Inside Out

Cast: Amy Poehler, Mindy Kaling, Bill Hader
Director: Pete Docter
Genre: Animation

Synopsis: Get ready to meet the little voices inside your head...

From an adventurous balloon ride above the clouds to a monster-filled metropolis, Academy Award®-winning director Pete Docter ('Monsters, Inc.," 'Up") has taken audiences to unique and imaginative places. In Disney Pixar's original movie ' Inside Out," he will take us to the most extraordinary location of all"inside the mind.

Growing up can be a bumpy road, and it's no exception for Riley, who is uprooted from her Midwest life when her father starts a new job in San Francisco. Like all of us, Riley is guided by her emotions – Joy (Amy Poehler), Fear (Bill Hader), Anger (Lewis Black), Disgust (Mindy Kaling) and Sadness (Phyllis Smith). The emotions live in Headquarters, the control centre inside Riley's mind, where they help advise her through everyday life. As Riley and her emotions struggle to adjust to a new life in San Francisco, turmoil ensues in Headquarters. Although Joy, Riley's main and most important emotion, tries to keep things positive, the emotions conflict on how best to navigate a new city, house and school.

Inside Out
Release Date: June 18th, 2015

 

About the Production

Do you ever look at someone and wonder what is going on inside their head?

Disney•Pixar's original new film 'Inside Out" ventures inside the mind to find out.

Based in Headquarters, the control center inside 11-year-old Riley's mind, five Emotions are hard at work, led by lighthearted optimist Joy, whose mission is to make sure Riley stays happy. Fear heads up safety, Anger ensures all is fair and Disgust prevents Riley from getting poisoned"both physically and socially. Sadness isn't exactly sure what her role is, and frankly, neither is anyone else.

'The Emotions are kind of like the voices in our heads," says director Pete Docter. 'When we were just getting started on this film, we looked around"at our kids, friends, co-workers"and we realised that everybody has a default temperament. We all go through periods of being happy or sad, but certain people are just happy or angry or what have you. Riley is one of those happy kids. So Joy had to be the first Emotion to show up, and she has a very special bond with Riley."

'Joy has 33 beautiful seconds of being the only one there," says Amy Poehler, who lends her voice to Joy. 'Then Riley starts to cry and Sadness shows up. Joy realises that she's going to have to share Riley with all the other feelings and emotions."

When Riley's family relocates to a scary new city, the Emotions are on the job, eager to help guide her through the difficult transition. But when Joy and Sadness are inadvertently swept into the far reaches of Riley's mind"taking some of her core memories with them"Fear, Anger and Disgust are left reluctantly in charge. 'Think about that," says executive producer John Lasseter. 'An 11-year-old is left without Joy and Sadness"only Anger, Fear and Disgust. Does that sound like any 11-year-olds you know?"

Joy and Sadness must venture through unfamiliar places"Long Term Memory, Imagination Land, Abstract Thought and Dream Productions"in a desperate effort to get back to Headquarters, and Riley. Along the way, they meet some colorful characters"from the Forgetters, who are Mind Workers in charge of sorting Riley's memories, to Riley's imaginary friend named Bing Bong, who is searching for a way to make Riley remember him. 'He was a favorite when Riley was a little kid with an active imagination," says Pete Docter. 'But these days, he's like an out-of-work actor who's desperately trying to make his comeback."

Loaded with Pixar's signature charm, 'Inside Out" features a mind full of memorable characters, poignant moments and humor. 'Our goal, right off the top, was to make it fun," says producer Jonas Rivera. 'My kids have seen it and all they talk about is Anger. They think he's really funny. And the journey that Joy and Sadness take is one big, cool adventure.

'I think adults"parents"will see it in a completely different way," continues Jonas Rivera. 'It'll still be fun, but there's something deeper in it for them. That's something Walt Disney always wanted to do."

'I just love the crazy amount of heart that's in this film," adds Amy Poehler. 'In minutes you go from crying to laughing. And it just looks so incredibly beautiful. It is like a world that feels very familiar and really magical at the same time."

Helping to bring the characters to life is a creative and comedic ensemble voice cast, including Poehler ('Parks and Recreation") as Joy, Bill Hader ('Saturday Night Live") as Fear, Mindy Kaling ('The Mindy Project") as Disgust, Lewis Black ('The Rant is Due: Part Deux" tour) as Anger and Phyllis Smith ('The Office") as Sadness. Riley is voiced by Kaitlyn Dias ('The Shifting"), and providing the voices of Mom and Dad are Diane Lane ('The Mystery of Love and Sex" play) and Kyle MacLachlan ('Marvel's Agents of S.H.I.E.L.D."). 'We have a dream cast," says Docter. 'We could bring in material, describe what we want out of a scene, and then workshop with them about how they might say it. They would give us what we wrote, plus plenty of improvised alternate lines. It's been fun."

The Beginning Of Joy
Oscar®-winning Director Pete Docter Finds Inspiration at Home

What is she thinking?

It's a question that has gone through the minds of parents worldwide who are attempting to raise teenagers"and it's one that occurred to Oscar®-winning director Pete Docter as he witnessed his own daughter Elie growing up.

'My daughter did the voice of young Ellie in -Up'"that spirited, spunky kid with hair out to there"and she was a lot like the character at the time," says Pete Docter. 'But by the time we started -Inside Out,' Elie was older"about 11"and she'd become quiet and withdrawn. It made me think, -What's going on in her head and why is she changing?'"

But then Pete Docter recalled that era in his own life. 'It's a big deal," he says. 'The innocent bubble of childhood bursts and you feel like you're thrust into an adult world where you're judged and expected to behave in a certain way. You want to be cool, but you're not really sure what that means."

Cue the emotions.

From the beginning, Pete Docter loved the idea of going inside the mind, challenging the imaginations of many of the same filmmakers who took audiences to Monstropolis and later to South America in a house flown by balloons. 'I thought it would be fun," says the director. 'I wanted to explore the abstract version"not the brain, but the mind. I thought it was perfect for animation. And if this was going to be a story about emotions and it's done by the same team that did -Up,' it had to be emotional."

Ultimately, this idea of emotions as characters sparked the story of 'Inside Out""with daughter Elie as the inspiration for Riley, an 11-year-old, hockey-loving Midwesterner whose life is mostly happy until her family relocates to the big and unfamiliar city of San Francisco. Her Emotions"led by energetic Joy"are on the job, eager to help guide Riley through this difficult transition. But while Riley's life is what gives her Emotions purpose, filmmakers say that 'Inside Out" isn't really Riley's story.

'It's a very personal story about what it means to be a parent," says producer Jonas Rivera. 'As a parent, there are so many perfect moments when I wish I could make time stand still forever. But that's not right. That's not our job. Our job is to be their guides."
'As our kids grow older, we tend to miss those days when they were little and would sit on our laps and hug us," adds Pete Docter. 'And while all parents want their kids to go out into the world"I'm happy for my kids and want nothing more than where they are right now"it's bittersweet and a little sad when childhood passes by. That's a key element to this film."

So filmmakers called on Joy"who bounces and glows (literally), overflowing with optimism"to tackle the ever-complicated task of raising Riley"metaphorically"along with the other Emotions who contribute their own unique perspectives. 'Joy has been there the longest"Riley was born happy," says Jonas Rivera. 'But the cross-country move is really upsetting and Joy finds that she's getting less and less time at the wheel, so to speak. She just can't let Sadness mess up all the hard work she's done over the years."

The journey Joy takes with Sadness is eye-opening. 'Joy realises that Sadness may have a purpose in Riley's life after all," says Pete Docter.

According to Pete Docter, the key to happiness"in the movie and beyond"is likely in how you define it. 'Joy is able to learn and grow and reconsider what she thinks happiness is," he says. 'In the beginning, it's all about laughter and ice cream"and there's nothing wrong with that. But life shows us that it's so much deeper.

'As I was making the film, I realised that family and close friends are what make me happy," he continues. 'Sure, those are the people who I share fun times with, but they're also the people who I've been angry at, scared for and sad with. It's really the depth and complexity of all these emotions that bring a real connection between people."

Doing Their Homework

Pixar filmmakers are known for the research they do"whether it's becoming an expert in automotive design for 'Cars" or trekking to Scotland to inform the breathtaking backdrop in 'Brave." The artists and storytellers behind 'Inside Out" wanted to immerse themselves in the mind, studying memories, human emotions and how they evolve during adolescence.

They worked with scientists, neurologists, psychologists and other experts to better understand how the mind works. Dr. Dacher Keltner, co-director of the Greater Good Science Center, is a professor of psychology at the University of California, Berkeley, where he directs the Berkeley Social Interaction Lab. 'I've spent 25 years of my career studying human emotion," he says. 'I'm interested in how we express emotions in our faces, voices and in touch."

Among other things, Dr. Dacher Keltner's expertise helped filmmakers choose the Emotions to feature. 'Researchers have different ideas of how many emotions we have"there are anywhere from four to 27, depending on who you ask," says Pete Docter. 'Dr. Dacher Keltner's work suggests that there are 21, with emotions like boredom, contempt and embarrassment. There were so many possibilities in terms of character. It was fun to explore. We ultimately landed on five Emotions that pretty much make all of the researchers' lists."

Dr. Dacher Keltner also helped to define the Mind World in terms of how the Emotions worked together to help Riley cope with the changes in her life. 'I just saw the movie and I was blown away," he says. 'I think it's extremely hard to put into words how the emotions inside your mind affect how you behave in the world and how you see the world. The film achieved that remarkably well. I loved the dynamic tension between what's happening inside the psyche and what's going on outside in the world."

Filmmakers studied adolescence and how a pre-teen might deal with traumatic events. So it was no accident that Joy and Sadness were the two Emotions that went missing. 'It all lines up with being an adolescent," says co-director Ronnie Del Carmen. 'Riley changes and no longer feels happy"then she can't express empathy. She becomes your typical sullen teen."

Says Dr. Dacher Keltner, who's a father of two daughters who've survived their pre-teen years, 'Part of adolescence"part of growing up"is loss. Loss of friends, loss of childhood"it's necessary to human development. The way that -Inside Out' really grapples with Riley's feelings of loss and how her family ultimately surrounds her in that experience is really powerful."

According to Dr. Dacher Keltner, acceptance is an important takeaway from both the movie and a host of scientific studies of emotions. 'I believe that our emotions oscillate," he says. 'There will be a time when your mind is filled with fear"a second or two"before shifting to anger. The movie portrays that struggle over the control panel that I feel to be true scientifically. But one of the key lessons is that you have to embrace all of your emotions. You have to realise that they're all part of your normal, everyday mind and that's OK."

Who's Who In 'Inside Out"
Emotional Tale Told Through the Eyes of Five Emotions

'Inside Out" features a team of Emotions who helps guide 11-year-old Riley through an unsettling change in her life. But as the story was being developed, filmmakers weren't sure which emotions should make the cut. 'Some psychologists claim there are as many as 27 Emotions," says director Pete Docter. 'We toyed with adding Pride. Or Schadenfreude, who delighted in the pain of others. But it started getting crowded in there. We ultimately settled on five."

Filmmakers then went about defining each Emotion, assigning them a purpose in Riley's mind, and tackling the difficult process of finding the right look for each. 'The look and design of the Emotions had to remind people that they are personifications of feelings," says Pete Docter. 'They're not little people. They're Emotions. They're made of energy"they're made up of thousands of particles, which kind of looks like energy. We wanted to capture what emotions feel like"the shapes, the colors"as well as their personalities."
But finding the look of the Emotions wasn't easy. Says character supervisor Sajan Skaria, 'It's probably the hardest thing we've had to figure out in the character department. When we started out, it wasn't clear where we were going. Pete Docter said, -Make something my mom has never seen before.' That's it. That's all we had to go on in the beginning.

'As we began to land on some really cool and fun designs," continues Sajan Skaria, 'we had to figure out how to make them happen. We had to make sure we had the technology in place to render what we created."

When it came to Joy and the rest of the Emotions, the production team was committed to getting it right, committing resources, technology, imagination and research. 'It's all about the Emotions"they're running the show," says Pete Docter. 'We can control how we act, but we don't get to choose how we feel."

'We love the idea that they come to work every day," says producer Jonas Rivera. 'This is a job and they're going to do their very best because they love this kid. The key, of course, is that they each have a different job"and each job is equally important." 'One of my favorite aspects of animation is how expressive it is," says Pete Docter. 'You can make a character move in ways that are physically impossible, but really show the way you feel. We were able to push movement in this film in ways that we've never done in other films."

Tony Fucile, whose credits include Disney's 'The Lion King" and 'Aladdin," served as an animation sketch artist for the film. He was tasked with bringing the best of hand-drawn animation to the CG film. Tony Eucile attended animation dailies and often provided his notes as actual draw-overs that could be captured and provided to the animator. 'I worked with the animation team to juice up the poses a little bit," says Tony Fucile. 'I like to push the poses or expressions a little further"rarely will I ever suggest to pull it back."

'All of the Emotions are the most cartoony, most stylised characters that we've ever attempted in a feature film here at Pixar," says supervising animator Victor Navone. 'They are the kind of characters that might actually be easier to draw on paper"but they're really hard to do in three dimensions. These characters are so special, so unique"we just wanted to hit a home run."

The Lineup

Joy's goal has always been to make sure Riley stays happy. 'In the moment Riley is born, Joy appears"she's the first one there," says Pete Docter. 'She has a very special connection to Riley and she treasures that bond."

According to Pete Docter, they picked Joy as Riley's main Emotion because they felt Riley was the kind of person who was naturally happy"minus a few bumps along the way. They also felt it mirrored that one true desire every parent has for their children. 'We want our kids to be happy, enjoy life, embrace everything," he says. 'Life doesn't always work out that way and we have to adjust"which is a lesson for all of us, including Joy."

With a sunny hue, Joy is lighthearted, optimistic and determined to find the fun in every situation. She sees challenges in Riley's life as opportunities, and the less-happy moments as hiccups on the way back to something great. As long as Riley is happy, so is Joy.

Amy Poehler was called on to help bring Joy to life. 'She's like the motor of the film: arms open, eyes open, face toward what's next," says Amy Poehler of her character. 'She's just so beautiful and takes a journey"literally and emotionally. She experiences a real change, which was an exciting and cool challenge as an actor."

According to supervising animator Shawn Krause, the introduction of Amy Poehler as the voice of Joy helped the animation team land the character. 'Pete Docter wanted Joy to feel grounded, athletic"a bit of a tomboy. We didn't want Joy to be saccharine or like a cheerleader. Amy Poehler's acting choices really informed the animator's performance.

Shawn Krause continues, 'Joy's high-energy, fun-loving, over-caffeinated. She bounces off the walls; she's a trickster, but she's not mean-spirited. She inspires happiness. She's infectious"a big ball of energy. Once we had Amy Poehler cast, we knew how to push the animation with Joy."

Albert Lozano, character art director, was inspired by production designer Ralph Eggleston's early efforts. 'The way that the chalk spattered on Ralph Eggleston's pastels, it reminded me of bubbles. Joy is effervescent. Opening a champagne bottle in celebration felt like Joy to me. I do a lot of collage work, so I took the image of a sparkler, added a face, legs and arms, and that felt like Joy to me, too. I knew she had to emit joy."

'Joy is very bouncy"almost like a star," says producer Jonas Rivera. 'She's full of life and energy, which led us to the physical makeup of the Emotions. We decided they should all be made up of energy."

Filmmakers called on effects supervisor Gary Bruins and his team to figure out how to showcase that energy. 'Pete Docter wanted Joy to have particles that radiate and shoot off her skin throughout the entire film," says Bruins. 'That meant creating an effect that would appear in hundreds and hundreds of shots. It had never been done before."

As the story's star character, Joy not only has a lot of scenes, her activities in each runs the gamut"walking, running, gesturing broadly and enthusiastically. The effects team had to develop a solution that would work well in each situation. 'I had my hand on the red flag, ready to raise it," says Gary Bruins. 'But each shot we tried worked so well, we realised we were on to something."

The rig they developed, which uses changing color and opacity to represent the movement of particles, surpassed their expectations. 'It really supported the idea that she's so joyful that her energy cannot really be contained," says Gary Bruins. 'Then we came in and on top of that, we ejected airborne particles that break her silhouette and leave a trail as she walks or makes a quick movement."

Joy, whose eyes have at least twice as many controls as any Pixar character before her, also serves as a light source, casting a yellow-blue glow around her. According to global technology pro Bill Reeves, a whole system needed to be built to achieve the look filmmakers wanted. 'We tried dozens of ways of creating Joy's glow and ended up with a volumetric solution. But since she's in so many scenes, we needed to configure the software to be able to compute it."

Fear's main job is to protect Riley and keep her safe. He is constantly on the lookout for potential disasters, and spends time evaluating the possible dangers, pitfalls and risk involved in Riley's everyday activities. There are very few activities and events that Fear does not find to be dangerous and possibly fatal.

According to storyman Josh Cooley, filmmakers instantly connected to Fear. 'He was one of the easiest characters to write because everybody is driven by Fear at some point in the day," Josh Cooley says. 'We had no trouble imagining how Fear might react to a given situation: He overreacts."

Filmmakers found a lot of physical comedy in Fear's wiry, purple build. Character artist Chris Sasaki started the look with a very simple idea. 'Early on, I just asked, -What if he's just like a line and two eyes?' he says. 'It was as extreme as we could go and it snowballed from there."

Ultimately, Fear evolved to allow for more performance, but his shape didn't change much. 'He's like one frazzled, frenetic, kinked-up nerve," says Pete Docter.

Adds Navone, 'He has a nice noodley silhouette with his long, skinny spine that we could squash and stretch and bend and bow. His personality allowed for broad performances. He gets flattened and crumpled. He's a scaredy-cat, yet he has a bit of a swagger. He's the comic relief.

'Fear has a curlicue hair that can hit a million different poses to match whatever attitude he's giving," Navone continues. 'We can treat it like a dog's tail: If he's sad, it droops; if he's in pain, it behaves like a lightning bolt."

'To me, he'll always be a weird purple guy in a bow tie," says Bill Hader, who lends his voice to Fear. 'I imagine him as a very put-upon middle-management kind of guy who's desperate to be eight steps ahead of everything. He has to over-assess every situation in order to protect Riley.

'What's so brilliant about the movie," continues Bill Hader, 'is that the dialogue we have as the Emotions is very much like the conversations you have in your head."

Anger feels very passionately about making sure things are fair for Riley. He has a fiery spirit and tends to explode (literally) when things don't go as planned. He is quick to overreact and has little patience for life's imperfections. 'From the beginning, I could just picture Anger, both in writing and design," says Pete Docter. 'We knew what we could do with him and how he could be funny."

'Red just seemed right," says executive producer John Lasseter. 'He explodes with anger all the time, so we decided it would be fun to have flames come out of his head when he gets really mad."

'Anger worked right out of the gate," says Navone. 'Once we had that rectangular shape and those angry brows and eyes, we just knew who he was. He has stubby arms and stubby legs and he can't really turn his head because he doesn't really have a neck. So we give him constant energy by having him shake and grumble. He does a lot of stomping around"very Lewis Black. And the fact that they cast Lewis Black really took it to the next level."

Early film pitches actually named the comedian to illustrate how an iconic voice like Black's could bring a character like Anger to life. 'I used him as an example for the fun we could have with casting," says Pete Docter.

Lewis Black, who's a fan of all things Pixar, calls the opportunity a career-defining role. 'I knew from the very beginning that this was going to be special," he says. 'I'll be remembered as this little red guy who yells and his head goes on fire."

The look of that fire, says Bruins, came after early tests revealed what wasn't going to work. 'We started with a traditional, very realistic-looking fire coming off Anger's head. But the character is so stylised"he's made out of particles. He lives in Headquarters, which is also very stylized and colorful. The realistic fire was really jarring. So we decided to take it in a different direction."

In a nod to the particles that make up the Emotions, the effects team added particles to Anger's fire, blending the color of the character with the color of the fire. 'The fire itself is very stylised," says Bruins. 'It doesn't have the traditional details that you might see in a live-action film."

Disgust is highly opinionated, extremely honest and prevents Riley from getting poisoned" both physically and socially. She keeps a careful eye on the people, places and things that Riley comes into contact with" whether that's broccoli or last year's fashion trend. 'She wants to make sure that people won't taint Riley with their toxic behavior or bad clothing advice, as well as steering clear of untested food combinations," says co-director Ronnie Del Carmen.

Disgust always has the best of intentions and refuses to lower her standards. 'She's very opinionated and not afraid to share it," adds Ronnie Del Carmen.

Filmmakers decided that green was the perfect color for Disgust, which wasn't their only nod to the vegetable that was top of mind in her creation. 'She's shaped a bit like broccoli," says Pete Docter, who summoned his team of emotion experts to nail down Disgust's personality. 'She emanates from bitterness," he adds. 'When you feed bitter food to babies, they make a face and stick their tongues out to spitout the food. That is the root of Disgust."

Mindy Kaling says she was instantly game to play the part. 'I think it's true of most actors: If you get a call from Pixar, you're already excited. The movies that Pixar makes are just incredibly well made, so I was really excited. What surprises me about the movie is how funny it is, given that at its core, it's a very poignant movie."

Mindy Kaling quickly understood her character's motivation. 'Disgust just wants to protect Riley," she says. 'She wants to keep her from being in any situation that's unsafe or uncool."

Filmmakers were inspired by Mindy Kaling's interpretation of the character. Says Krause, 'Disgust is fastidious and a little hands-off in her movements. She's the last to join in. She's strong and sure of herself. If she was in high school, she'd be the popular cheerleader."

Adds Navone, 'Her movements are dainty. Her gait is tighter with a lot of hip swing. Of all the characters, Disgust is the one who went to finishing school. She's walked around with a stack of books on her head."

None of the other Emotions really understand what sadness's role is. 'Sadness actually questions her own role," says Ronnie Del Carmen. 'What is she good for? She's an insecure character who wants to help, but is faced with the notion that she might actually be bad for Riley."

Adds Rivera, 'She doesn't want to see Riley unhappy, but Sadness has good instincts. She senses when she should step in, even if she's the only one who realises it." Filmmakers had an affinity for the Emotion, even if she is often blue. 'Sadness is indecisive and tentative, but so sweet and loving," says Pete Docter. 'She loves Riley and wants nothing but the best for her."

Phyllis Smith was called on to provide the voice of Sadness. 'I've never done an animated film before, so at first I just tried to be sad," says Phyllis Smith. 'But by the end of the first session, I found her voice. It just came naturally. She's not very energetic. Joy literally has to drag her around."

Sadness has a childlike quality to her, and according to Shawn Krause, the animation team slowed the pace when it came to the character. 'She's definitely more restrained, lethargic"not particularly motivated. Less is more with Sadness."

Her blue hue and upside-down-teardrop shape are quite befitting. And while Sadness would love to be more optimistic and helpful in keeping Riley happy, she finds it so hard to be positive. Sometimes it seems like the best thing to do is just lie on the floor and have a good cry.

Bing Bong is Riley's imaginary friend. (You gotta remember, when Riley was 3 animals were all the rage.) Unfortunately, he's been out of work since Riley turned 4, and he's desperate to not be left behind as Riley grows up.

Richard Kind was tapped as the voice of Bing Bong. 'Before their minds are fully developed, a lot of kids make up friends who they can talk to when they're lonely or scared," says Richard Kind. 'And these feel real"they're truly friends. Is there any rationale to them? Absolutely not, but an imaginary friend can be calming and is always there when you need him."

Bing Bong has been wandering around Riley's mind for a while when Joy and Sadness meet him. 'He's a bit of a hobo these days," says Richard Kind. 'So he's more than happy to show them around."

Like all good imaginary friends, this one is certainly creative. 'Bing Bong is made out of cotton candy," says Pete Docter. 'He has a nougat-y center, which we never really see, and shape-wise he's part cat, part elephant and"according to him"part dolphin, which is a little sketchy. He's basically an amalgam of all the things we loved as kids."

Artists were initially inspired by the director's own childhood imaginary friend, which was at least part elephant, says Sasaki. 'When I was a kid, I loved animal crackers. You could take one head and mix it with another body. There's something nice about that. That evolved to -Why can't it have cat whiskers?' and -Let's give him dog ears and a raccoon's tail."

'We all wanted to work on Bing Bong," says Navone. 'He's just such a fun, broad, kind of vaudevillian character. He's just someone we all want to play with. The idea was to maintain his childlike appeal."

The animation team used references from Oliver Hardy, Jackie Gleason and John Candy to help drive home the character. 'The trick with Bing Bong technically was figuring out his mouth," says Navone. 'His mouth has to get really big and his lips go all the way around it like a piece of licorice"it's a little like Art in -Monsters University.' It was a challenge in terms of rigging to keep it simple"then add in Bing Bong's trunk and it was that much harder."

The team actually borrowed an early version of some technology that's being built for an octopus in 'Finding Dory" to deal with Bing Bong's trunk.

Riley Andersen is an eternally happy kid, at least until she turns 11 and her dad gets a job across the country, forcing the family to relocate to San Francisco. As she struggles to navigate a new home and school, Riley experiences an unfamiliar mix of Emotions.

'If you look at your own kids, friends, family"it seems that everyone has a default temperament," says Pete Docter. 'Some people are sad or angry at their core"but Riley is happy. So this big change at the age she is turns out to be a very big deal."

According to Lozano, Riley's look was very much inspired by her place in her life. 'She's at that age where she's starting to grow up," he says. 'So she doesn't quite fit into her body yet. She's lanky and sort of gangly, a little bit awkward."

Kaitlyn Dias is the voice of Riley. Initially hired to record a temporary track, Dias' performance proved so touching, filmmakers decided to cast her in the part. 'She really was perfect for the role," says Rivera. 'Her voice has this heartbreaking honesty to it. She's so good."

MOM would do anything for her family, so when they relocate to San Francisco, she puts her best foot forward to help them adjust to this odd new world.

Lozano says that artists wanted to infuse a little spark into Mom's look. 'We knew she was the kind of person who could either fall for a Brazilian helicopter pilot or the nerdy square-pants guy. We wanted to imply that although she settled down, she still retained some of her free spirit."

Audiences get a glimpse inside Mom's mind, where her Emotions each don her red glasses. Filmmakers also designed a unique set for Mom's Headquarters.

Diane Lane lends her voice to Mom. 'As a mom, I get it. Invariably when you're raising your children, you actually sort of relive these stages of your own childhood. Your own memories come into play as your children struggle. Riley's an only child, as is my experience as a mom and my experience as a child, so I could relate on many levels."

Dad is a fan of family, hockey and new adventures. So when opportunity knocks, he's game"even if it means moving across the country. Admittedly, he can't always figure out what the women in his life are thinking, but he loves them with all his heart.

Inside Dad's mind, his Emotions are"like Dad"prone to distraction, particularly if there's a hockey game on. They also all sport his signature mustache.

The mustache started as a goatee, but filmmakers wanted to emphasize that Dad doesn't exactly fit into his new city. 'We wanted to make them stand out as a conservative kind of family that just got dropped into San Francisco," says Sasaki, who adds that the San Francisco crowds characters are pretty stylish. 'You'd be able to pick our Minnesota family out of a crowd for sure."

Dad is voiced by Kyle MacLachlan, who is Dad to a 6-year-old son. 'I'm not there yet as a parent, I've got a little bit of time before he hits those pre-teen years," says Kyle MacLachlan. 'But it's going to be interesting to maneuver through it, to try to support him, to maybe even have a little bit of influence in how he handles it all. As a parent, you really want them to find their way, but you want to be there to support them, too."

The forgetters are in charge of"well"forgetting. Mind Workers in Long-Term Memory, they sort through Riley's memories and eliminate those they deem unimportant"like most of the U.S. Presidents she memorized in grade school or much of what she learned on the piano (except 'Heart and Soul" and 'Chopsticks").

Paula Poundstone and Bobby Moynihan were tapped to voice the Forgetters.

Location, Location, Location
Filmmakers Venture Inside the Imagination to Create Complex New World

It was both a blessing and a curse that the world of 'Inside Out" was like nothing anyone had ever seen. 'Narrowing our choices on how to visualize this world, how to visualize these Emotions, was really fun," says executive producer John Lasseter. 'But it was so challenging."

While the possibilities were endless, filmmakers were able to narrow things down fairly quickly. 'The film takes place in the mind, not the brain," says director Pete Docter. 'We were very specific from the get-go. We didn't want blood vessels and dendrites. The mind is metaphorical. We imagined our thought processes, memories, feelings."

But according to Daniel Holland, sets art director, the team used the physiology as reference. 'We were inspired by shapes"the hypothalamus, pituitary gland, cells under a microscope," he says. 'Everything was heavily caricatured, but we wanted to start from somewhere that made sense."

Filmmakers actually had two worlds to contend with"the real world, in which Riley is experiencing major life changes, and the world inside her mind, where her Emotions reside. 'It was like making two films," says production designer Ralph Eggleston. 'One little change in the real world affects everything in the Mind World, and vice versa."

The Mind World features bright, saturated color. 'We looked at it as a Broadway musical from the '50s," says Pete Docter. 'There's a great sense of caricature. The human world is more real: Wood looks like wood, cement looks like cement. And color-wise, it's desaturated."

Filmmakers actually made separate rules for each world when it came to the camera plan. 'It was important to create two distinct styles for the cameras inside the mind and in the real world so that the audience can instantly tell the difference," says Patrick Lin, director of photography – camera. 'In the Mind World, everything is more perfect. Our lenses have less distortion, and the camera movement is reminiscent of the 1940s studio-style camera with track and boom. It's more mechanical. In the human world, we wanted it to feel a bit more real, so our lenses have more distortion and the cameras are more of a handheld or Steadicam look."

The team employed camera capture technology for the human world to achieve a more photo-real look. The technology was best showcased in Pixar's short 'The Blue Umbrella." Says Patrick Lin, 'We always approach the cinematography with the story in mind."

Pete Docter says the team of designers and artists presented hundreds of different directions via thousands of drawings to develop the locations within Riley's mind and beyond. 'Our choices in the end were based less on anything scientific and more on our guts. We went with what felt right"what felt truthful."

Mapping It Out

Headquarters is the control center in Riley's mind where all five Emotions live and work, monitoring Riley's day-to-day experiences and guiding her along the way.

'The idea of Headquarters came pretty early on in the process," says Pete Docter. 'We knew it would be a workroom and that there would be a console, but we went down a few paths in determining exactly what the console controls. In the end, we decided to keep it very simple so that it's clear that Riley is still in control of her behavior."

Adds Eggleston, 'The shapes within Headquarters are based on the hypothalamus, which is the cognitive center of the mind, theoretically."

Bert Berry, shading art director, and his team were tasked with making sure Headquarters felt homey. 'Ralph [Eggleston] and Pete [Docter] really wanted Headquarters to be soft and inviting," says Berry. 'So there's not a lot of reflective or harsh surfaces. There's carpeting, cloth and translucent materials. Some of the walls are made out of a sort of neoprene material."

The shading team did add some shiny and reflective elements to shake things up a bit. 'If we made it all soft and matte, then there's nothing for light to catch," says Berry. 'We needed to have some variation for it to look dynamic."

Located within Headquarters are shelves that hold Riley's memories from the day. The memories themselves are delicate spheres that can replay memories. Says Eggleston, 'Originally, I was looking at dewdrops. I envisioned Long-Term Memory as spiderwebs and the memories as dewdrops on the webs. Then they became spherical"like the leading tip of a synapse flash. And we placed imagery inside each of them to represent a memory"like a great day on the ice with Mom and Dad."

Each memory carries the color of the Emotion assigned to it. The great day on the ice, for example, would be yellow for Joy, who prefers a wall of yellow memories at the end of the day.

Long term memory is a vast floor-to-very-high-ceiling storage facility that houses millions of Riley's memories. Long-Term Memory is staffed by Mind Workers, including the Forgetters, who evaluate the usefulness of each memory and eliminate those that no longer seem relevant.

'During the day," says John Lasseter, 'all of your memories are collected in short-term memory, but at night, as you sleep, your short-term memory literally gets dumped and only those memories that are imbued with an emotion get saved. Everything else just gets dumped into the Memory Dump. That's what we learned from the scientists."

To get the look of Long-Term Memory, filmmakers researched manufacturing facilities. 'We had millions of memories and weren't sure how to store them and move them around," says producer Jonas Rivera. 'We wanted it to feel legit and believable with weight and movement and structure, so we visited the Jelly Belly candy factory and spent some time at an egg processing plant."

Holland says the tour of the Jelly Belly factory was more than just your average tour. 'We got to suit up and go down on the floor and see a lot of stuff," he says. 'They have interesting automated packaging machinery, and I really liked watching the way the colors would move through tubes. It was inspiring."

Holland says that the egg processing plant provided reference for transporting the memory balls from one location to another. 'The eggs are delicate, yet could be easily moved with the right system."

Built and staffed like a full-fledged Hollywood studio, Dream Productions is where Riley's dreams (and nightmares) are created. The writers here are not afraid to take risks and often dance on the edge of logic when it comes to Riley's dreams.

'It's a giant soundstage with sets and props," says Pete Docter, who was invited by Bill Hader to spend a week observing 'Saturday Night Live" behind the scenes. 'Dream Productions can produce anything the writers come up with. Nothing's too crazy or out there"it's a little like -SNL' mixed with the magic of Hollywood."

It's all about fun in imagination land. Says John Lasseter, 'Pete Docter and Jonas Rivera are two of the biggest Disneyland fanatics that ever walked the Earth. So it looks a lot like a theme park."

Anything goes: Love French fries so much that you wish you could build a whole forest made of them? Done. Wish you could use couch cushions to navigate a lava-filled living room? Welcome to Lavaland.

'Imagination Land is where all of Riley's flights of fancy and daydreams are built full-size and come to life," says Pete Docter. 'It's a place where you go to play."

And like all good theme parks, some attractions last a lifetime, while others get replaced: Preschool princess fantasies make way for imaginary boyfriend generators. 'From the beginning," says Pete Docter, 'we wanted to show this idea of growing up. So as she outgrows certain fantasies, areas in Imagination Land get torn down."

Locked inside the subconscious are all of Riley's darkest fears. According to Kim White, director of photography – lighting, the lighting in Subconscious actually tips its hat to horror films. 'It's dark and we use a lot of bright colors," says White. 'It's overly theatrical"we push it till it feels a little spooky. It's the kind of sequence that people will remember."

One of the most unique and bold locations in Riley's mind, abstract thought is an area that turns ideas, Emotions and imaginary friends into two-dimensional shapes and lines. According to Pete Docter, this is likely a newer area in Riley's mind. 'Abstract thought develops around age 10."

While still under construction, Abstract Thought showcases Riley's transformation from a child into a young adult who can see beyond what's right in front of her.

Train of thought is an all-terrain choo-choo with a self-generating track that delivers daydreams, ideas and other thoughts to Headquarters. It's also used to transfer memories to different regions of Riley's mind. But take note: When Riley sleeps, so do the operators.

Designers went to a train museum to develop the look. They also consulted lifelong train enthusiast John Lasseter and his personal collections.

Riley's islands of personality are powered by core memories, which are memories of extremely significant times in Riley's life. Says Pete Docter, 'The Islands physically represent Riley's personality, which is what's at stake for Joy in the film. Core Memories are those things that you'll think about or remember on your deathbed. They are those big moments we all have that led us to be who we are."

Each Island defines a different aspect of Riley's personality:
Hockey Island
Friendship Island
Family Island
Goofball Island
Honesty Island

According to Eggleston, the islands are located an average of 7.3 miles away from Headquarters. 'Each island has a handful of iconic structures on it that had to read clearly to the audience," he says. 'They couldn't be too close or they would appear too large. And they couldn't be too far, or they wouldn't read. We had very little time to sell something visually."

Deep and spacious, the memory dump is a vast wasteland of faded and forgotten memories. Can't remember your locker combination to save your life? That's probably where it is.

Minnesota is home to Riley"at least before she and her family moves across the country. That's where she fell in love with hockey and where all of her friends live.

Pete Docter, who grew up in Minnesota, felt it would be a good representation of childhood. 'Even now when I go back, I'm surprised to be able to stand somewhere and see nothing on the horizon"no mountains or buildings cropping up. Yet weirdly, I get a feeling of being under a dome"it feels protected and safe."

The big move called for a series of detailed sets designed to transport Riley"and the audience"to a very different place. Says sets supervisor Robert Moyer, 'When they leave Minnesota, we see sunflowers, wheat fields, and an intersection shot, followed by shots of the mountains, the desert and Marin County. We show the Golden Gate Bridge, the Embarcadero, and one or two shots of Lombard Street. As they get close to their new home, we see Hyde Street – it's basically a 13-shot montage featuring a series of completely unique locations."

To Riley"and therefore to her Emotions"San Francisco represents the unknown, which triggers big reactions in Fear, Anger, Disgust and Sadness"while Joy scrambles to keep everyone at ease.

Filmmakers chose the city for its unique qualities. 'Instead of making it -Anytown U.S.A., we wanted to be specific," says Pete Docter. 'San Francisco is so picturesque."

But they were keen to portray the city"at least in part"from Riley's point of view. 'San Francisco is not home to Riley," says Berry. 'It feels like a little bit dirty and run-down. We didn't want it to feel like overly decrepit, but we did want to give the city a sense of lived-in history through the dirt and grunge."

Eggleston wanted to capture the rough, overlapping painting style of Disney's animated feature '101 Dalmatians" with textures in San Francisco. 'We didn't want to replicate the film," he says. 'But we utilized it to find a simplified way to replicate what we really see in the city"bricked-over windows, painted-over graffiti and muted, receding color that could be enhanced with the hazy, foggy light we were planning to implement."

How Do You Light A Lightbulb?
Lighting Team Makes Joy Pop, and Helps Define Two Worlds
Filmmakers couldn't wait to take moviegoers inside the mind of 11-year-old Riley"building a whole new world never before imagined. But the Mind World would be presented alongside the outside 'real" world, which presented a bit of a challenge. 'We had to figure out how to help viewers know when they're in each world," says Kim White, director of photography – lighting. 'Outside the mind, we used high key, low saturation and low contrast, while the look inside the mind is more theatrical. It's very saturated with tons of contrast. That makes it possible to recognize in an instant"as the film cuts back and forth"which world we're in."

But to support the story, Kim White and her team played with the general rule. For example, from the very beginning of the film, Riley is happy. Filmmakers opted to make the human world more saturated for those sequences"almost aligned with the Mind World. 'Then she moves to San Francisco and things change," says White. 'Things are no longer quite right for Riley. Her world becomes less saturated, while the Mind World stays really saturated. So there's an intentional disconnect."

According to Kim White, the team makes adjustments to the lighting in the Mind as Riley's world starts to fall apart. The Mind World begins to take on the lighting and colors of a gathering storm. The brooding, ominous feel to the lighting underscores the storyline, showcasing just how dire the situation has become. 'Of course we want our sets, our characters, our worlds to look appealing," says Kim White. 'But our number-one goal for every show is helping to support the story in a way that the audience feels, but probably never realises."

She Really Lights Up A Room
Perhaps the biggest challenge, however, when it came to lighting for 'Inside Out" was the optimist herself, Joy. Filmmakers felt that an Emotion that represents happiness should light up a room"literally. So Joy"who appears in nearly every sequence set in the Mind World"is actually a light source. 'The problem is that if you take a picture of a lightbulb," says White, 'it's just a flat bright thing. There's no definition. We wanted Joy's face to be round and appealing."

Angelique Reisch, who served as one of the lighting team's lead technical artists, was brought on early in the production to tackle the challenge. Angelique Reisch took her lead from production designer Ralph Eggleston and the art department. 'There was one pastel Ralph did early on that's absolutely stunning," she says. 'He created an inner glow that's really bright"brighter than her outer glow"and colored one side pink and one side white. It was beautiful."

The pastel inspired the team's use of hue versus value to achieve the desired shaping of Joy's features. The use of color"lightest yellows to richer oranges and even red"does for Joy what adjustments in value traditionally do for a character.

Joy as a light source presented some challenges that called for new technology. 'Inside Out" became the first film to employ the use of a geometry light. Says Angelique Reisch, 'Instead of using an erect light or a series of spheres, we actually took a piece of geometry and turned it into a light source. So in this case Joy is an actual light. And then we get really natural lighting: If she touches the paper it'll be bright where she makes contact."

Interestingly, Joy does not cast a shadow. Says Angelique Reisch, 'We came up with a different approach for her. The other Emotions receive light like any normal character would"master lighting from the set, plus some special lights for their glow and their volumes. But Joy has her own special rig, so she's emanating light onto them. And she doesn't receive light"like from the screen in Headquarters. Other sources of light don't affect her because she is the brightest source.

'But what I really like is when she's having a moment with another character like Sadness," continues Angelique Reisch. 'We can push her glow onto Sadness to say something about that relationship."

Like a good glass of champagne, Joy is also effervescent. Beneath the volume"those particles that make up the Emotions"is a body surface. 'We blended her surface shading to give her that effervescent look," says Angelique Reisch. 'We also came up with tools and lighting so the lighters could work with the hard-surface version of Joy versus the volume version. That made her faster to light."

Getting Emotional
Joy isn't the only Emotion who glows.
Sadness has her own blue glow"that may not be as bright as Joy's, says Reisch, but it's equally special.
Disgust and Fear also glow, but to a lesser extent. And Fear's single hair actually called for its own light.
Anger lacks glow, but lights up with fire when he's really mad.

Turning Music 'Inside Out"
Michael Giacchino Creates Intimate Score

'Inside Out" needed a soundtrack that captured the emotional spirit of the story, and director Pete Docter knew just the guy who could pull it off. 'Michael Giacchino has such talent and range"plus, he's a wonderfully collaborative guy," says Docter.

Michael Giacchino worked with Docter on 'Up" (garnering an Academy Award® for best original score) and also counts Disney•Pixar's films 'Cars 2," 'Ratatouille" and 'The Incredibles" among his credits. But, says the composer, 'Inside Out" was different. 'Pete [Docter] wanted the music to feel as if it was coming from the inside"from internal thoughts," says Giacchino. 'We were going for something atmospheric. Something that wasn't traditional film score."

According to the composer, the goal of the music mirrored the goal of the film. 'It had to feel emotional," says Michael Giacchino. 'I wasn't sure how I wanted it to sound, but I knew how I wanted it to feel. This film is personal."

Michael Giacchino, who"like Pete Docter"is Dad to a teenage daughter, prepared a 12-minute suite that captured that intimacy. Within the 12 minutes is a simple but timeless melody that the composer relates most to Joy. For Sadness, he employs instruments like a bass clarinet or a tuba"or piano for particularly emotional moments. 'She's not relegated to one instrument," says Michael Giacchino. 'None of the Emotions are. Feelings aren't a one-note thing"there's dimension and depth."

The score was recorded with a 70-piece orchestra with an organ and a rhythm section that consisted of guitars and a drummer. 'It was a bit quirky, orchestration-wise, but it all fits like a glove," says Michael Giacchino.

The director and composer first discussed the film's score at a construction site where Pete Docter was building a house. 'There were all these pieces of metal there at the site and my son asked if we could take them home," says Michael Giacchino. 'We started hitting them with different things and found that they had a nice sound, so we used them in the score. The guys in the percussion section played them with little metal tongs. You can hear it in the first cue"right after the memory ball comes down."

Michael Giacchino also toyed with giant cast iron molds used to make planters. 'When you hit them, they have this wonderful resonance to them. We recorded that and then reversed it, which just feels like memories coming to you. We tried a lot of fun things behind the scenes to add texture to the music.

'I had a lot of fun writing the music," continues Michael Giacchino. 'There's a 1930s jazzy section we wrote for the Forgetters, and we channel classic horror in the Subconscious. The film really goes all over the map musically, but what I love most about it is that we never forgot that it's an emotional story that's being told."

Inside Out
Release Date: June 18th, 2015