Pixar project, Inside Out — a sweet yet surprisingly sophisticated look inside the mind of an 11-year-old girl named Riley, whose basic emotions are anthropomorphized into cute cartoon characters — nearly was complete. The boards were about to go into layout, the first stage of production for the $175 million feature. But something about the story, Docter was certain, just wasn’t working. If only he could put his finger on it.

Docter, examining animation-in-progress. “The heart of this film is what goes on inside your head — what happens emotionally as you grow up, and how, as a parent, you deal with that,” says Docter.

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Every film, animated or otherwise, goes through a series of wrong turns and creative course corrections. As Pixar head John Lasseter puts it: “Every movie sucks most of the time. Every single movie goes through ups and downs, and we always have story crises. Inevitably, there’s an epiphany that we’re missing something.” But the script for Inside Out took an especially long and scenic route to becoming an $850 million blockbuster. And the storyline that existed back when Docter was strolling around thinking he was a sham and a fraud was a very different one than what ended up on the screen. Back then, in fact, Fear played a much larger part.

Docter began working on Inside Out in 2010, right after winning his Oscar for Up. Not at all coincidentally, his own daughter recently had turned 11 and was “heading into that tough time of growing up,” notes the director. “I wanted to make sure the story was something that moves people and reflects back on your life,” he says. “For the kids, we tried to layer in slapstick and physicality, but it had a complex concept: explaining how the mind works.”

In early drafts of the screenplay by Docter, Meg LeFauve and Josh Cooley, there were far more emotions tugging at Riley for attention than the ones that ended up being portrayed by Hader (Fear), Amy Poehler (Joy), Phyllis Smith (Sadness), Lewis Black (Anger) and Mindy Kaling (Disgust). At various points in the script’s development, Hope, Envy, Ennui, even Schadenfreude all were wrestling for control of Riley’s brain — although “at that time we didn’t have Disgust,” notes editor Kevin Nolting. “For a long time, the fifth emotion was Pride.” There were so many emotions, Docter wrote a scene in an early version with a waiting room for them all. “There is no scientific consensus about how many emotions there are,” he says. “At one point, we fooled around with having 27 different emotions.” And all of them had names: Sadness was called Misty, Anger was Ira, Fear was Freddie.

One of the key plot points of the film — Riley’s family’s move from Minnesota to San Francisco, which triggers the crisis that sends her emotions on their harrowing journey out of childhood — wasn’t in the early drafts. Instead, the main narrative tension centered on Joy not letting Riley grow up, which took the story in a different direction. “The essence of the problem was, Joy wasn’t likable,” says Nolting. “She was putting Riley in embarrassing situations; Riley was in middle school, but Joy was making her act like a child. As an audience member, you weren’t rooting for Joy.”

Concept art for Poehler’s character, Joy.

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Beyond the individual emotions, an entire mind world had to be created, and there were challenges with that, as well. Production designer Ralph Eggleston mapped out the geography of a child’s inner life with GPS-like precision — the command headquarters where the emotions push buttons and pull levers, the vast aisles where countless long-term memory “orbs” are stored on shelves and the “personality islands” (Family, Friendship, Goofball, Hockey and Honesty) that all are powered by Riley’s core memories.

And then there’s Abstract Thought, where Joy, Sadness and Bing Bong, Riley’s almost-forgotten imaginary friend from earlier in her childhood, get deconstructed and turned into Picasso paintings. “The first level was inspired by cubism,” says art director Albert Lozano. “The idea was to become flatter and flatter and become really minimal. The final stage were simple shapes. I was really just taking the design process and going backwards to where we started, thinking of them as simple shapes. At the end, Joy had to be a star and Sadness a teardrop.”

Joy and Sadness hitch a ride on the Train of Thought. “It wasn’t about defining what the world looked like as much as the rules of how the world worked, in terms of texture and color and lighting,” says Eggleston.

Some parts of the brain had to get cut. “We had Music,” recalls Docter. “[The emotions] spoke with a trumpet and violin, and their words became musical tones and formed shapes. It ended up being a little too close to the Abstract Thought sequence, which is why we took it out.” And there were tweaks to Riley herself — in early drafts, she loved ice skating, until the writing team realized that hockey would make her part of a team. In the final version, the character is said to bear an uncanny likeness to Docter’s daughter.

Still, the biggest challenge with the early script was Fear itself. In those original drafts, Docter had Joy team up with Fear — not with Sadness — and go off on a journey into the nether regions of Riley’s mind, where they worked together to find a way back to central control. The problem Docter wrestled with as he strolled on that Father’s Day in 2013 was that he didn’t know what Joy could possibly learn from Fear — how Fear could help her grow.

From left: Co-director Del Carmen, Eggleston, Docter and Lozano.

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Then a lightbulb went off over his head. “It hit me that the friends that I’m closest to are the people I’ve not only shared good times with but also sad times,” he says. “There’s a real purpose for sadness — we’re not meant to be happy all the time.” That epiphany gave Docter the idea of rewriting (and re-storyboarding) the entire film, with Sadness getting a much juicier role. “We had to go back, strip all of this work and redo it, with Sadness teaching Joy a lesson,” says Docter.

But first, the director had to convince his colleagues, co-director Ronnie Del Carmen and producer Jonas Rivera. “I was a little nervous because any time you say something that’s going to cause a lot of extra work, that’s not a fun conversation.”

Poehler with Docter at a recording session for Inside Out.

Potentially even less fun was the conversation he’d have to have with Lasseter, Pixar president Ed Catmull and the rest of the studio leadership. Re-storyboard­ing the entire film would completely change the production schedule (although the filmmakers still hit their ultimate deadline for release). At the time, there was no telling what emotion the Pixar bosses would express during that conversation, but they were remarkably understanding. “When Pete pitched the idea of Joy and Sadness, I thought it was going to make it much more entertaining,” says Lasseter. “We strive to create flawed characters — they’re much more interesting.”

Indeed, they are. Which is perhaps why Inside Out already has been named best animated feature by the National Board of Review and the New York Film Critics Circle and why it’s on just about everybody’s shortlist for an Oscar nomination. Right now, in fact, Docter is very probably having a noisy inner dialogue with one of the characters he cut from his film: Hope.

This storyboard, drawn by co-screenwriter and story supervisor Cooley, was one of 177,096 made during production, 127,781 of which were delivered to editors and used to make the movie.

As the storyboard is turned into concept art, the look and feel of the film are created.

Animators create the personality and “acting” of the characters, with the movement of hair and garments added by the simulation department.

The lighting department integrates all of the elements into a final image.