Top 10 Behind the Scenes Facts about the Making of Inside Out 2

Where the original film was directed by Pixar CCO Pete Docter, the sequel is being helmed by Kelsey Mann. Getting his start at Cartoon Network, Mann served as a storyboard artist on shows like “Foster’s Home for Imaginary Friends” and “My Gym Partner’s a Monkey.” He also worked on Disney’s “Ultimate Spider-Man” before landing at Pixar in 2013. In addition to serving as a story supervisor on “Monsters University,” Mann directed the tie-in short “Party Central.” Considering that Pete Docter directed the first “Monsters, Inc.,” Mann felt like he was following in his footsteps. Things have come full circle with Mann again picking up where Docter left off. Mann told Mamma’s Geekly, “There’s nobody’s feet I’d rather follow than that man.”

The first “Inside Out” visualized abstract locales like the Islands of Personality and Memory Dump. The sequel continues to expand upon this world within a world through new settings such as Riley’s Vault of Secrets, which utilizes 2D animation. The film most notably introduces Riley’s Belief System. This part of Riley’s brain sees her memories mature into beliefs. According to co-writer Dave Holstein, this idea stemmed from the original movie’s unused artwork. Building upon the concept of “the strings that grow from memories,” the area developed into a temple-like space with Riley’s beliefs resembling guitar strings. The beliefs can not only be seen, but also heard, providing a link for the emotions to connect with Riley “instrumentally,” as Holstein put it.

“Turning Red” stood out as Pixar’s first feature from an all-female creative team. While “Inside Out 2” isn’t without male leadership, more than half of the story team is comprised of women, according to producer Mark Nielsen. To get into 13-year-old Riley’s head, story artist Rebecca McVeigh recalls the team sitting around, sharing their most embarrassing stories from their early adolescence. They got many different perspectives with some crew members now in their 20s and others in their 60s. Meg LeFauve, who received an Oscar nomination for co-writing the first “Inside Out,” also returned to scribe the script with Dave Holstein. The story team isn’t the only department strong in female voices with Andrea Datzman being the first woman to compose a Pixar feature.

Just because a certain scene isn’t vibing with the rest of the picture doesn’t mean it’s easy to remove. Among the ideas pitched for “Inside Out 2” was Procrastination Land, an area that’s under construction… and always will be. Workers would be lazing around, asking, “Hey, should we start building this land today?” Looking at their phones, they decide to get around to it later. As much as Kelsey Mann loved this gag, the crew “couldn’t fit it in a natural way.” Mann found that the joke slowed the momentum down, which is essentially the point of procrastination. Even so, Mann felt it wasn’t worth bringing the story to a halt for one funny moment, although he’s determined to make Procrastination Land a reality somehow.

While five new emotions are introduced, Kelsey Mann wanted to emphasize Anxiety, something every teenager can relate to. As such, finding Anxiety’s voice would be among the most crucial casting decisions. Mark Nielsen informed Mann that actress Maya Hawke was available to audition, but it would be during his family vacation to Disney World. In the middle of his trip, Mann was taken behind EPCOT’s Mexico Pavilion to a Disney office where he spoke to Hawke via Zoom. Mann was so touched by Hawke’s audition that he practically broke out in tears. Before returning to his family, Mann called Nielsen, saying, “Oh my God, she’s perfect.” Good thing he was in Disney World because this probably would’ve been harder to arrange at Universal Studios.

Amy Poehler was reportedly offered $5 million plus bonuses to reprise her role as Joy, which she happily accepted. The other returning players were supposedly only promised $100,000 each with no additional fees. Phyllis Smith and Lewis Black agreed to return as Sadness and Anger, respectively. As for Disgust and Fear, Mindy Kaling and Bill Hader chose not to sign on with the proposed salaries being cited as the main point of contention. Fear will now be voiced by Tony Hale, who previously voiced Forky in “Toy Story 4.” Liza Lapira is also joining the Pixar family as the voice of Disgust. Discussing bringing back the original cast, Mark Nielsen said, “It doesn't always work out,” going to praise the new and old voices.

One advantage of doing a sequel is resurrecting ideas that went unused in the previous film. For example, in the original “Inside Out,” there was going to be a room where Anger could let off steam when he lost his cool. The scene didn’t make the finished film, but the door to Anger’s intended steam room did. In “Inside Out 2,” it’s been repurposed as the door that the new emotions bust through. Speaking of which, the writers brainstormed up to 27 emotions while developing the first film, including Surprise, Pride, and Trust. While they narrowed the list to five, “Inside Out 2” makes way for Anxiety, Envy, Ennui, Embarrassment, and Nostalgia. Who knows who’ll pop up if we ever get to “Inside Out 3!”

Although five new emotions have been confirmed for “Inside Out 2,” Mann initially envisioned nine entering Riley’s head. Awe, Guilt, Jealousy, Schadenfreude, and Shame were all seriously considered, yet they were dropped from the main plot. The story team had an especially hard time shaping Shame into a redeemable character with Mann saying, “It was not fun to watch.” The Shame Wizard would likely agree. Despite being removed, echoes of a few characters can still be found in the film. Characteristics of Jealousy would be passed on to Envy, both being cut from the same cloth. Guilt was going to lug around a luggage cart of emotional baggage. That baggage has been passed on to Anxiety and it’s still a lot to sort through.

To authentically capture Riley’s anxiety, the film’s camera team drew inspiration from various references. Among them was the Adam Sandler thriller “Uncut Gems,” easily one of the most stressful cinematic experiences of recent memory. Just as the Safdie brothers made the audience feel like they were part of the action as the walls closed in on Sandler’s character, the “Inside Out 2” crew aimed to convey a similar sensation with a mix of wide angles, close-ups, and handheld camera tricks. Inspired by Darius Khondji’s cinematography, director of photography Adam Habib told IndieWire that Pixar “developed these two camera languages for cranes and dolly shots inside Riley’s mind and more hand-held shots outside her mind in the human world.”

We’re all familiar with Pixar’s Brain Trust, but “Inside Out 2” owes much of its development to Riley’s Crew. This was the name attributed to a group of teenage girls who followed the film’s evolution, returning to Pixar every four months to provide feedback. Riley’s Crew consisted of nine girls between the ages of 13 and 19, although some of them have entered their 20s since then. Their contributions went beyond making simple suggestions. They offered detailed notes that Kelsey Mann compared to a book report. Like Mann, Riley’s Crew was disappointed that Procrastination Land ultimately wasn’t included. Nevertheless, this team helped to ensure Riley’s interactions with her friends, peers, and emotions remained genuine to the teenage experience.