НАЗВАНИЕ: Inside Out (2015)
ГОД: 2015
СЦЕНАРИСТ: Pete Docter, Meg LeFauve, and Josh Cooley
ИСТОЧНИК: ScriptSlug (PDF) — https://www.scriptslug.com/script/inside-out-2015
URL: https://assets.scriptslug.com/live/pdf/scripts/inside-out-2015.pdf
СКАЧАНО: 2026-10-12 11:49
ПРИМЕЧАНИЕ: текст чужой, для личного изучения. Не распространять. Не исполнять.
======================================================================

   INSIDE OUT




original story by

   Pete Docter
Ronnie Del Carmen



 Screenplay by

  Pete Docter
  Meg LeFauve
  Josh Cooley
BLACK.

                     JOY (V.O.)
           Do you ever look at someone and
           wonder, “What is going on inside
           their head?” Well, I know. I know
           Riley’s head.

WHITE.   FADE IN...


INT. HOSPITAL - DAY

A newborn baby swaddled in a blanket, held by her parents.
Push in... and ZOOM IN TO HER HEAD.


INT. HEADQUARTERS

Out of the blackness steps a glowing figure. This is JOY. The
room is black except for a bright CONSCIOUSNESS SCREEN.

                      JOY
           Hmm?

In front of Joy is a single large BUTTON. She pushes it.


INT. HOSPITAL - CONTINUOUS

The baby gurgles and wiggles happily.

                     JOY (V.O.)
           And there she was...


INT. HEADQUARTERS - CONTINUOUS

ON THE CONSCIOUSNESS SCREEN:

                     MOM
           Hello, Riley.

                     DAD
           Oh look at you. Aren’t you a little
           bundle of joy?

A GOLDEN GLOWING SPHERE rolls from behind the screen. It’s a
MEMORY of what we just saw: Mom and Dad cooing at Riley.

                      JOY
           Whoa.
INSIDE OUT                                                          2.

    Joy rolls the memory on its track, illuminating the room. She
    turns back to the button and pushes it again.


    INT. HOSPITAL - CONTINUOUS

    Baby Riley gurgles happily.

                         JOY (V.O.)
              It was amazing. Just Riley and me,
              forever...


    INT. HEADQUARTERS - CONTINUOUS

    Baby Riley CRIES.

                        JOY (V.O.)
              ...for 33 seconds.

    Joy looks to her side. There’s a new, droopy, blue character
    touching the button.

                        SADNESS
              I’m Sadness.

                        JOY
              Oh, hello. I’m Joy.

    Joy tries to muscle past Sadness to press the button.

                        JOY (CONT’D)
              Can I just... if you could... I
              just want to fix that. Thanks.

    The two struggle.

                        JOY (V.O.)
              And that was just the beginning.
              Headquarters only got more crowded
              from there.


    INT. MINNESOTA HOUSE - DAY

    Riley, now age 3, barrels through the house pulling a wagon.


    INT. HEADQUARTERS

    ON THE SCREEN: Riley’s POV as she runs through the house.
    Fear “supervises” Joy, who drives.
INSIDE OUT                                                   3.

                        FEAR
              Very nice. Okay, looks like you got
              this. Very good, sharp turn...

    Riley approaches a POWER CORD on the ground.

                        FEAR (CONT’D)
              Ahh! Look out!!! No!

    Fear leaps to the console.

                        JOY (V.O.)
              That’s Fear. He’s really good at
              keeping Riley safe.


    INT. MINNESOTA HOUSE - CONTINUOUS

    Riley stops. She cautiously steps over the power cord.

                        FEAR (O.S.)
              Easy... we’re good! We’re good.


    INT. HEADQUARTERS

    A fear memory (purple) rolls in.

                        JOY/SADNESS
              Whew!/Nice job.

                        FEAR
              Thank you! Thank you very much.

    Joy jumps back into driving position.

                        JOY
              And we’re back!


    INT. MINNESOTA HOUSE - CONTINUOUS

    Riley continues her sprint through the house.

    Suddenly she’s picked up.


    INT. KITCHEN - CONTINUOUS

    PLOP into highchair. Bib. Tray. Bowl.

                        DAD
              Here we go. Alright, open.
INSIDE OUT                                                  4.

    Dad lifts a spoonful of food to Riley’s mouth.


    INT. HEADQUARTERS

                        JOY
              Hmm. This looks new.

                        FEAR/SADNESS
              Do you think it’s safe?/What is it?

    ON THE SCREEN: a spoonful of broccoli.

    DISGUST enters.

                        DISGUST
              Okay, caution! There is a dangerous
              smell, people. Hold on, what is
              that?

                        JOY (V.O.)
              This is Disgust. She basically
              keeps Riley from being poisoned,
              physically and socially.

                        DISGUST
              That is not brightly colored or
              shaped like a dinosaur... Hold on
              guys... It’s broccoli!

    Disgust GAGS and pulls a lever.


    INT. KITCHEN

                        YOUNG RILEY
              Yucky!

    Riley swats the broccoli.   It flies into Dad’s face.


    INT. HEADQUARTERS

    A disgust memory (green) rolls in.

                        DISGUST
              Well, I just saved our lives. Yeah.
              You're welcome.
INSIDE OUT                                                         5.

    INT. KITCHEN

                        DAD
              Riley, if you don’t eat your dinner,
              you’re not going to get any dessert.


    INT. HEADQUARTERS

    ANGER looks up from reading his newspaper.

                        ANGER
              Wait. Did he just say we couldn’t
              have dessert?

                        JOY (V.O.)
              That’s Anger. He cares very deeply
              about things being fair.

                        ANGER
              So that’s how you want to play it,
              old man? No dessert? Oh, sure,
              we’ll eat our dinner, right after
              YOU eat this! GrrrraaaAAHH!!!!

    Anger takes the controls as FLAMES blast out of his head. An
    anger memory (red) rolls in.


    INT. KITCHEN

    Riley throws a fit. Dad distracts her.

                         DAD
                  (’flying’ the spoon)
              Hey, Riley, Riley, here comes an
              airplane!


    INT. HEADQUARTERS

    Anger stops screaming.

                         ANGER
              Oh, airplane. We got an airplane,
              everybody.

                          DISGUST/FEAR/SADNESS/JOY
              Ohh!/Ahh!


    INT. KITCHEN

    Dad “lands” the food into Riley’s smiling mouth.
INSIDE OUT                                                          6.

    INT. HEADQUARTERS

    A happy memory (golden) rolls in.

    The others leave Joy alone at the console with Sadness.

                        JOY (V.O.)
              And you’ve met Sadness. She...
              well, she...

    FLASH CUTS of Riley crying: broken toy, spilled ice cream,
    tantrum in the supermarket, wanting out of her car seat.

                        JOY (V.O.)
              I’m not actually sure what she
              does. And I’ve checked, there’s no
              place for her to go, so she’s good,
              we’re good. It’s all great!

    Sadness exits. Joy turns to the wall of golden memories.

                        JOY (V.O.)
              Anyway! These are Riley’s memories--
              and they’re mostly happy, you’ll
              notice, not to brag.

    She inspects one of the golden memories: Riley and her friend
    MEG (both age 3) going down a slide. She REWINDS it,
    relishing the happy moment.

                        JOY (V.O.)
              But the REALLY important ones are
              over here. I don’t want to get too
              technical, but these are called
              CORE MEMORIES.

    Joy pops up the CORE MEMORY HOLDER. Inside are five intensely
    bright golden memories.

                        JOY (V.O.)
              Each one came from a super-
              important time in Riley’s life.
              Like when she first scored a goal?
              That was so amazing!


    EXT. MINNESOTA LAKE, WINTER - DAY

    Two-and-a-half-year-old Riley shoots a hockey puck across the
    ice. She trips and accidentally scores a goal.
INSIDE OUT                                                          7.

                         MOM/DAD
                  (cheering)
              Heeey! Would you look at that?! We
              got a future center here!


    INT. HEADQUARTERS

    A super-bright CORE MEMORY rolls in.

    It rolls to the Core Memory Holder. Clicking into position,
    a LIGHTLINE shoots out. The Emotions follow it to the back
    window and watch a new ISLAND OF PERSONALITY form.

                        JOY (V.O.)
              And each core memory powers a
              different aspect of Riley’s
              personality. Like Hockey Island!

    Five ISLANDS OF PERSONALITY float in space, miles from
    Headquarters, connected by LIGHTLINES -- their power sources.

                        JOY (V.O.)
              Goofball Island is my personal
              favorite.


    INT. MINNESOTA LIVING ROOM - NIGHT

    Toddler Riley runs naked from the bathroom, underpants on her
    head, laughing wildly. Dad chases her with a towel.

                        DAD
              Come back here, you little monkey!


    INT. HEADQUARTERS

    Goofball Island activates: lights, movement, etc.


    INT. MINNESOTA LIVING ROOM

    Naked Riley does the goofy dance on the sofa.


    INT. HEADQUARTERS

                        JOY (V.O.)
              Yup, Goofball is the best! Friendship
              Island is pretty good too.

    Joy looks at FRIENDSHIP ISLAND.
INSIDE OUT                                                        8.

    EXT. SIDEWALK - DAY

    Riley and Meg walk leg over leg, arms linked, laughing.


    INT. HEADQUARTERS

    Joy inspects Honesty Island.

                        JOY (V.O.)
              Oh, I love Honesty Island! And
              that's the truth!


    INT. MINNESOTA HOUSE - DAY

    A guilty Riley stands by a broken plate.   She reveals a
    HAMMER from behind her back.


    INT. HEADQUARTERS

    Joy examines Family Island.

                        JOY (V.O.)
              And, of course, Family Island is
              amazing.


    EXT. MINNESOTA KITCHEN TABLE - DAY

    The family decorate cookies together. Riley stuffs one into
    Dad's mouth.


    INT. HEADQUARTERS

    The Emotions look out over the Islands of Personality.

                        JOY (V.O.)
              The point is, the Islands of
              Personality are what make Riley...
              Riley!


    INT. BATHROOM

    Riley splashes in the bathtub.

                        YOUNG RILEY
              Look out, mermaid!
INSIDE OUT                                                        9.

    INT. MINNESOTA LIVING ROOM

    Riley climbs the couch. She looks at the floor.


    INT. HEADQUARTERS

    Joy projects an IMAGINATION of LAVA onto the screen.


    INT. MINNESOTA LIVING ROOM

                           YOUNG RILEY
              Lava!

    Riley jumps from couch to chair to avoid the lava.


    INT. MINNESOTA HOUSE

    Riley draws. Pull back to reveal she’s drawing on the wall.

                         YOUNG RILEY
                  (singing)
              Who’s your friend who likes to
              play? Bing Bong, Bing Bong...


    EXT. MINNESOTA LAKE - DAY

    Six-year-old Riley skates across the ice backwards.

                        MOM/DAD
              Hey! Very nice! Where did you learn
              that?


    INT. HEADQUARTERS

    Joy skates around the room, in sync with Riley.


    EXT. MINNESOTA FRONT STEPS - DAY

    Riley and Meg slurp frozen drinks. Riley grimaces: ice
    headache!


    INT. HEADQUARTERS

                        FEAR
              Brain freeze!

    The Emotions scream as Headquarters freezes over.
INSIDE OUT                                                       10.

    EXT. MINNESOTA LAKE - DAY

    A kids’ hockey game. Riley takes a shot and scores!


    INT. HEADQUARTERS

                        JOY
              Yaaay!


    INT. RILEY’S MINNESOTA BEDROOM - NIGHT

    Parents tuck Riley into bed and turn off the light.

                        DAD
              Good night, kiddo!

                        RILEY
              G’night, Dad.

    She looks up at the stars on her ceiling and falls asleep.


    INT. HEADQUARTERS

    Joy watches the screen go DARK. She inspects the shelves
    mostly populated with GOLDEN MEMORIES.

                        JOY
              And... we’re out. That’s what I’m
              talking about: another perfect day!
              Nice job everybody! Let’s get those
              memories down to Long Term.

    Joy pulls a lever. Memories cascade down the shelves.

                        FEAR
              All right, we did not die today! I
              call that an unqualified success.

    The memories pachinko down the shelves and up a tube. Joy
    runs to the back window to watch them glide through the
    distant tubes towards Long-Term Memory like falling stars.

                        JOY (V.O.)
              And that’s it! We love our girl.
              She’s got great friends and a great
              house. Things couldn’t be better.
              After all, Riley’s 11 now. What
              could happen?

                                                      CUT TO:
INSIDE OUT                                                           11.

    EXT. MINNESOTA HOUSE FRONT YARD - DAY

    Moving sign: Sold!


    INT. HEADQUARTERS

                          JOY
              Wha...?

                        SADNESS/FEAR/ANGER/DISGUST
              AIIIIIGHH!!!


    EXT. DRIVEWAY - DAY

    SLAM! A packed car hatchback closes.


    INT. HEADQUARTERS

                          JOY
              Huh?

                        SADNESS/FEAR/ANGER/DISGUST
              AIIIIIGHH!!!


    EXT. MINNESOTA STREET - DAY

    VROOM! A moving van drives away.


    INT. HEADQUARTERS

                        JOY
              OK, not what I had in mind.

                        SADNESS/FEAR/ANGER/DISGUST
              AIIIIIGHH!!!


    EXT. AMERICAN HIGHWAYS

    A SERIES OF SHOTS: the family car drives across America.   The
    car passes corn fields and rolling hills.

    TITLE CARD: A PIXAR ANIMATION STUDIOS FILM

    Riley sleeps in the back seat. The car zips around a
    mountain curve, down a desert highway.

    Riley looks out the back window.
INSIDE OUT                                                          12.

    The car emerges from a tunnel onto the GOLDEN GATE BRIDGE.

    TITLE CARD: INSIDE OUT

    The car drives across the bridge. Riley looks out the window.

                         JOY (V.O.)
              Hey look! The Golden Gate Bridge!
              Isn’t that great?! It’s not made
              out of solid gold like we thought,
              which is kind of a disappointment,
              but still!

    The car drives past the Ferry Building.


    INT. HEADQUARTERS

                        FEAR
              I sure am glad you told me
              earthquakes are a myth, Joy.
              Otherwise I’d be terrified right
              now!

    Everyone eyes each other behind Fear’s back.

                        JOY
              Uh... yeah.


    EXT. LOMBARD STREET - DAY

    The car is stuck in traffic. Cars HONK and people YELL.


    INT. HEADQUARTERS

                        ANGER
              These are my kind of people!


    EXT. MARKET STREET - DAY

                        DAD
              All right, just a few more blocks.
              We’re almost to our new house!


    INT. HEADQUARTERS

                        ANGER
              Step on it, Daddy!
INSIDE OUT                                                       13.

                          DISGUST
                Why don't we just live in this
                smelly car? We've already been in
                it forever.

                          JOY
                Which, actually, was really lucky,
                because that gave us plenty of time
                to think about what our new house
                is going to look like! Let’s review
                the top five daydreams.

    Joy plugs in DAYDREAMS showing fantasy houses: tree house,
    water-slide house, etc.

                          FEAR
                Ooh! That looks safe!

                          JOY
                Ohh, this is will be great for
                Riley! Oh, no, no, no, THIS one.

    A gingerbread house.

                          DISGUST (O.S.)
                Ugh, Joy. For the last time, she
                cannot live in a cookie.

    A castle.

                          ANGER
                THAT’S the one! It comes with a
                dragon!


    EXT. SAN FRANCISCO HOUSE - DAY

                          JOY (O.S.)
                Now we’re getting close, I can feel
                it. Here it is, here’s our new
                house... and...

    The car stops and Riley steps out.

    REVEAL: a run-down Victorian. Nothing like the daydreams.


    INT. HEADQUARTERS

    Everyone looks slackjawed.

                          JOY
                Maybe it’s nice on the inside.
INSIDE OUT                                                     14.

    INT. SAN FRANCISCO HOUSE - CONTINUOUS

    Riley steps inside. The room is dark, dusty, uninviting.

                        ANGER (V.O.)
              We’re supposed to live here?

                        SADNESS (V.O.)
              Do we have to?

                        DISGUST (V.O.)
              I’m telling you, it smells like
              something died in here.


    INT. HEADQUARTERS

    A disgust memory rolls in.

                        FEAR
              Can you die from moving?

                         JOY
              Guys, you’re overreacting. Nobody
              is dying--

                        DISGUST
              A DEAD MOUSE!!!

    ON THE SCREEN: A dead mouse in the corner.

                        DISGUST (O.S.) (CONT’D)
              I’m gonna be sick...

                        ANGER (O.S.)
              Great, this is just great.

                        FEAR (O.S.)
              Ahhhhh!! It’s the house of the
              dead! What are we gonna do?! We’re
              gonna get rabies!!!

    Fear jumps into Anger’s arms. Anger fires up the flames.

                        ANGER
              GET OFFA ME!!!

    Fear runs around on fire. Joy puts him out with a fire
    extinguisher.

                        JOY
              Hey, hey, hey, all through the
              drive Dad talked about how cool our
              new room is. Let’s go check it out!
INSIDE OUT                                                15.

                        FEAR/ANGER/DISGUST (O.S.)
              You’re right, Joy/Yeah!/That’s
              right!/Yes, yes, yes!


    INT. SAN FRANCISCO HOUSE

    Riley dashes up the stairs.


    INT. RILEY’S ROOM - CONTINUOUS

    It’s tiny. Depressing.

                        FEAR/DISGUST/ANGER (O.S.)
              No, no, no, no, no./I’m starting to
              envy the dead mouse./Get out the
              rubber ball, we’re in solitary
              confinement.


    INT. HEADQUARTERS

                        SADNESS
              Oh, Riley can’t live here.

                   ANGER                           FEAR
    She's right.                     Really bad.

               DISGUST                           ANGER
    It’s the worst. It’s             This house stinks.
    absolutely the worst.

    Memories roll in: anger, disgust, fear.

                        JOY
              Hey, it’s nothing our butterfly
              curtains couldn’t fix. I read
              somewhere that an empty room is an
              opportunity.

                        ANGER
              Where did you read that?

                        JOY
              It doesn’t matter. I read it and
              it’s great. We’ll put the bed
              there. And the desk over there...

    Joy projects an IMAGINATION of Riley’s furniture.

                        FEAR
              The hockey lamp goes there...
INSIDE OUT                                                          16.

                ANGER                             DISGUST
    Put the chair there.              Well, the trophy collection
                                      goes there.

                 SADNESS                           FEAR
    Posters...                        Stars! I like that.

                           JOY
                 Now we’re talking! Let’s go get our
                 stuff from the moving van!


    INT. SAN FRANCISCO HOUSE - DAY

    Riley dashes down the stairs as Mom and Dad enter the house.
    Dad is on the phone.

                            DAD
                 Alright. Goodbye.
                     (hangs up; to Mom)
                 Well, guess what? The moving van
                 won’t be here until Thursday.

                           MOM
                 You’re kidding.


    INT. HEADQUARTERS

                           FEAR
                 The van is lost?! This is the worst
                 day ever!

    ON THE SCREEN: Mom and Dad ARGUE.

                 MOM                               DAD
    You said it would be here         I know that’s what I said.          *
    yesterday!                        That’s what they told me!

                           FEAR (O.S.)
                 Mom and Dad are stressed out!

                           FEAR/ANGER/DISGUST/SADNESS
                 They’re arguing!/What are we going
                 to do?/This is so stressful./What
                 is their problem?

    Joy runs to storage and grabs what looks to be a LIGHTBULB.

                           JOY
                 I’ve got a great idea!

    She clicks the IDEA into the console.
INSIDE OUT                                                         17.

    INT. SAN FRANCISCO LIVING ROOM - DAY

    Riley’s face lights up. Riley grabs her hockey stick. Puts a
    wad of paper in play.

                 MOM                             DAD
    Did you even read the           Honey, you act like this is
    contract?                       my fault--                           *

                        RILEY
              Andersen makes her move. She's
              closing in!

                         DAD
                  (grabbing a broom)
              Hey! Oh, no you’re not!

                        RILEY
              She’s lining up for the shot!

                        DAD
              Coming behind you! Watch out!

    She slides past him. Knocks the “puck” into the fireplace.

                        RILEY
              She shoots and she scores! Yeah!


    INT. HEADQUARTERS

    The Emotions cheer. Out the back window, Family Island runs.


    INT. SAN FRANCISCO LIVING ROOM - CONTINUOUS

                         RILEY
                  (taunting Mom)
              Come on, Grandma!

                        MOM
              Ha! “Grandma?”


    INT. HEADQUARTERS

                         JOY
              Uh-oh, she put her hair up, we’re
              in for it!
INSIDE OUT                                                          18.

    INT. SAN FRANCISCO LIVING ROOM

    They all play hockey, Mom using a pillow to guard the “goal.”
    Dad picks her up to shoot past her.

                         MOM
                  (laughing)
              Woo! Hey, put me down!

    Dad scoops up Riley, too. Riley giggles.


    INT. HEADQUARTERS

    A happy memory rolls in. Joy’s back in charge.


    INT. SAN FRANCISCO LIVING ROOM

    Dad’s cell phone beeps.

                         DAD
              Ugh. Sorry, hold on, hold on.
                  (answers)
              Hello?


    INT. HEADQUARTERS

                        JOY
              Wait. Wha--?


    INT. SAN FRANCISCO LIVING ROOM

                         DAD
              You’re kidding. All right. Stall
              for me, I’ll be right there.
                  (hangs up)
              The investor’s supposed to show up
              on Thursday, not today! I gotta go.


    INT. HEADQUARTERS

    Joy is disappointed.


    INT. SAN FRANCISCO LIVING ROOM

                        MOM
              It's okay. We get it.
INSIDE OUT                                            19.

                         DAD
              You’re the best. Thanks, Hon.
                  (to Riley, as he leaves)
              See you, Sweetie.


    INT. HEADQUARTERS

                        FEAR
              Dad just left us.

                        SADNESS
              Oh, he doesn’t love us anymore.
              That’s sad. I should drive, right?

    JOY BLOCKS HER.

                        SADNESS (CONT’D)
              Joy? What are you doing?

                         JOY
              Uh, just uh, gimme one second...
              You know what I’ve realized? Riley
              hasn’t had lunch!
                  (takes a memory off the
                   wall and plays it)
              Remember?

    MEMORY: A PIZZA SHOP.


    INT. SAN FRANCISCO LIVING ROOM

                        RILEY
              Hey I saw a pizza place down the
              street. Maybe we could try that?

                        MOM
              Pizza sounds delicious!


    INT. HEADQUARTERS

                        FEAR/ANGER/DISGUST
              Yeah!/Pizza!/Good idea, Joy.

    Joy smiles.


    INT. PIZZA PLACE - DAY

    Riley and Mom get their pizza. On it: broccoli.
INSIDE OUT                                                          20.

    INT. HEADQUARTERS

                        FEAR/JOY/DISGUST
              What the HECK IS THAT?!/Who puts
              broccoli on pizza?/That’s it. I’m
              done.

                        ANGER
              Congratulations, San Francisco,
              you’ve ruined pizza! First the
              Hawaiians, and now YOU!


    EXT. SAN FRANCISCO STREET - LATER

    Mom and Riley walk home. Riley looks disappointed.

                        MOM
              What kind of a pizza place only
              serves one kind of pizza? Must be a
              San Francisco thing, huh?


    INT. HEADQUARTERS

    Joy glances at the wall of multi-colored memories. She sighs:
    things are not going well.


    EXT. SAN FRANCISCO STREET - CONTINUOUS

                        MOM
              Still, it’s not as bad as the soup
              at that diner in Nebraska.

                        RILEY
              Oh yeah. The spoon stood up in the
              soup by itself! That was
              disgusting.


    INT. HEADQUARTERS

    Joy looks out the back window. Family Island is going.

                        JOY
              Oh good. Family is running.


    EXT. SAN FRANCISCO STREET

                        MOM
              The drive out was pretty fun, huh?
              What was your favorite part?
INSIDE OUT                                                         21.

    INT. HEADQUARTERS

                        ANGER
              Spitting out the car window!

                        DISGUST
              Definitely not when Dad was
              singing.

                        FEAR
              Wearing a seat belt!

                        JOY
              What about the time with the
              dinosaur!

    Joy pulls up a memory.

                        SADNESS/FEAR/ANGER/DISGUST
              Yeah./Yup./That’s the one.

    ON THE SCREEN: Riley and Mom pose in front of a roadside
    cement dinosaur in Vernal, Utah.

                        DAD (ON SCREEN)
              Say cheese!

    Behind Dad, the car rolls down the hill. No brakes!

                        RILEY (ON SCREEN)
              Dad! Dad! Look behind you.

                        MOM (ON SCREEN)
              Honey. The car! The car!

                         DAD (ON SCREEN)
              Hold still. Huh?
                  (runs off after the car)
              Stoooop! No no no nononono!!

    Stegosaurus tail through the back window. The family laughs.

    Enjoying the memory, Joy and the others chuckle.

                        FEAR
              Nice one, Joy.


    EXT. SAN FRANCISCO STREET

                         RILEY
                  (smiling)
              I liked that time at the dinosaur.
              That was pretty funny.
INSIDE OUT                                                          22.

    INT. HEADQUARTERS

    Joy’s cheer is cut short when the dinosaur memory TURNS BLUE.


    EXT. SAN FRANCISCO STREET - DAY

    Riley’s smile fades.


    INT. HEADQUARTERS

                        JOY
              Wait. What? What happened?

    Joy looks back. Sadness is touching the memory.

                        FEAR
              She did something to the memory.

    Joy tries to fix the memory.

                        JOY
              What did you do?

                        SADNESS
              I just touched it.

                        JOY
              That shouldn’t make it change.

                        FEAR
              Change it back, Joy!

    Joy rubs it, but the memory stays blue.

                        JOY
              I’m trying.

                        ANGER
              You can’t change it back?

                        JOY
              No, I guess I can’t!

                        DISGUST
              Good going Sadness. Now when Riley
              thinks of that moment with Dad,
              she’s gonna feel sad. Bravo.

                        SADNESS
              I’m sorry Joy... I don’t really
              know-- I thought maybe, if you-- if
              I-- if... I mean...
INSIDE OUT                                                        23.

                        DISGUST
              Joy, we've got a stairway coming up.


    EXT. SAN FRANCISCO STREET - DAY

    Riley runs towards a stairway and handrail.


    INT. HEADQUARTERS

                        JOY
              Just don’t touch any other memories
              until we figure out what’s going on.

                        SADNESS
              Okay.

                         JOY
                  (stepping up to controls)
              Alright. Get ready, this is a
              monster railing, and we are riding
              it all the way down!


    EXT. SAN FRANCISCO STREET - CONTINUOUS

    Riley sits on the railing, ready to slide.


    INT. HEADQUARTERS

    Joy looks back: GOOFBALL ISLAND is whirring like crazy.


    EXT. SAN FRANCISCO STREET

    Riley goes to slide... but hops off and walks down instead.


    INT. HEADQUARTERS

                        JOY
              Wait, what? What happened?

    Suddenly a CORE MEMORY ROLLS up to Joy’s feet.

                        FEAR
              A core memory!

                        JOY
              Oh no!
INSIDE OUT                                                          24.

    Out the back window, GOOFBALL ISLAND GOES DARK. Joy rushes to
    the Core Memory Holder.

                        JOY (CONT’D)
              Sadness! What are you doing?

                        SADNESS
              It looked like one was crooked so I
              opened it and then it fell out!

    Joy pops the memory back in. GOOFBALL ISLAND comes back on.


    EXT. SAN FRANCISCO STREET

    Riley jumps back on the railing and slides down.

                         RILEY
              Woo hoo!


    INT. HEADQUARTERS

                        SADNESS
              It’s just that... I wanted to maybe
              hold one.

    She reaches out to touch one, AND IT STARTS TO GO BLUE.

                         FEAR
              JOY!

    Joy pushes Sadness away before she can touch it.

                        JOY
              Whoa, whoa, whoa!

    The core memory TURNS BACK TO YELLOW.

                        JOY (CONT’D)
              Sadness! You nearly touched a core
              memory. And when you touch them, we
              can’t change them back!

                        SADNESS
              I know. I’m sorry. Something’s
              wrong with me. It’s like I’m having
              a breakdown.

                        JOY
              You are not having a breakdown.
              It’s stress.
INSIDE OUT                                                       25.

                        SADNESS
              I keep making mistakes like that.
              I’m awful...

                        JOY
              Nooo, you’re not.

                        SADNESS
              ...and annoying.

                        JOY
              Well... uh... You know what? You
              can’t focus on what’s going wrong.
              There’s always a way to turn things
              around, to find the fun!

                        SADNESS
              Yeah. Find the fun. I don’t know
              how to do that.

                        JOY
              Okay. Well, try think of something
              funny!

    Long pause.

                        SADNESS
              Oh! Remember the funny movie where
              the dog dies?

                         JOY
              Yeah, that’s not...
                  (tries another approach)
              What about that time with Meg, when
              Riley laughed so hard milk came out
              of her nose? I mean come on...

    INSERT: Riley spitting milk out of her nose, Meg laughing.

                        SADNESS
              Yeah, that hurt. It felt like fire.

                        JOY
              Okay, okay, don’t think of that.
              Let’s try something else. What are
              your favorite things to do?

                        SADNESS
              My favorite? Um, well, I like it
              when we’re outside.

                        JOY
              That’s good! Like there’s the beach
              and sunshine... Oh!
                        (MORE)
INSIDE OUT                                                        26.
                        JOY (CONT'D)
              Like that time we buried Dad in the
              sand up to his neck?

    INSERT: Riley at beach, Dad buried in sand.

                        SADNESS (V.O.)
              I was thinking more like rain.

    INSERT: Riley stands in a downpour.

                        JOY
              Rain? Rain... is my favorite too!
              We can stomp around in puddles...

    INSERT: Riley happily jumps through puddles.

                        JOY (CONT’D)
              There’s cool umbrellas, lightning
              storms...

                        SADNESS (V.O.)
              More like when the rain runs down
              our back and makes our shoes soggy.
              And we get all cold and shivery...

    INSERT: Riley’s shoes fill with water. She looks miserable.

                        SADNESS
              ...and everything just starts
              feeling droopy...

    Sadness melts to the floor, crying.

                        JOY
              Oh, hey, hey... easy. Why are you
              crying? That’s really the opposite
              of what we’re going for here.

                        SADNESS
              Crying helps me slow down and
              obsess over the weight of life's
              problems.

                        JOY
              Ugh, you know what? Let’s think
              about something else. How about we
              read some mind manuals, huh? Sounds
              fun!

    She drags Sadness over to a shelf of technical manuals.

                        SADNESS
              I’ve read most of them.
INSIDE OUT                                                         27.

                        JOY
              Well have you read this one? This
              seems interesting: “Long-Term
              Memory Retrieval, Volume 47?”

                        SADNESS
              No.

                        JOY
              Ohhh! A real page turner!

                         SADNESS
                  (opens manual; reads)
              “Long-Term Memory Data Selection
              via channel sub-grouping?”

                        JOY
              See? Fun already! You lucky dog,
              you’re reading these cool things and
              I gotta go work. Life is so unfair.

    Joy walks away. But just as she thinks things are handled...
    DING! Another memory -- Disgust -- slides in. Joy groans.


    INT. SAN FRANCISCO HOUSE - NIGHT

    Riley hops down the stairs towards the living room.

                         DAD (O.S.)
                  (on phone)
              What can we do? We’ve only got
              capital to last a month, maybe two.
              If we can't find investors by then,
              we’re going to have to lay people
              off.

    Riley hears the stress in Dad’s voice.

                        RILEY
              Mom! Dad! Come kiss me g’night!

                        MOM
              Be right there!

                         DAD
                  (on phone)
              I know, I know! We’ve got to land
              this, okay?

    Riley heads back upstairs.
INSIDE OUT                                                        28.

    INT. RILEY’S ROOM - MOMENTS LATER

    Riley climbs into her sleeping bag.


    INT. HEADQUARTERS

                        FEAR
              Did you hear Dad? He sounded really
              upset.


    INT. RILEY’S ROOM

    STRANGE NOISES from outside. Headlights cast shadows on the
    wall. Riley looks scared.


    INT. HEADQUARTERS

                        FEAR
              What was that? Was it a bear? It’s
              a bear!

                         DISGUST
              There are no bears in San
              Francisco!

                        ANGER
              I saw a really hairy guy. He looked
              like a bear.

                        FEAR
              Oh, I’m so jumpy, my nerves are
              shot!

                        DISGUST
              Ew, I don’t want to hear about your
              nerves!

                        ANGER
              I’ll tell you what it is. This move
              has been a bust.

                        FEAR
              That’s what I’ve been telling you
              guys! There are at least 37 things
              for Riley to be scared of right now!

                        DISGUST
              The smell alone is enough to make
              her gag.
INSIDE OUT                                                 29.

                        ANGER
              I can’t believe Mom and Dad moved
              us here!

                        JOY
              Look, I get it. You guys have
              concerns. But we’ve been through
              worse! Tell you what: let’s make a
              list of all the things Riley should
              be HAPPY about!

                        ANGER
              Fine. Let’s see... this house
              stinks, our room stinks...

                        DISGUST
              Pizza is weird here...

                        SADNESS
              Our friends are back home...

                        FEAR
              And all of our stuff is in the
              missing van!

                        JOY
              Oh c’mon, it could be worse...

                        DISGUST
              Yeah, Joy. We could be lying on the
              dirty floor. In a bag.


    INT. RILEY’S ROOM

    Riley is lying on the dirty floor in a sleeping bag.


    INT. HEADQUARTERS

                        JOY
              Okay, I admit it, we had a rough
              start. But think of all the good
              things that--

                        ANGER
              No, Joy. There’s absolutely no
              reason for Riley to be happy right
              now. Let us handle this.

                        FEAR
              I say we skip school tomorrow and
              lock ourselves in the bedroom.
INSIDE OUT                                           30.

                        DISGUST
              We have no clean clothes. I mean,
              no one should see us.

                        SADNESS
              Yeah, we could cry until we can’t
              breathe.

                        ANGER
              We should lock the door and scream
              that curse word we know. It’s a
              good one!

                        JOY
              Now hold on! Look, we all have our
              off days. You know, I--

    ON THE SCREEN: Mom opens Riley’s bedroom door.

                          MOM
              Hi honey.

                        ANGER
              The Mom Bad News Train is pulling
              in! Toot toot!


    INT. RILEY’S ROOM

    Mom sits next to Riley.

                        MOM
              Still no moving van. Now they’re
              saying it won’t be here ‘til
              Tuesday, can you believe it?


    INT. HEADQUARTERS

                        ANGER
              Toot toot toot!


    INT. RILEY’S ROOM

                        RILEY
              Where’s Dad?

                        MOM
              On the phone. This new venture is
              keeping him pretty busy. Your dad’s
              a little stressed -- you know,
              about getting his new company up
              and running...
INSIDE OUT                                                           31.

    INT. HEADQUARTERS

                        ANGER
              I rest my case!

    Joy sighs. She falls back from the controls.    Anger steps up
    to the console.

                        ANGER (CONT’D)
              Now for a few well-placed withering
              scowls.


    INT. RILEY’S ROOM

                        MOM
              I guess all I really want to say
              is: thank you.


    INT. HEADQUARTERS

                        ANGER
              Huh?

    Anger drops the controls.


    INT. RILEY’S ROOM

                        MOM
              You know, through all this
              confusion you’ve stayed... well,
              you’ve stayed our happy girl!

    Mom brushes Riley’s cheek.

                        MOM (CONT’D)
              Your dad’s under a lot of pressure.
              But if you and I can keep smiling,
              it would be a big help. We can do
              that for him, right?


    INT. HEADQUARTERS

    Joy, smiling with renewed purpose, steps back to the console.

                        JOY
              Whoa! Well.
INSIDE OUT                                                            32.

    INT. RILEY’S ROOM

                         RILEY
                  (smiles)
              Yeah! Sure.

                         MOM
              What did we do to deserve you?
                  (kisses Riley)
              Sweet dreams.

                        RILEY
              Good night.


    INT. HEADQUARTERS

                        ANGER
              Well, you can’t argue with Mom.
              “Happy” it is.

                  FEAR                            DISGUST
    Team Happy!   Sounds great!        I’m totally behind you, Joy.


    INT. RILEY’S ROOM

    Riley goes to sleep.


    INT. HEADQUARTERS

    The screen goes black.

                        JOY
              Looks like we’re going into REM. I
              got Dream Duty, so I’ll take care
              of sending these to Long Term.
              Great day today, guys! Sleep well
              TEAM HAPPY!

    The team heads off to bed.

    Harp music plays.

                        JOY (CONT’D)
              Alright, what's on tonight, Dream
              Production?

    ON THE SCREEN: a DREAM COMES UP.

    The family FLIES happily through the air in the car. They
    land in front of the house--
INSIDE OUT                                                          33.

                        DAD
              Well, this is it. The new place.

    -- except it’s haunted! Organ music. Ghosts howling. The dead
    mouse rises up into frame.

                        MOUSE
              Come live with me, Riley!

    The mouse falls over, dead. A bear enters, holding a pizza.

                        PIZZA BEAR
              Somebody order a broccoli pizza?

    The pizza slices hop up and dance a jig.

                        PIZZA SLICE
              Eat me! I’m organic!


    INT. RILEY’S ROOM

    Riley frowns in her sleep.


    INT. HEADQUARTERS

                        JOY
              Ah, NO, who is in charge of
              programming down there?! I know I’m
              not supposed to do this, but...

    Joy ducks behind the console and REBOOTS it. The dream ends.


    INT. RILEY’S ROOM - NIGHT

    Riley still looks troubled.


    INT. HEADQUARTERS

                         JOY
              We are not going to end the day
              like this.

    Joy has a thought.   She recalls a memory.

    ON THE SCREEN: Riley ice skates with her parents.

    Joy watches, loving this kid. She shadows Riley, “skating”
    around headquarters.
INSIDE OUT                                                    34.

                        JOY (CONT’D)
              Don’t you worry. I’m gonna make
              sure that tomorrow is another great
              day. I promise.


    INT. RILEY’S ROOM - NIGHT

    Riley SMILES in her sleep.


    INT. KITCHEN - MORNING

    Riley excitedly snarfs down breakfast cereal.


    INT. HEADQUARTERS - MORNING

    Joy plays the accordion around Headquarters. The others
    appear, looking grumpy. Joy yells over the noise.

                        JOY
              Hello! Did I wake you?

                        ANGER
              DO you have to play that?

                        JOY
              Well, I have to practice. And I
              don’t think of it as playing so
              much as hugging.

    She tosses aside the accordion and runs off.

                         JOY (CONT’D)
              Okay, first day of school! Very,
              very exciting! I was up late last
              night figuring out a new plan. Here
              it is.
                  (to Fear)
              Fear! I need a list of all the
              possible negative outcomes on the
              first day at a new school.

                        FEAR
              Way ahead of you there. Does anyone
              know how to spell “meteor?”

                        JOY
              Disgust! Make sure Riley stands out
              today... but also blends in.
INSIDE OUT                                                         35.

                        DISGUST
              When I’m through, Riley will look
              so good the other kids will look at
              their own outfits and barf.

                         JOY
                  (addressing herself)
              Joy! Yes Joy? You’ll be in charge
              of the console, keeping Riley happy
              all day long. And may I add I love
              your dress, it’s adorable. Oh, This
              ol’ thing? Thank you so much, I
              love the way it twirls...

    TOOT TOOT! A TRAIN rushes by outside.

                        JOY (CONT’D)
              Train of Thought! Right on
              schedule.

    The engineer waves from the cab and drops off a large bag.

                        JOY (CONT’D)
              Anger! Unload the daydreams. I
              ordered extra in case things get
              slow in class.

                        ANGER
              Might come in handy, if this new
              school is full of boring useless
              classes, which it probably will
              be...

    Sadness walks by. Joy stops her.

                        JOY
              Oh - Sadness! I have a super
              important job just for you.

                           SADNESS
              Really?

                        JOY
              Mmm-hmmm. Follow me.

                                                      CUT TO:


    THE BACK OF THE ROOM

    Joy draws a chalk circle on the floor around Sadness’s feet.

                        SADNESS
              What are you doing?
INSIDE OUT                                                       36.

                         JOY
                  (finishing the circle)
              And... there. Perfect. This is the
              circle of Sadness. Your job is to
              make sure that all the Sadness
              stays inside of it.

                        SADNESS
              So... you want me to just stand
              here?

                         JOY
              Hey, it’s not MY place to tell you
              how to do your job. Just make sure--
                  (nudging Sadness’ foot back
                   over the line)
              --ALL the Sadness stays in the
              circle.

    Sadness stands there.

                         JOY (CONT’D)
              See? You’re a pro at this! Isn’t
              this fun?!

                        SADNESS
              No.

                         JOY
                  (heading to the console)
              Atta girl. Alright everyone, fresh
              start! We are gonna to have a good
              day, which will turn into a good
              week, which will turn into a good
              year, which turns into a good LIFE!


    INT. SAN FRANCISCO HOUSE - MORNING

    Mom helps Riley on with her backpack. Dad is on the phone.

                        MOM
              So, the big day! New school, new
              friends, huh?

                        RILEY
              I know! I’m kinda nervous, but I’m
              mostly excited! How do I look? Do
              you like my shirt?


    INT. HEADQUARTERS

    Joy looks back at Family Island, working away.
INSIDE OUT                                                       37.

    INT. SAN FRANCISCO HOUSE - CONTINUOUS

                        MOM
              Very cute! You gonna be okay? You
              want us to walk with you?


    INT. HEADQUARTERS

                         DISGUST
              Mom and Dad? With us in public? No
              thank you.

                         JOY
                  (operating console)
              I’m on it.


    INT. SAN FRANCISCO HOUSE

                        RILEY
              Nope, I’m fine. Bye Mom! Bye Dad!

                         DAD
                  (covering phone)
              Have a good day at school, Monkey!

    All three make monkey sounds at each other.


    INT. HEADQUARTERS

    Goofball Island works out the back window.


    INT. SAN FRANCISCO HOUSE

    Riley giggles as she exits.

                        MOM
              Have a great day, sweetheart.


    EXT. SCHOOL - MORNING

    Riley walks up to her new school. New kids everywhere. She
    hesitates.

                        FEAR (O.S.)
              Are you sure we want to do this?

                          JOY (O.S.)
              In we go!
INSIDE OUT                                                         38.

                        FEAR (O.S.)
              Okayyy! Going in! Yes.

    Riley perks up and walks in.


    INT. CLASSROOM - MORNING

    Riley sits at her desk and looks at the other kids in class.

                        DISGUST (O.S.)
              Okay, we’ve got a group of cool
              girls at 2 o’clock.


    INT. HEADQUARTERS - CONTINUOUS

                        JOY
              How do you know?

                        DISGUST
              Double ears pierced, infinity
              scarf...

    A group of makeup-wearing girls look back at Riley.

                        JOY
              Whoa. Is she wearing eye shadow?

                        DISGUST
              Yeah, we want to be friends with
              them.

                        JOY
              Let’s go talk to ‘em!

                        DISGUST
              Are you kidding?? We’re not TALKING
              to them, we want them to like us.

                        JOY
              Oh!
                  (then)
              Wait, what?

                         FEAR
                  (drops a giant stack of
                   paper on the console)
              Almost finished with the potential
              disasters. Worst scenario is either
              quicksand, spontaneous combustion,
              or getting called on by the
              teacher. So as long as none of
              those happen...
INSIDE OUT                                          39.

    INT. CLASSROOM

                        TEACHER
              Okay, everybody. We have a new
              student in class today.


    INT. HEADQUARTERS

                        FEAR
              Are you kidding me?! Out of the
              gate? This is not happening!


    INT. CLASSROOM

                        TEACHER
              Riley would you like to tell us
              something about yourself?


    INT. HEADQUARTERS

                        FEAR
              Nooooooo! Pretend we can’t speak
              English!

                        JOY
              Don't worry. I got this.

    Joy pushes a lever.


    INT. CLASSROOM

                        RILEY
              Uhh... okay. My name is Riley
              Andersen. I’m from Minnesota. And
              now I live here.

                        TEACHER
              And how about Minnesota?... Can you
              tell us something about it? Well
              you certainly get a lot more snow
              than we do.


    INT. HEADQUARTERS

                         JOY
                  (laughs)
              She’s hilarious!

    She turns a lever.
INSIDE OUT                                                    40.

    INT. CLASSROOM

    Riley smiles, in spite of all the eyes on her.

                        RILEY
              Yeah, it gets pretty cold. The lake
              freezes over, and that’s when we
              play hockey. I’m on a great team.
              We’re called the Prairie Dogs. My
              friend Meg plays forward. My Dad’s
              the coach. Pretty much everyone in
              my family skates.


    INT. HEADQUARTERS

    Joy recalls a MEMORY: the family skating together.


    INT. CLASSROOM

    Riley “watches” the memory, smiling.

                        RILEY
              It’s a kind of family tradition. We
              go out on the lake almost every
              weekend.


    INT. HEADQUARTERS

    Joy smiles. Then, mysteriously, the IMAGE TURNS BLUE.


    INT. CLASSROOM

    Riley’s smile fades, her brow furrows.

                        RILEY
              Or we did, ‘til I moved away.


    INT. HEADQUARTERS

    Confused, Joy looks around.

                        FEAR/DISGUST/ANGER
              Huh?/Hey, what gives?/What?

                        JOY
              Hey--

    She spots Sadness, who is guiltily touching the memory.
INSIDE OUT                                                          41.

                        JOY (CONT’D)
              Sadness! You touched a memory?! We
              talked about this.

                        SADNESS
              Oh yeah, I know. I’m sorry.

                         JOY
              Get back in your circle.
                  (trying to eject memory)
              Gnnh! What’s going on? Why won’t it
              eject?!!

    She fiddles with the console, but the blue memory won’t move.

                        FEAR
              Get it out of there, Joy!


    INT. CLASSROOM

                         RILEY
                  (sniffling)
              We used to play tag and stuff...


    INT. HEADQUARTERS

                        DISGUST
              Cool kids whispering at 3 o’clock!


    INT. CLASSROOM

    The other kids whisper and stare.


    INT. HEADQUARTERS

                        FEAR
              Did you see that look?!? They’re
              judging us!

                        JOY
              Oh no.

    Joy tries pulling the memory. Anger, Fear and Disgust help.

                        JOY (CONT’D)
              Somebody help me. Grab that...
              everybody...

    They pull with all their might, but the memory’s not budging.
INSIDE OUT                                                          42.

    INT. CLASSROOM

                        RILEY
              But everything’s different now.
              Since we moved...

    TEARS stream down Riley’s face.


    INT. HEADQUARTERS

                        FEAR
              Oh no! We’re CRYING AT SCHOOL!!!

    Joy turns to the console. SADNESS IS DRIVING.

                        JOY
              What? No! Sadness, what are you
              doing?

    Joy finally yanks the memory out. She runs to the console and
    pulls Sadness away from the controls.

                        SADNESS
              Oh no, I'm sorry... I... oh...

    PING! A memory is created. BRIGHT BLUE.

                        JOY
              Huh?

                        ANGER
              Whoa!

                        FEAR
              It’s a core memory!

                        DISGUST
              But it’s blue!

    The bright blue core memory rolls through the memory shelf
    and STARTS TOWARDS THE CORE MEMORY HOLDER!

                        JOY
              No wait... stop it! No! Ahh!

    Joy leaps to the holder and pops it open, preventing the new
    blue core memory from going in. Joy grabs it.

    She pushes the end-of-day “memory flush” button. The tube
    comes down from the ceiling.
INSIDE OUT                                                          43.

                          SADNESS
                   (trying to take her memory
                    back from Joy)
               Joy, no. That’s a core memory, Joy!

                         JOY
               Hey! Stop it. Let go.

    As they struggle, they bump into the Core Memory Holder,
    KNOCKING ALL OF THE CORE MEMORIES OUT onto the floor.

           FEAR/DISGUST/ANGER                       FEAR
    Ahh!                               The core memories!

    Out the window, the ISLANDS OF PERSONALITY GO DARK.


    INT. CLASSROOM

    Riley, her face tear-stained, looks up.


    INT. HEADQUARTERS

                         JOY
               Ahh!

    Joy tosses the blue core memory aside to collect the yellow
    core memories.

    Sadness grabs the blue core memory and heads to the Core
    Memory Holder to plug it in. Joy lunges, knocking the blue
    core memory out of Sadness’s hands. It’s SUCKED UP the vacuum
    tube.

    Joy trips backward. In the chaos a yellow core memory rolls
    toward the tube.

                         JOY (CONT’D)
               No, no, no, no!

    She reaches to grab it and gets sucked up the tube herself,
    along with the other core memories -- and Sadness!

    Fear, Anger and Disgust now stand alone in Headquarters.   A
    stunned silence as the tube retracts.


    INT. CLASSROOM

    Riley sits and wipes her tears.
INSIDE OUT                                                         44.

                          TEACHER
                Thank you, Riley. I know it can be
                tough moving to a new place, but
                we're happy to have you here.
                Alright everyone, get out your
                history books and turn to chapter
                seven.

    Riley hides behind her book.


    INT. HEADQUARTERS

                          ANGER
                Can I say that curse word now?


    INT. TUBE

    Joy and Sadness scream as they rocket down the tube. Joy
    desperately tries to hold on to the core memories.

    The blue core memory is sorted to a side tube.


    EXT. LONG-TERM MEMORY CLIFF EDGE

    Joy lands in a bin of memories. Sadness crashes next to her.

                           JOY
                Oh no...
                    (gathering memories)
                One, two, three... okay, got ’em.
                Wha-- where are we?

    Joy takes in the shelving around her.

                          JOY (CONT’D)
                Long-Term Memory...!

    Joy grabs the core memories and jumps out of the dumpster.
    She sees GOOFBALL ISLAND, silent and dark.

                          JOY (CONT’D)
                Goofball Island.

    Joy surveys the islands beyond. They’re all dark.

                          SADNESS
                Hoh... Riley’s Islands of
                Personality. They’re ALL down! This
                is bad.
INSIDE OUT                                                          45.

                        JOY
              We-- we can fix this. We just have
              to get back to Headquarters, plug
              the core memories in, and Riley
              will be back to normal.

    Joy and Sadness hurry towards headquarters.

                         SADNESS
              Riley has no core memories, no
              personality islands and no--
                  (gasp)

                        JOY
              Wha-- What is it?

                        SADNESS
              You! YOU’RE not in headquarters.
              Without you, Riley can’t be happy.
              We gotta get you back up there.

                        JOY
              I’m coming, Riley.

    They set off across the bridge to Goofball Island. We see the
    LIGHTLINE beyond it, leading towards Headquarters.


    INT. KITCHEN TABLE - EVENING

    Riley and her parents eat dinner.

                         MOM
              So as it turns out the green trash
              can is not recycling, it’s for
              greens. Like compost. And
              eggshells.

                         DAD
                  (not really listening)
              Mmm.

                        MOM
              And the blue one is recycling. And
              the black one is trash.

    Riley pushes food around on her plate.

    INT. HEADQUARTERS

                        DISGUST
              Riley is acting so weird. Why is
              she acting so weird?
INSIDE OUT                                                46.

                        ANGER
              What do you expect? All the islands
              are down.

                        DISGUST
              Joy would know what to do.

                        FEAR
              That’s it! Until she gets back, we
              just do what Joy would do!

                        DISGUST
              Great idea! Anger, Fear, Disgust.
              How are WE supposed to be happy?

                        MOM (O.S.)
              Hey, Riley. I’ve got good news!


    INT. KITCHEN TABLE - CONTINUOUS

                        MOM
              I found a junior hockey league
              right here in San Francisco. And
              get this: try-outs are tomorrow
              after school. What luck, right?


    INT. HEADQUARTERS

                        ANGER
              Hockey?

                        DISGUST
              Uh-oh. What do we do?

                         FEAR
              Guys, uh, this... Here, you pretend
              to be Joy.

    Fear pushes Disgust forward. She steps up to drive.


    ON THE SCREEN:

                        MOM
              Won’t it be great to be back out on
              the ice?
INSIDE OUT                                                       47.

    INT. KITCHEN DINING TABLE

                         RILEY
                  (sarcastic)
              Oh yeah, that sounds fantastic.


    INT. HEADQUARTERS

                        FEAR
              What was that? That wasn’t anything
              like Joy.

                        DISGUST
              Uh, because I’m NOT Joy.

                        FEAR
              Yeah, no kidding.


    INT. KITCHEN TABLE

    Mom, taken aback, eyes Riley. Zoom in to Mom’s head...


    INT. MOM’S HEADQUARTERS

                        MOM’S SADNESS
              Did you guys pick up on that?

                         MOM'S ANGER
              Uh-huh.

                        MOM'S JOY / MOM'S FEAR / MOM'S DISGUST
              Oh yeah/Definitely.

                        MOM’S DISGUST
              Something’s wrong.

                        MOM’S ANGER
              Should we ask her?

                        MOM’S SADNESS
              Let’s probe. But keep it subtle, so
              she doesn’t notice.


    INT. KITCHEN TABLE

                        MOM
              So! How was the first day of
              school?
INSIDE OUT                                                         48.

    INT. RILEY’S HEADQUARTERS

                        ANGER
              She’s probing us.

                         DISGUST
              I'm done.
                  (to Fear)
              YOU pretend to be Joy.

                        FEAR
              What? Uh... okay... hmm.


    INT. KITCHEN TABLE

                         RILEY
                  (nervous)
              It was fine, I guess, I don't know.


    INT. RILEY’S HEADQUARTERS

                        DISGUST
              Oh, very smooth, that was JUST like
              Joy.


    INT. MOM’S HEADQUARTERS

                        MOM’S ANGER
              Something’s definitely going on.

                        MOM’S DISGUST
              She’s never acted like this before.
              What should we do?

                        MOM’S SADNESS
              We’re going to find out what’s
              happening. But we’ll need support.
              Signal the husband.


    INT. KITCHEN TABLE

    Mom clears her throat at Dad. He doesn’t notice. Zoom in to
    Dad’s head...


    INT. DAD’S HEADQUARTERS

    All of Dad’s emotions are watching a HOCKEY MATCH, cheering.
INSIDE OUT                                                          49.

                        SPORTS ANNOUNCER
              ...with a nice pass over to Reeves,
              he comes across center ice...


    INT. KITCHEN TABLE

    Again Mom stares, clears her throat. Dad looks up, clueless.


    INT. DAD’S HEADQUARTERS

                         DAD’S ANGER
              Uh-oh. She’s looking at us.
                  (turns off the memory)
              What did she say?

                         DAD’S FEAR
              What? Uh, sorry, Sir. No one was
              listening.

                        DAD'S ANGER
              Is it garbage night? We left the
              toilet seat up? What? What is it,
              woman, what?!?


    INT. MOM’S HEADQUARTERS

                         MOM’S DISGUST
                  (re: Dad on the screen)
              He’s making that stupid face again.

                        MOM’S ANGER
              I could strangle him right now!

                        MOM’S SADNESS
              Signal him again.


    INT. KITCHEN TABLE

    Mom raises her eyebrows and tilts her head towards Riley. Dad
    finally gets it.

                        DAD
              Ahh, so, Riley! How was school?


    INT. MOM’S HEADQUARTERS

    Mom’s Emotions give up.
INSIDE OUT                                                       50.

                        MOM'S JOY / MOM'S SADNESS / MOM'S FEAR
                        / MOM'S DISGUST
              You gotta be kidding me!/He really
              needs to start paying attention./
              Is he paying attention at all?

                        MOM'S ANGER
              For THIS we gave up that Brazilian
              helicopter pilot?


    INT. RILEY’S HEADQUARTERS

                        ANGER
              Move! I’LL be Joy.


    INT. KITCHEN TABLE

                         RILEY
                  (snarky)
              School was great, alright?

                        MOM
              Riley, is everything okay?

    Riley rolls her eyes.


    INT. DAD’S HEADQUARTERS

                        DAD’S FEAR
              Sir, she just rolled her eyes at us.

                        DAD’S ANGER
              What is her deal? Alright, make a
              show of force. I don’t want to have
              to put “the Foot” down.

                        DAD'S FEAR
              No. Not the Foot.


    INT. KITCHEN TABLE

                        DAD
              Riley, I do NOT like this new
              attitude.


    INT. RILEY’S HEADQUARTERS

                        ANGER
              Oh I’ll show you attitude, old man.
INSIDE OUT                                           51.

                        FEAR
              No, no, no! Stay happy!

    Anger shoves him away and hits a button.


    INT. KITCHEN TABLE

                        RILEY
              What is your problem? Just leave me
              alone.


    INT. DAD’S HEADQUARTERS

                        DAD’S FEAR
              Sir! Reporting high levels of sass!

                        DAD’S ANGER
              Take it to DEFCON 2.

    Sirens begin to BLARE.

                        DAD’S FEAR
              You heard that, gentleman. DEFCON 2.


    INT. KITCHEN TABLE

                        DAD
              Listen young lady, I don’t know
              where this disrespectful attitude
              came from...


    INT. RILEY’S HEADQUARTERS

                        ANGER
              You want a piece of this, Pops?
              Come and get it!

    Anger grasps two levers with all his might.


    INT. KITCHEN TABLE

                        RILEY
              Yeah, well... well...


    INT. DAD’S HEADQUARTERS

                        DAD’S ANGER
              Here it comes... Prepare the Foot!
INSIDE OUT                                                          52.

    Dad’s Emotions uncover “Launch Station” buttons, insert keys.

                        DAD’S FEAR
              Keys to safety position! Ready to
              launch on your command, Sir!


    INT. RILEY’S HEADQUARTERS

    ANGER, flames and yell at full blast, pushes up the levers.

    INT. KITCHEN TABLE

                        RILEY
              Just SHUT UP!

    Dad and Mom are shocked.


    INT. DAD’S HEADQUARTERS

                         DAD’S ANGER
              FIRE!


    INT. KITCHEN TABLE

                        DAD
              That’s it, go to your room! Now!

    Riley pushes away from the table and goes upstairs in a huff.


    INT. DAD’S HEADQUARTERS

                        DAD’S FEAR
              The Foot is down! The Foot is down!

    They all CHEER.

                        DAD’S ANGER
              Good job gentlemen. That could have
              been a disaster.


    INT. MOM’S HEADQUARTERS

                        MOM’S SADNESS
              Well, that was a disaster.

    Mom’s Anger recalls a memory: the Brazilian helicopter pilot.

                        HELICOPTER PILOT
              Come fly with me, gatinha.
INSIDE OUT                                                         53.

    They all SIGH.


    INT. HALLWAY - CONTINUOUS

    Riley slams her bedroom door.


    EXT. MIND WORLD, LIGHTLINE

    In the distance, Family Island RUMBLES.

    Joy and Sadness have made it across Goofball Island and must
    now walk across the thin lightline. Below is the darkness of
    the Memory Dump.

                        SADNESS
              We’re gonna walk out there? On
              that?

                        JOY
              It’s the quickest way back.

                        SADNESS
              But it’s right over the Memory
              Dump. If we fall we’ll be forgotten
              forever!

                        JOY
              We have to do this. For Riley. Just
              follow my footsteps.

                        SADNESS
              Hohh... ok.

                         JOY
                  (stepping onto lightline)
              It's not that high. It’s totally
              fiii... Whoa...

    She loses her balance. Almost drops a memory over the side.

    Sadness steps out onto the lightline. They inch along.


    INT. RILEY’S ROOM - LATER

    Dad knocks on Riley’s door, peeks in.

                        DAD
              Hey.

    Riley’s in her sleeping bag. She doesn’t answer.
INSIDE OUT                                                          54.

                         DAD (CONT’D)
              So uh, things got a little out of
              hand downstairs. You want to talk
              about it?
                  (still no answer)
              Come on. Where’s my happy girl?
              Monkey.
                  (he tries monkey noises)


    INT. HEADQUARTERS

                        ANGER
              He’s trying to start up Goofball.

    Fear looks at the empty Core Memory Holder, then out the
    window: GOOFBALL ISLAND is dark and silent.


    INT. RILEY’S ROOM

                         DAD
              Come on.
                  (tries more monkey noises)

    Riley looks at Dad, but TURNS AWAY.


    EXT. GOOFBALL ISLAND

    Goofball Island crumbles and breaks.


    EXT. GOOFBALL ISLAND LIGHTLINE

    Joy sees the lightline breaking ahead.

                        JOY
              Ahhh! Go back! RUN! RUN! RUN!

    They run back onto Goofball Island as the lightline crumbles.


    EXT. GOOFBALL ISLAND

    Joy and Sadness frantically outrun collapsing debris.


    EXT. LONG-TERM MEMORY CLIFF EDGE

    They leap across the buckling bridge, making it over to the
    cliff just in time to see Goofball Island fall into the dump.
INSIDE OUT                                                       55.

                         JOY
              What-- ?

    Joy watches it sink. FLASH CUTS of Young Riley:
    * Riley twirling until she falls over.
    * The family jumping on a trampoline.
    * Riley riding on Dad’s shoulders, making silly faces with
    ice cream all over her face.


    INT. RILEY’S ROOM - CONTINUOUS

                        DAD
              I get it, you need some alone time.
              We’ll talk later.


    INT. HEADQUARTERS

    The Emotions stare out the back window in disbelief.

                        DISGUST
              We have a major problem.

                        FEAR
              Ohh, Joy where are you?


    EXT. LONG-TERM MEMORY CLIFF EDGE

    Joy and Sadness stare down into the abyss.

                        SADNESS
              We lost Goofball Island. That means
              she can lose Friendship, and
              Hockey, and Honesty, and Family!
              You can fix this, right Joy?

                         JOY
              I... I don’t know.
                  (Sadness sighs in despair)
              But we have to try. C’mon.

    The sky darkens.

                         JOY (CONT’D)
              Riley’s gone to sleep.
                  (more sighs from Sadness)
              ...which is a good thing, when you
              think about it, because nothing else
              bad can happen while she’s asleep!
              We’ll be back to Headquarters before
              she wakes up. We’ll just go across
              Friendship Island.
INSIDE OUT                                                          56.

    Shelves jut out over the cliff edge, making Friendship Island
    inaccessible.

                        SADNESS
              We’ll never make it, hoh... nooo...

                        JOY
              No, no, no, don’t obsess over the
              weight of life’s problems, remember
              the funny movie where the dog
              dies?!

    Sadness face plants.

                        JOY (CONT’D)
              Uhhh, Sadness, we don’t have time
              for this.

    She looks to her side. Memory shelves wind into the distance.
    Joy heads off into the maze.

                        JOY (CONT’D)
              We’ll just have to go around! Take
              the scenic route.

                        SADNESS
              Wait! Joy, you could get lost in
              there!

                        JOY
              Think positive!

                        SADNESS
              Okay. I’m positive you will get
              lost in there. That’s Long-Term
              Memory. An endless warren of
              corridors and shelves. I read about
              it in the manuals.

    Joy stops. Sadness is right. But wait!

                        JOY
              The manuals? The manuals! You read
              the manuals!

                           SADNESS
              Yeah...

                        JOY
              So you know the way back to
              headquarters!

                        SADNESS
              I, guess...
INSIDE OUT                                                         57.

                        JOY
              You are my map! Let’s go! Lead on,
              Mind Map! Show me where we’re
              going!

                        SADNESS
              Okay! Only, I’m too sad to walk.
              Just give me a few... hours.

    Joy grabs Sadness’ leg and DRAGS her into the shelves.

                        JOY
              Which way? Left?

                         SADNESS
              Right.
                  (Joy turns right)
              No. I mean, go left. I said left
              was right, like “correct.”

                        JOY
              Okay.

                        SADNESS
              This actually feels kind of nice.

    Joy heads off into the COMPLICATED LABYRINTH ahead of them.

                        JOY
              Okay! Here we go. We’ll be back to
              Headquarters before morning. We can
              do it. This’ll be easy. This is
              working!

                                                    DISSOLVE TO:


    EXT. LONG-TERM MEMORY - LATER

    Joy, exhausted, drags Sadness through the maze of shelves.

                        JOY
              This is not working. Are we getting
              close?

                        SADNESS
              Yeah. Just another right. And a
              left. Then another left, and a
              right...

                        JOY
              Are you sure you know where we’re
              going? Because we seem to be
              walking AWAY from Headquarters--
INSIDE OUT                                                          58.

    The SKY BRIGHTENS. Day. And they’re still lost.

                        JOY (CONT’D)
              Riley’s awake.

    Joy drops a core memory. Sadness reaches to grab it.

                        JOY (CONT’D)
              Ah ah ah, don’t touch, remember? If
              you touch them, they stay sad!

                        SADNESS
              Oh. Sorry. I won’t...

    Joy looks behind her. The bottom row of memories are BLUE.

                        SADNESS (CONT’D)
              ...starting now.

                        JOY
              I can’t take much more of this.

                        MALE FORGETTER (O.S.)
              Forget ‘em!

                        JOY
              Mind Workers!

    Joy runs off toward the voice.

                        SADNESS
              But Joy we’re almost... ohhhh.


    EXT. LONG-TERM MEMORY - LATER

    Joy finds two workers vacuuming up memories from the shelves.

                        FEMALE FORGETTER
              Phone numbers. We don’t need all of
              these. They’re in her phone.

                         MALE FORGETTER
              Just forget all of that. Please.
              Forget it!

                        JOY
              Excuse me. Hi. I need to find
              Friendship Island...

                         FEMALE FORGETTER
                  (pointing to memories)
              Look at this. Four years of piano
              lessons.
INSIDE OUT                                                  59.

                        MALE FORGETTER
              Yeah, looks pretty faded.

                        FEMALE FORGETTER
              You know what? Save "Chopsticks”
              and “Heart and Soul,” get rid of
              the rest.

    Zoop! The memories get vacuumed up.

                          JOY
              Are you--

                        FEMALE FORGETTER
              U.S. Presidents. What do you think?

                        MALE FORGETTER
              Eh, just keep Washington, Lincoln
              and the fat one.

                        FEMALE FORGETTER
              Forget ‘em!

                        JOY
              Hey! You can’t throw those away!
              Those are perfectly good memories.

                        MALE FORGETTER
              The names of every “Cutie Pie
              Princess” doll?

                         JOY
              Yes! That is critical information!
              Glitterstorm, Honeypants, Officer
              Justice...

                        FEMALE FORGETTER
              Forget ‘em!

    He vacuums up the memories behind Joy.


    EXT. CLIFFSIDE - CONTINUOUS
    The memories shoot out a sewer pipe and fall into the
    darkness of the Memory Dump.


    EXT. LONG-TERM MEMORY - CONTINUOUS

                        JOY
              Hey! Bring those back.
INSIDE OUT                                                60.

                        FEMALE FORGETTER
              They’re in the dump. Nothing comes
              back from the dump.

                        MALE FORGETTER
              Yeah. Look lady, this is our job,
              OK?

                        FEMALE FORGETTER
              When Riley doesn’t care about a
              memory, it fades.

                        JOY
              Fades?

                        FEMALE FORGETTER
              Happens to the best of ‘em.

                         MALE FORGETTER
                  (pulls memory from a cart)
              Except for this bad boy! This one
              will NEVER fade.

                         JOY
                  (recognizing it)
              The song from the gum commercial?

                         MALE FORGETTER
                  (conspiratorial)
              Sometimes we send that one up to
              headquarters for no reason.

                        FEMALE FORGETTER
              It just plays in Riley’s head over
              and over again. Like a million
              times! Ha! Let’s watch it again!

    She rewinds it and plays it again. They sing along.

                        MALE FORGETTER
              Tripledent gum will make you smile!
              Tripledent gum! It lasts a while!
              Tripledent gum will help you,
              mister, to punch bad breath right
              in the kisser.

                        JOY
              We all know the song. Okay. Yup.
              Real catchy.

                         MALE FORGETTER
                  (to Female Forgetter)
              What do ya think? Should we do it?
INSIDE OUT                                                         61.

                        FEMALE FORGETTER
              Yeah! Ha ha!

                        MALE FORGETTER
              OK, here we go! Ha ha ha!

    He tips the gum memory into the inner workings of the shelf.
    FWOOM! It shoots up towards Headquarters.


    INT. HEADQUARTERS - CONTINUOUS

    Fear, Anger and Disgust are having a peaceful morning. The
    memory drops into Headquarters, playing at full volume.

                        GUM MEMORY
              Tripledent gum will make you smile!
              Tripledent gum! It lasts a while--

                        ANGER
              Wha-- this again!?!


    INT. LONG-TERM MEMORY

    The Forgetters walk away, laughing and singing.

                         JOY
                  (following them)
              Wait! Do you know how to get to
              Friendship Island?!


    INT. RILEY’S ROOM - DAY

    Riley, laptop on her stomach, hums the Tripledent gum song.

                         MEG (O.S.)
                  (on the computer)
              Do you like it there? Did you feel
              any earthquakes? Is the bridge
              cool?

                        RILEY
              Yeah, it’s good. What happened with
              the playoffs?

                        MEG
              We won the first game. Coach says
              we might actually go to the finals
              this year. Oh, and we’ve got this
              new girl on the team. She’s so
              cool.
INSIDE OUT                                                        62.

    INT. HEADQUARTERS

                        DISGUST
              Oh, she did NOT just say that.

                        FEAR
              A NEW GIRL? Meg has a new friend
              already?!

    Anger GROWLS.

                        DISGUST
              Hey hey, stay happy! We do NOT want
              to lose any more islands here guys!


    INT. RILEY’S ROOM

                        MEG
              We can pass the puck to each other
              without even looking. It’s like
              mind reading!


    INT. HEADQUARTERS

                         ANGER
              You like to read minds, Meg? I got
              something for you to read right here!
                  (grabbing the controls)

                        DISGUST
              No no no, what are you doing?!

                        FEAR
              Wait, wait-- let’s just be calm for
              one second--

    Anger snaps Fear’s nose like a rubber band. Anger slams the
    controls forward like a lunatic.

                        ANGER
              GAAAAAA!!!!


    INT. RILEY’S ROOM

                        MEG (O.S.)
              I heard they have parrots living in-

                        RILEY
              I gotta go.
INSIDE OUT                                                          63.

                         MEG
              What?

                        RILEY
              I GOTTA GO.

    Riley slams down the computer and SCOWLS.


    EXT. LONG-TERM MEMORY

    Joy follows the Forgetters, trying to get directions. They
    ignore her, singing the gum-commercial jingle.

    A horrible mechanical GROANING sound. Joy reacts.

                         JOY
              What...?


    EXT. LONG-TERM MEMORY

    Joy rounds a corner and sees Friendship Island crumbling.

                        JOY
              Friendship Island?

    The FRIENDSHIP CORE MEMORY Joy holds fades. She runs forward.

                         JOY (CONT’D)
              Wh-- ?

    She looks on in horror as Friendship Island falls.

                        JOY (CONT’D)
              Ohh, not Friendship.

    Joy hugs the core memories. One of them is memory of young
    Riley and Meg walking together.

                        SADNESS
              Oh, Riley loved that one. And now
              it's GONE. Goodbye friendship,
              hello loneliness.

    Joy sees Hockey Island in the distance.

                         JOY
                  (trying to stay positive)
              We’ll just have to go the long way.

    They turn to look back into the deep memory shelves.
INSIDE OUT                                                          64.

                         SADNESS
              Yeah. The long, long, looong way.
              I’m ready.

    Sadness lies down on the ground, offering her leg. Joy sighs.
    She doesn’t want to do this again.

                         JOY
              Ah, yes.
                  (pulling Sadness)
              There’s gotta be a better way.

                         BING BONG (O.S.)
                  (talking to the memories)
              Ohhh, look at you, you’re a KEEPER!

                        JOY
              Huh?

    Joy sees a strange figure up ahead, gathering memories.

                         BING BONG
              I will take you, but not you.
                  (beat)
              Oh who am I kidding, I can’t leave
              you!

                        JOY
              Hello!

    The figure sees Joy -- and bolts.

                        JOY (CONT’D)
              Wait! Hey, wait! Stop!

    Joy chases after him.


    EXT. LONG-TERM MEMORY DEAD END

    Joy rounds a corner to find the figure crouched on the
    ground, hiding his face in his hands like a three year old.

                        JOY
              Excuse me...?

                         BING BONG
                  (jumping up; cornered)
              Ahhhh! Uh, I was looking for, uh--
                  (grabs a memory)
              --DIVERSION!

    He THROWS IT and makes a run for it.
INSIDE OUT                                            65.

                        BING BONG (CONT’D)
              Ha ha! So long, sucker!

    He immediately crashes into a cart of memories.

                         BING BONG (CONT’D)
              Ow!   Oww, I hurt all over.

                        JOY
              Wait. I know you.

                        BING BONG
              No you don’t. I get that a lot, I
              look like a lot of people.

                        JOY
              No, I do! Bing Bong! Riley’s
              Imaginary Friend!

                        BING BONG
              You really DO know me!

                        JOY
              Well of course! Riley loved playing
              with you, you two were best
              friends! Oh! You would know. We’re
              trying to get back to
              Headquarters...

                        BING BONG
              Headquarters? You guys are from
              Headquarters?

                         JOY
                  (mock modesty)
              Well, yeah. I’m Joy. This is
              Sadness.

                        BING BONG
              You’re Joy? THE Joy?

                         JOY
              Mm-hmm.

                        BING BONG
              Well what the heck are you doing
              out here?

                        JOY
              That's a good question! You want to
              answer that, Sadness?
INSIDE OUT                                                      66.

                         BING BONG
              Without you, Riley won’t ever be
              happy. We can't have that, we gotta
              get you back! I’ll tell you what,
              follow me.

                        JOY
              Oh, thank you!


    EXT. LONG-TERM MEMORY

    Bing Bong leads them on through the memory shelves.

                        JOY
              It is so great to see you again. I
              gotta tell you, I am such a huge
              fan of your work. Do you remember
              when you and Riley were in a band?

    FLASH CUTS of their adventures:

    *Riley bangs on pots and pans, Bing Bong plays his trunk.

                        JOY (V.O.)
              I went to all of your concerts.

                        BING BONG (V.O.)
              Yeah, I blow a mean nose.

    *Bing Bong runs on ceiling, Riley chases after him.

                        JOY (V.O.)
              Watching you play tag was such a
              treat.

                        BING BONG (V.O.)
                 Two-time world champ.

    *Riley and Bing Bong sit in her wagon (”rocket”).

                        JOY (V.O.)
              Oh, and remember your rocket?!

                        BING BONG (V.O.)
              Of course! It runs on song power.

                         JOY
              That’s right, your theme song!
                  (singing)
              Who's your friend who likes to
              play?
INSIDE OUT                                                       67.

                         BING BONG
                  (sings)
              BING BONG BING BONG!

                        JOY
              His rocket makes you yell “Hooray!”

                        BING BONG/JOY
              BING BONG BING BONG!

    Sadness eyes Bing Bong, who is a pink elephant made with a
    cat tail.

                        SADNESS
              What exactly are you supposed to
              be?

                        BING BONG
              You know, it’s unclear. I’m mostly
              cotton candy, but shape-wise, I’m
              part cat, part elephant, part
              dolphin.

                           JOY
              Dolphin?

    Bing Bong does a spot-on dolphin impression.

                        BING BONG
              You gotta remember, when Riley was
              three, animals were all the rage.
              The cow goes moo. The horse goes
              neigh. That’s all people talked
              about back then.

                        JOY
              Yeah, I guess that’s true. What are
              you doing out here?

                        BING BONG
              Well, there’s not much call for
              imaginary friends lately, so, uh,
              you know, I’m...

                        JOY
              Hey, hey, don’t be sad. Tell you
              what, when I get back up to
              Headquarters, I’ll make sure Riley
              remembers you.

                           BING BONG
              You will?!
INSIDE OUT                                                        68.

                        JOY
              Of course, she’d love that!

                        BING BONG
              Ha ha! This is the greatest day of
              my life!

    He launches into a jig, but hurts himself and bursts into
    tears. Candy pours out of his tear ducts.

                        JOY
              Are you okay?

                        SADNESS
              What’s going on?

                         BING BONG
              I cry candy. Try the caramel, it’s
              delicious.

                         JOY
              Ooo.
                  (fumbles memories)
              Woah!

                         BING BONG
              Oh-- here-- use this.
                  (offers his satchel)

                        JOY
              Thanks!

                        BING BONG
              Oh, hold on. Wait a second.

    He empties out an impossible amount of stuff: tons of
    memories, a boot, an anchor, a cat... Joy and Sadness stare
    in amazement.

                        BING BONG (CONT’D)
              What? It’s imaginary.

    Joy accepts the satchel and puts in the core memories.

                        JOY
              Thanks! This’ll make it a lot
              easier to walk back to
              Headquarters.

                        BING BONG
              Walk? We’re not walkin’! We’re
              taking the Train of Thought!

    He points to the train speeding towards Headquarters.
INSIDE OUT                                                       69.

                        JOY
              The train, of course! That is so
              much faster! But how do we catch
              it?

                        BING BONG
              Well, it kind of goes all over the
              place, but there is a station in
              Imaginationland. I know a short
              cut. Come on, this way!

                        JOY
              I’m so glad we ran into you!

    A giant BUILDING blocks their progress. Bing Bong opens a
    door. It’s dark inside.

                        BING BONG
              The station is right through here.

    The train station is visible through a door on the other side.

                           BING BONG (CONT’D)
              After you.

                           SADNESS
              Joy...

                           JOY
              What?

                        SADNESS
              I read about this place in the
              manual. We shouldn’t go in there.

                        JOY
              Bing Bong says it’s the quickest
              way to Headquarters.

                        SADNESS
              No, but Joy, this is Abstract
              Thought.

                        BING BONG
              What’re you talking about? I go in
              here all the time. It’s a shortcut,
              see?

    He points to a “Danger” sign above the door.

                         BING BONG (CONT’D)
              D-A-N-G-E-R: shortcut. I’ll prove
              it to you.
                  (he climbs in)
                         (MORE)
INSIDE OUT                                                        70.
                        BING BONG (CONT’D)
              Look at me! I’m closer to the
              station ‘cause I’m taking the
              shortcut!

                        SADNESS
              Let’s go around. This way.

    She points: the building is huge -- it’s a long way around.

                        BING BONG
              Almost there...!

    Joy looks back at Bing Bong.    The station is right there.

                         JOY
                  (to Sadness)
              If you want to walk the long way,
              go for it. But Riley needs to be
              happy. I‘m not missing that train.
                  (walks in)
              Bing Bong knows what he’s doing.
              He's part dolphin. They're very
              smart.

                        SADNESS
              Well, I guess...

    She climbs in.


    EXT. SCHOOL LUNCH YARD - LUNCHTIME

    Riley carries her lunch tray outside. The yard is full of
    chatty, happy kids, but Riley finds an empty bench and eats
    by herself.


    EXT. ABSTRACT THOUGHT BUILDING - HATCH DOOR - MOMENTS LATER

    Two Mind Workers approach the same door our trio entered.

                        ABSTRACT WORKER #1
              Okay, what abstract concept are we
              trying to comprehend today?

                         ABSTRACT WORKER #2
                  (checking a clipboard)
              Um... loneliness.

                        ABSTRACT WORKER #1
              Hm. Looks like there’s something in
              there. I’m going to turn it on for
              a minute and burn out the gunk.
INSIDE OUT                                                         71.

    She closes the door.


    INT. ABSTRACT THOUGHT BUILDING

                        BING BONG
              What’d I tell ya? You’ll be at
              Headquarters in no time.

    BAM! The door closes behind them. The LIGHTS GO ON.

                        BING BONG (CONT’D)
              Say, would you look at that!

    Around them, strange SHAPES float into space.

                        JOY
              Whoa! What's happening?!

                        SADNESS
              Oh no. They turned it on.

                        BING BONG
              Huh! I’ve never seen this before.

    Bing Bong’s head turns into a Picasso-like form. Joy and
    Sadness scream as they become Cubist versions of themselves.

                        BING BONG (CONT’D)
              My face! My beautiful face!

                        JOY
              What is going on?

                        SADNESS
              We’re abstracting! There are four
              stages. This is the first: non-
              objective fragmentation!

                        BING BONG
              Alright, do not panic! What is
              important is that we all STAY
              TOGETHER.

    His arm falls off.

                           JOY
              Ah!

    Joy’s head falls off. Sadness’ leg goes. She topples.

                        SADNESS
              We’re in the second stage: we’re
              deconstructing!
INSIDE OUT                                                         72.

                           BING BONG
              Run!

    Bing Bing falls into pieces.

                         BING BONG (CONT’D)
              Aaah! I can’t feel my legs!
                  (his disassembled arm finds
                   them)
              Oh, there they are.

                        JOY
              Come here, me!

    They gather their pieces as they rush to the exit.

                        SADNESS
              We’ve gotta get out of here before
              we’re nothing but shape and color!
              We’ll get stuck here forever!

                        JOY
              “Stuck?!” Why did we come in here?!

                        BING BONG
              I told you, it’s a shortcut!

    Though the window, the TRAIN OF THOUGHT pulls in.

                           JOY
              The train!

    POP! They change into FLAT COLOR VERSIONS of themselves.

                        SADNESS
              Oh no... We’re two-dimensional!
              That’s stage three!

                        JOY
              We’re getting nowhere!

                        BING BONG
              Depth! I’m lacking depth!

    It’s hard to move.   They struggle towards the window.

                           JOY
              Come on!

    Sadness and Bing Bong follow and try to squeeze through. But
    because of the broken perspective, they are now all HUGE
    compared to the door.
INSIDE OUT                                                        73.

                        JOY (CONT’D)
              AUGH! We can’t fit!

    POP! They abstract into ABSTRACT COLORED BLOBS.

                        SADNESS
              Oh no, we’re nonfigurative. This is
              the last stage!

                        BING BONG
              We’re not going to make it!

    Sadness slumps to the ground... and becomes a line!

                         SADNESS
              Wait! We’re two dimensional. Fall
              on your face!
                  (crawls like an inchworm)

                        JOY
              Oh!

    They follow Sadness and inch safely out the window.


    EXT. ABSTRACT THOUGHT BUILDING

    The three lines land outside just as the train pulls out.
    They get up to go, but as lines they can barely move.

                        JOY
              Wait! Stop! Stop! STOP!

    POP! Joy goes from non-representational to two-dimensional.
    She falls down flat as the train speeds off.

    POP! The three transform back to normal.

                         JOY (CONT’D)
                  (to Bing Bong)
              I thought you said that was a
              shortcut.

                        BING BONG
              I did, but wow, we should NOT have
              gone in there. That was dangerous!
              They really should put up a sign.

                        JOY
              How long till the next train?

                        BING BONG
              Who knows? But don’t worry. There’s
              another station. That way!
                        (MORE)
INSIDE OUT                                                        74.
                         BING BONG (CONT'D)
                  (points O.S.)
              The train always stops there right
              before it goes to Headquarters. If
              we hurry, we can catch it!

                        JOY
              This isn’t another one of your
              short cuts, is it?

                         BING BONG
                  (laughing exuberantly)
              Yeah!

    Joy skeptically watches him head off.

                         JOY
                  (to Sadness)
              Is there really another station?

                        SADNESS
              Uh-huh. Through there.

    Bing Bong leads them towards the impressive gates of...

                        BING BONG
              Welcome to Imaginationland!


    INT. IMAGINATIONLAND - CONTINUOUS

                        JOY
              Imaginationland?

                         BING BONG
              Sure! I come here all the time. I’m
              practically the mayor. Hey, you
              guys hungry? There’s French Fry
              Forest!
                  (starts eating)
              Nom nom nom, delicious!

    Joy is loving this.

                          JOY
              No way!

                        BING BONG
              Check it out! Trophy Town! Medals!
              Ribbons! Everyone’s a winner!

    Bing Bong kicks a soccer ball into a giant goal and workers
    appear out of nowhere to shower him with awards.
INSIDE OUT                                                          75.

                        BING BONG (CONT’D)
              I won first place!

    Workers give Joy a medal and Sadness a ribbon.

                          JOY
              Me too!

                        SADNESS
              Hohh... Participation award...

                        JOY
              Wait, is that-- Sadness, look, it’s
              Cloud Town! That is my favorite!

    Joy rips off a chunk of cloud and floats up into the air.

                        JOY (CONT’D)
              It's so soft!

    Joy jumps down and runs off.

                        BING BONG
              Woah! Let me try!

    Bing Bong rips off some cloud. A CLOUD MAN emerges from the
    house, angry.

                        CLOUD MAN
              Hey! What’s the big idea? You’d
              better fix that wall, or else
              you’re in big troub--

    POOF! Bing Bong blows the Cloud Man away and walks off
    nervously.


    EXT. IMAGINATIONLAND, LAVA DAYDREAM

    Joy and Bing Bong gleefully jump between couch cushions.

                 JOY                          BING BONG
    Oh no, lava! Whooo!             Whawhoooo! Imaginationland is         *
                                    the best!

    Sadness tries to jump to a rock, barely makes it.

                        SADNESS
              Is it all going to be so
              interactive?
INSIDE OUT                                                          76.

    EXT. IMAGINATIONLAND, HOUSE OF CARDS

                        BING BONG
              Hey, look! The House of Cards!!
              Ooh, wait, hang on just a minute...

    From a nearby garage made of cards, Bing Bong pulls a wagon.

                        JOY
              Your rocket!

                        BING BONG
              Yeah! I stashed it in there for
              safekeeping. Now I’m all set to
              take Riley to the MOON!

    He gestures proudly -- accidentally knocking over the house.

                        BING BONG (CONT’D)
              Oh, I’m sorry.

                           HOUSE OF CARDS WORKER
              Great.


    EXT. IMAGINATIONLAND

                        JOY
              I love Imaginationland!

                        BING BONG
              Isn’t it great? And there’s always
              something new, like...

    A giant machine. A conveyer belt reveals a handsome teenager.

                        BING BONG (CONT’D)
              Who the heck is that?

                        BOYFRIEND GENERATOR WORKER
              Imaginary Boyfriend.

                        IMAGINARY BOYFRIEND
              I would die for Riley.

    Joy grimaces.

                        BING BONG
              I’ve never seen him before.

                        IMAGINARY BOYFRIEND
              I live in Canada.
INSIDE OUT                                                    77.

                        BING BONG
              Anyway. This way, through Preschool
              World! We’re nearly to the train!

                        JOY
              Riley, here we come!


    EXT. HOCKEY RINK - FOOT OF GOLDEN GATE BRIDGE -- SUNSET


    INT. HOCKEY RINK - BLEACHERS - CONTINUOUS

    Mom and Riley sit on the bleachers.

                        MOM
              This should be fun. New team, new
              friends! These kids look pretty
              good -- considering they're from
              San Francisco. Heh heh!

                        HOCKEY COACH (O.S.)
              Okay Andersen, you're up!

                        RILEY
              I gotta go.

    Riley heads onto the ice.

                        MOM
              Okay. Good luck, sweetie!


    INT. HEADQUARTERS

                        DISGUST
              Luck isn’t gonna help us now. If
              she tries to use Hockey Island,
              it’s going down.

                        FEAR
              Which is why I’ve recalled every
              hockey memory I can think of.

    The Emotions are standing ankle deep in memories.

                        FEAR (CONT’D)
              One of these has got to work in
              place of the core memory.

    O.S. Hockey whistle.

                        ANGER/DISGUST
              She’s about to play!/Hurry!
INSIDE OUT                                                          78.

    Fear loads a memory into the core holder.

    INT. HOCKEY RINK

    Riley skates onto the ice.


    INT. HEADQUARTERS

    Out the window, Hockey Island lights up feebly.

                        FEAR
              Ha ha! We did it gang! It’s working--

    BOOM! The Core Memory Holder ejects a memory, slamming Anger
    in the face. Hockey Island shakes. Fear SHRIEKS.


    INT. HOCKEY RINK

    Riley struggles to dribble the puck.

                        HOCKEY COACH
              Line change! Line change! Change it
              up! Change it up!


    INT. HEADQUARTERS

    Fear frantically loads memories into the Holder, which spits
    them out like dodge balls. Disgust and Anger run for cover.

    The Holder spins furiously, flinging Fear against the window.
    Memories pelt him.

                         DISGUST
                  (hiding behind a sofa)
              It’s like we don't learn anything.


    INT. HOCKEY RINK

                        HOCKEY COACH
              Let’s pick it up out there!

    Riley attempts to slap the puck, misses, and TRIPS.


    INT. HEADQUARTERS

                           ANGER
              That’s it!
INSIDE OUT                                                       79.

                        FEAR
              No, no, no, breathe! Find your
              happy place--

    Anger grabs Fear by the neck and ricochets him off the
    console, then furiously takes the controls.


    INT. HOCKEY RINK

    Riley angrily throws her stick to the ice and skates off.
    The other players stop and watch.


    INT. HOCKEY RINK - BLEACHERS - CONTINUOUS

    Mom stands up, concerned.

    Riley heads to the stands and removes her skates.

                        MOM
              Riley, what’s wrong?

                          RILEY
              Let’s go.

                        MOM
              You’re not going to finish tryouts?

                        RILEY
              What’s the point?

                        MOM
              Hey, it’ll be alright. Let’s just--

                        RILEY
              Stop saying everything will be
              alright!

    Riley stomps towards the exit. She looks back at the rink.
    All the players cheer and high five.

    Riley turns away from the rink and walks out.


    INT. IMAGINATIONLAND, PRESCHOOL WORLD ENTRANCE

    Boom! Joy turns around and watches Hockey Island crumble.

                        JOY
              Hockey? Oh no... no, she loves
              hockey. She can’t give up hockey.

    Joy pulls out the HOCKEY CORE MEMORY: Riley’s first goal.
INSIDE OUT                                                          80.

    INT. IMAGINATIONLAND, PRESCHOOL WORLD

                        JOY
              Bing Bong, we have to get to that
              station.

                        BING BONG
              Sure thing. This way, just past
              Graham Cracker Castle. Hey. That’s
              weird. Graham Cracker Castle used
              to be right here. I wonder why they
              moved it?

    He walks on, concerned, LEAVING HIS WAGON BEHIND HIM.

                        BING BONG (CONT’D)
              Wow, that’s not... I would have
              sworn Sparkle Pony Mountain was
              right here. Hey, what’s going on?

                        JOY
              Yeah, yeah, I dunno, we’ll have to
              come back--

                        BING BONG
              Princess Dream World!

    A wrecking ball hits a pink castle. Glitter dust plumes.

                        BING BONG (CONT’D)
              Oh no! The Stuffed Animal Hall of
              Fame!

    RIIIP! The head of a bear comes off. Too late, Bing Bong
    notices some construction workers CARRYING AWAY HIS ROCKET.

                         BING BONG (CONT’D)
              My rocket!
                  (running after them)
              Wait! Riley and I, we’re still
              using that rocket! It still has
              some song power left!!
                  (sings)
              Who's your friend who likes to
              play?

    THE ROCKET RESPONDS weakly, propelling it forward. The
    workers toss it onto a junk pile. A bulldozer pushes the pile
    towards the CLIFF EDGE.

                        BING BONG (CONT’D)
              Nooo!!! No! No! No! You can’t take my
              rocket to the dump! Riley and I are
              going to the MOON! Ahhh!
INSIDE OUT                                                 81.

    Over it goes, into the darkness.

                        BING BONG (CONT’D)
              Riley can’t be done with me.

    Bing Bong sits, stunned.    Joy approaches gingerly.

                        JOY
              Hey, it’s going to be okay. We can
              fix this! We just need to get back
              to Headquarters. Which way to the
              train station?

                         BING BONG
                  (still stunned)
              I had a whole trip planned for us.

    Joy tries another tactic.

                        JOY
              Hey, who’s ticklish, huh? Here
              comes the tickle monster...

    No response.

                        JOY (CONT’D)
              Hey! Bing Bong, look at this!
              Dohoioih!

    She makes a silly face. Nothing.

                        JOY (CONT’D)
              Oh, here’s a fun game! You point to
              the train station and we all go
              there! Won’t that be fun? Come on,
              let’s go to the train station!

    Joy walks off, attempting to lead.

                         SADNESS
                  (sits beside Bing Bong)
              I’m sorry they took your rocket.
              They took something that you loved.
              It’s gone, forever.

                        JOY
              Sadness, don’t make him feel worse.

                        SADNESS
              Sorry.

                        BING BONG
              It’s all I had left of Riley.
INSIDE OUT                                                    82.

                        SADNESS
              I bet you and Riley had great
              adventures.

                        BING BONG
              They were wonderful. Once we flew
              back in time. We had breakfast
              twice that day.

                        SADNESS
              That’s sounds amazing. I bet Riley
              liked it.

                        BING BONG
              Oh she did. We were best friends.

                        SADNESS
              Yeah. It’s sad.

    Bing Bong puts his head on Sadness’ shoulder and CRIES.
    Sadness keeps her arm around him until he’s done.

                         BING BONG
              I’m okay now.
                  (stands)
              C’mon, the train station is this
              way.

    He walks off. Joy and Sadness follow.

                        JOY
              How did you do that?

                        SADNESS
              I don’t know. He was sad, so I
              listened to what--

                        BING BONG (O.S.)
              Hey, there’s the train!


    INT. TRAIN CAR - DAY

    Our trio climb aboard just as the train moves.

                        JOY
              We made it! We’re finally going to
              get home!

    Twirling, she knocks over two boxes labeled “FACTS” and
    “OPINIONS.” Small objects spill out of both.
INSIDE OUT                                                         83.

                        JOY (CONT’D)
              Oh no! These Facts and Opinions
              look so similar!

    He dumps them into the “FACTS” box.

                        BING BONG
              Eh, don’t worry about it -- happens
              all the time.


    INT. RILEY’S ROOM - NIGHT

    Riley drops her gear and throws herself on her sleeping bag.


    INT. HEADQUARTERS

                        DISGUST
              On a scale of one to ten, I give
              this day an F.

                        ANGER
              Well why don’t we quit standing
              around and DO something?

                        DISGUST
              Like what, genius?

    Fear enters with a suitcase.

                        FEAR
              Like quitting! That’s what I’m
              doing.

    He stomps on the recall button.

                        FEAR (CONT’D)
              Sure, it’s the coward’s way out.
              But this coward is gonna survive!

    The tube drops over him, but pummels Fear with dozens of
    memories. The tube shuts off and retracts. Fear drops to the
    floor in pain.

                        DISGUST
              Emotions can’t quit, genius.

    Fear spits up a memory.

                        DISGUST (CONT’D)
              Euch! I thought we were supposed to
              be keeping Riley happy.
INSIDE OUT                                                   84.

                        ANGER
              Wait a minute. Wait a minute!

    Anger runs to the back and rummages through the ideas.

                        ANGER (CONT’D)
              Ah ha!

                        FEAR
              What is it?

                         ANGER
                  (holds up the lightbulb)
              Oh nothing. Just the best idea ever.

                        DISGUST
              What?

                        ANGER
              All the good core memories were
              made in Minnesota. Ergo, we go back
              to Minnesota and make more. Ta-da!

                        FEAR
              Wait. You’re saying we run away?

                        ANGER
              Well, I wouldn’t call it that. I’d
              call it, “The Happy Core Memory
              Development Program.”

                        FEAR
              You can’t be serious.

                         ANGER
              Hey. Our life was perfect until Mom
              and Dad decided to move to San Fran
              Stinktown.

                        FEAR
              But, I mean, it’s just so drastic!

                        ANGER
              Need I remind you of how great
              things were there? Our room? Our
              back yard? Our friends?

    He punches up a memory. It plays on the screen.

                        GUM MEMORY
              Tripledent gum will make you smile!
              Tripledent gum it lasts--
INSIDE OUT                                               85.

                         ANGER
              Did I ASK for the gum
              commercial?!?!
                  (he ejects the memory)
              Anyway, it was better, that’s my
              point.

                         DISGUST
                  (considering)
              Riley was happier in Minnesota...

                        FEAR
              Wait, hold on. Shouldn’t we just
              sleep on this or something?

                        ANGER
              Fine. Let’s sleep on it. Because
              hey, I’m sure jolly fun-filled
              times are just around the corner.


    INT. RILEY’S ROOM - NIGHT

    Riley goes to sleep.


    EXT. LONG-TERM MEMORY CLIFFS

    The train slows to a stop.

                           JOY
              Huh?

    The engineer and his assistant hop off the engine.

                        JOY (CONT’D)
              Hey hey! Why aren’t we moving?

                        TRAIN ENGINEER
              Riley’s gone to sleep. We’re all on
              break.

                        SADNESS
              You mean we’re stuck here until
              morning?

                        BING BONG
              Yeah, the Train of Thought doesn’t
              run while she’s asleep.

                        JOY
              Oh, we can’t wait that long!
INSIDE OUT                                                      86.

                        SADNESS
              How about we wake her up?

                        JOY
              Sadness, that’s ridiculous. How
              could we possibly...

    She follows Sadness’ gaze and spots DREAM PRODUCTIONS.

                        JOY (CONT’D)
              How about we wake her up!?

                        SADNESS
              Great idea, Joy.

                        JOY
              Thanks. Come on!


    EXT. DREAM PRODUCTIONS - NIGHT

    Pan down from the DREAM PRODUCTIONS GATE: a busy backlot.

                        JOY
              Whoa! This place is huge.

                        SADNESS
              Yeah, it looks so much smaller than
              I expected.

    They walk past dream “movie posters.”

                        BING BONG
              Whoa! “I Can Fly”? I love that one!

    Joy spots a Unicorn sitting in a director’s chair.

                        JOY
              Rainbow Unicorn! She’s RIGHT THERE!

    Joy tries to play it cool as they walk past.

                        SADNESS
              My friend says you’re famous. She
              wants your autograph.

                         JOY
              No, no, Sadness, don’t bother Miss
              Unicorn, okay?
                  (to unicorn)
              Sorry, she’s from outta town. So
              embarrassing, right?

    She pushes Sadness away. Joy pops back in.
INSIDE OUT                                                           87.

                        JOY (CONT’D)
              I loved you in Fairy Dream
              Adventure Part 7. Okay, bye. I love
              you.

    They reach STAGE B. A sign below a red flashing light reads,
    “DO NOT ENTER WHEN LIGHT FLASHING.”

                        BING BONG
              Huh. Wonder what that means. Oh
              well, let’s go in!

    They enter.


    INT. STAGE B - BUSTLING SOUND STAGE

    Workers scramble to get ready for the production.   A Director
    distributes scripts.

                        DREAM DIRECTOR (O.S.)
              Set up the classroom set! Today’s
              memories are in, we’ve got a lot to
              work with here. Riley dumped her
              best friend, had a miserable day at
              school, and quit hockey. The
              writers have put together a killer
              script!


    INT. STAGE B - COSTUME AREA

    Joy cringes at the news as the three hide behind costumes.


    INT. HEADQUARTERS

    Fear enters drinking tea.

                         FEAR
                  (grumbling to self)
              Just because Joy and Sadness are
              gone, I have to do stupid dream
              duty...


    INT. STAGE B - COSTUME AREA

    Joy, Sadness and Bing Bong watch from behind boxes.

                        JOY
              Okay, how are we gonna wake her up?
INSIDE OUT                                                     88.

                         SADNESS
              Well, she wakes up sometimes when
              she has a scary dream. We could
              scare her.

                        JOY
              Scare her? No no, she’s been
              through enough already.

                           SADNESS
              But Joy--

                        JOY
              Sadness you may know your way
              around down here, but I know Riley!
              We’re gonna make her so happy
              she’ll wake up with exhilaration!
              We’ll excite her awake!

                        SADNESS
              That’s never happened before.

    Joy spots a nearby dog costume and tosses it to Sadness.

                        JOY
              Ooh, Riley loves dogs. Put this on!

                        SADNESS
              I don’t think that’ll work.

                           JOY
              Bing Bong.

                           BING BONG
              Yeah?

    She gives him the satchel containing the CORE MEMORIES.

                        JOY
              Don’t let anything happen to these.

                           BING BONG
              Got it!


    INT. STAGE B - STAGE AREA, CLASSROOM SET

    DREAM DIRECTOR checks the monitor.

                       DREAM DIRECTOR
              Mm hm. Add the reality distortion
              filter.
INSIDE OUT                                                         89.

    A WORKER slips a filter over the camera lens, transforming
    the MIND WORKERS into replicates of Riley’s classmates.

                         DREAM DIRECTOR (CONT’D)
              Love it.
                  (to actors)
              Remember, play to the camera,
              everyone! Riley is the camera!
              Makeup, get out of there, we are on
              in 5,4,3...

    A UNION HARP PLAYER strums: the dream is starting.

    From the camera’s POV: the classroom set. STUDENTS at desks.
    An EXTRA playing Riley’s teacher reads cue cards badly.

                        EXTRA
              Hello class. Before we begin
              today’s pop quiz, which counts for
              90% of your final grade...


    INT. HEADQUARTERS - CONTINUOUS

                        FEAR
              Man, she is one bad actress.


    INT. STAGE B - CLASSROOM SET

    The CUE CARD GUY flips over the next card.

                        EXTRA
              ...I want to introduce our new
              student. Riley. Would you like to
              stand up and introduce yourself?

                        DREAM DIRECTOR
              Camera.

    The camera adjusts as if Riley is standing.

                        DREAM DIRECTOR (CONT’D)
              And... cue Riley.

    A CREW MEMBER clears his throat and reads into a megaphone.

                        RILEY VOICE
              My name’s Riley Andersen, I’m from
              Minnesota and now I live here.

    A STUDENT points to the camera.
INSIDE OUT                                                          90.

                        DREAM STUDENT #1
              Ew, look! Her teeth are falling out!

    A crew member drops handfuls of teeth in front of the camera.


    INT. HEADQUARTERS

                         FEAR
                  (dismissive)
              Pff, teeth falling out, I'm used to
              that one. Let me guess, we have no
              pants on.


    ON THE SCREEN:

                        DREAM STUDENT #2
              Hey look! She came to school with
              no pants on!

    The camera adjusts down to reveal Riley’s bare legs. Riley’s
    hands try to block them.

                           FEAR
              Called it!


    INT. STAGE B - BACKSTAGE

    Joy and Sadness are in the dog costume, waiting to go on.

                           JOY
              Ready?

                        SADNESS
              I don’t think this happy thing is
              going to work. But if we scare her--

                        JOY
              Just follow my lead. Here we go!

    Joy yanks Sadness onto the set.


    INT. STAGE B - CLASSROOM SET

    They run around in playful circles. Joy makes puppy noises.

                         DREAM DIRECTOR
                  (flipping through script)
              Who is that?
INSIDE OUT                                                          91.

    INT. HEADQUARTERS

                        FEAR
              What’s going on?


    INT. STAGE B - CLASSROOM SET

    Joy and Sadness run around, Joy licking students and barking.
    Through the reality distortion they look like a happy puppy.

    Joy looks at the sleep indicator: Riley is still asleep.

    INT. RILEY’S ROOM - CONTINUOUS

    Riley is sound sleep.


    INT. STAGE B - CLASSROOM SET

                         JOY
                  (to Bing Bong)
              Psst. You’re on! Go!

    Bing Bong pulls a rope. Balloons drop! A colorful backdrop!

                        JOY (CONT’D)
              Woo! Let’s party! Let’s dance. Woo!


    INT. HEADQUARTERS

                        FEAR
              Hey, a party!


    INT. RILEY’S ROOM

    Riley is still sound asleep.


    INT. STAGE B - CLASSROOM SET

    On stage, Joy and Sadness run in circles, barking.

                        SADNESS
              Joy, this isn’t working.

    Bing Bong knocks over a light, causing spooky uplighting.

    Sadness tries to stop.   The dog costume RIPS IN HALF.
INSIDE OUT                                                     92.

    INT. HEADQUARTERS

    Fear does a spit take. On screen, a real dog is in two
    pieces.


    INT. STAGE B - CLASSROOM SET

    Joy runs after Sadness.

                        JOY
              Huh? Sadness, what are you doing?!
              Come back here!


    INT. HEADQUARTERS

    On screen, the front half of a dog chases the rear half.

                        FEAR
              It’s just a dream, it’s just a
              dream, it’s just a dream...


    INT. RILEY’S ROOM

    Riley stirs in her sleep.


    INT. STAGE B - CLASSROOM SET

                        DREAM DIRECTOR
              They’re trying to wake her up! Call
              security!


    INT. HEADQUARTERS

    Bing Bong appears on screen.

                        BING BONG (O.S.)
              Hi Riley, it’s me! Who’s your
              friend who likes to play? Bing
              Bong, Bing Bong!

                           FEAR
              Bing Bong?


    INT. STAGE B - CLASSROOM SET

    Bing Bong slips, tipping over the set wall.
INSIDE OUT                                                         93.

                        JOY
              Sadness! You are ruining this
              dream! You’re scaring her!

                        SADNESS
              But look, it’s working!

    The SLEEP INDICATOR is starting to tip. Joy’s eyes widen.

                         JOY
              Whoa!

    But before she can do anything, Security enters.

                         DREAM DIRECTOR
                  (to Security)
              They are not part of this dream!
              Get them!

    Sadness pulls Joy out of harms way as guards GRAB Bing Bong.

                        DREAM PRODUCTIONS COP #1
              Stop right there!

                         BING BONG
              Ow! Hey!

                         DREAM DIRECTOR
                  (to camera operator)
              Pan away! Pan away!

    The camera pans away to Rainbow Unicorn making off with a
    giant cupcake platter from the craft services table.


    INT. HEADQUARTERS

                        FEAR
              Booooo! Pick a plot line!


    INT. STAGE B - CLASSROOM SET

    Joy and Sadness watch as guards haul off Bing Bong.


    EXT. STAGE B

    Joy and Sadness exit Stage B.

                        BING BONG (O.S.)
              Ow! Ow! Cut that out. Ow! Please...
              you can’t do this!
                        (MORE)
INSIDE OUT                                                         94.
                        BING BONG (O.S.) (CONT'D)
              Do you like candy? You look hungry.
              I can get you candy! Please! Ow.
              Ow. Ow.

    Joy and Sadness watch Bing Bong being dragged far off to the
    dark, menacing entry of SUBCONSCIOUS.

                        JOY
              No, no no no, there go the core
              memories...!

    The door opens. SPOOKY LIGHT spills out.

                        BING BONG
              I can’t go in there. I’m scared of
              the dark. Please!

    He’s thrown in and the door SLAMS SHUT.

    Joy and Sadness head after him, down the long stairway.


    EXT. SUBCONSCIOUS STAIRS

                        JOY
              What is this place?

                         SADNESS
                  (hushed tone)
              The Subconscious. It’s where they
              take all the troublemakers.


    EXT. SUBCONSCIOUS GATE

    Joy and Sadness hide. TWO CLUELESS GUARDS block the gate.

                        SUBCONSCIOUS GUARD DAVE
              My hat feels loose.

                        SUBCONSCIOUS GUARD FRANK
              Let me see.

    How to get in? Sadness has an idea.


    EXT. SUBCONSCIOUS GATE

    Sadness leads Joy around and behind the guards.

                        SUBCONSCIOUS GUARD DAVE
              You got my hat? Or, or is that your
              hat?
INSIDE OUT                                             95.

                        SUBCONSCIOUS GUARD FRANK
              Yeah, it’s my hat.

                        SUBCONSCIOUS GUARD DAVE
              You sure? I don’t know, look in the
              label.

                        SUBCONSCIOUS GUARD FRANK
              Yeah, it says, “My Hat.”

                        SUBCONSCIOUS GUARD DAVE
              Wait, it says, “My Hat”?

                        SUBCONSCIOUS GUARD FRANK
              “My Hat,” it says.

                        SUBCONSCIOUS GUARD DAVE
              That’s what I wrote in my hat.

                        SUBCONSCIOUS GUARD FRANK
              What are you talking about?

                        SUBCONSCIOUS GUARD DAVE
              You’ve got my hat on.

                        SUBCONSCIOUS GUARD FRANK
              Okay, but it’s my handwriting--

    Sadness loudly SHAKES the door.

                          SUBCONSCIOUS GUARD DAVE
              Hey! You!

                        SADNESS
              Oh! You caught us! Heh.

                        SUBCONSCIOUS GUARD FRANK
              Get back in there! No escaping!

    The guards shove them through and slam the door.


    INT. SUBCONSCIOUS CAVE

    Joy gives Sadness an approving nod: nice work.

    They head forward. This place is spooky.

                        SADNESS
              I don’t like it here. It’s where
              they keep Riley’s darkest fears.

    Joy spots a dark shape ahead:
INSIDE OUT                                                          96.

                        JOY
              It’s broccoli!

    Behind them:

                        SADNESS
              The stairs to the basement!

    They SCAMPER AWAY like frightened mice.

                        JOY
              Grandma’s vacuum cleaner!

    The vacuum gives chase. Joy and Sadness lose it and hide
    behind a rock.

                         JOY (CONT’D)
                  (catching her breath)
              Okay, come on.

    Sadness makes a loud CRINKLING NOISE with each step.

                        JOY (CONT’D)
              Would you walk quieter?

                        SADNESS
              I’m trying!

                         JOY
              What is going--
                  (looking down)
              Candy wrappers.

    They follow a trail of candy wrappers into the cave to find--


    INT. SUBCONSCIOUS CAVE, CLOWN LAIR

    --a crying Bing Bong in a balloon cage, atop a large mound.

                           JOY
              Bing Bong!

                           BING BONG
              Joy?

                        JOY
              There you are.

                         BING BONG
              SHHHHH!
                  (points)

    They are standing in front of a giant SLEEPING CLOWN.
INSIDE OUT                                                          97.

                         JOY
                  (terrified)
              It’s Jangles.

                         JANGLES
                  (talking in his sleep)
              Who’s the birthday girl, who’s the
              birthday girl...

    They gingerly approach Jangles. Joy climbs up to Bing Bong.

                        JOY
              Do you have the core memories?

    He gives her the satchel. Joy holds them close.

                        BING BONG
              All he cared about was the candy!

    Joy helps Bing Bong squeeze through, but the balloon-bars
    make loud twisting noises. Jangles stirs. Joy freezes. She
    stretches them further...

    Success! Joy and Bing Bong hurry down and the trio rush away.

                        BING BONG (CONT’D)
              We’re out of here! Let’s get to
              that train.

                        JOY
              Wait. The train’s not running. We
              still have to wake up Riley.

                         SADNESS
              But how?

    Joy and Sadness look back at the clown.

                         BING BONG
              Oh no.

    Together, Joy and Sadness approach Jangles and HONK HIS NOSE.
    His eyes open. He stands. He’s HUGE, towering over them.

                         JOY
                  (loudly)
              H-hhey Sadness, did you hear about
              the p-pahh-party that we’re having?

                        SADNESS
              Ohhhh yeah, yes Joy! Isn’t it a ba-
              bahh... birthday party?
INSIDE OUT                                                         98.

                        JANGLES
              Did you say... birthday?

                        JOY
              And there’s going to be cake, and
              presents and--

                        SADNESS
              --and games and balloons--

                         JANGLES
                  (pulls out a giant mallet)
              A BIRTHDAY?!?!

                        JOY
              Okay. Follow us!

    All three run towards the gate, followed by the giant clown!

                        JOY (CONT’D)
              Nothing like a good scare to wake
              you up, right?


    EXT. SUBCONSCIOUS GATE -- CONTINUOUS

    The guards inspect each others’ hats.

                        SUBCONSCIOUS GUARD FRANK
              Okay, but it’s my handwriting.

                        SUBCONSCIOUS GUARD DAVE
              No, it isn’t. That’s my handwrit--
              I wrote that!

                        SUBCONSCIOUS GUARD FRANK
              No, but THIS one’s my handwriting--

    BASH! Jangles’ mallet smashes through, laughing maniacally.

    Our trio run up the stairs, Jangles close behind.


    INT. DREAM PRODUCTIONS - STAGE B - MOMENTS LATER

    The UNICORN DREAM is mid-production: a Glitter Dance Party,
    rainbows and sparkles aplenty. The crew is bored.


    INT. HEADQUARTERS

    Fear is practically asleep.
INSIDE OUT                                                       99.

    INT. STAGE B

    The set begins to shake. BLAAAM! Jangles crashes in.

                        JANGLES
              WHO’S THE BIRTHDAY GIRL?!?!


    INT. HEADQUARTERS

    Fear SHRIEKS, bashes a button and passes out.


    INT. RILEY’S ROOM - NIGHT

    Riley bolts upright in bed.


    INT. STAGE B

    The meter reads “AWAKE.” Joy and Sadness do a happy dance.

                        BING BONG
              Come on, let’s go!

    They bolt, leaving Jangles gleefully demolishing the sets.


    EXT. TRAIN STATION - MOMENTS LATER

    Our trio leap aboard just as the train picks up speed.

                 JOY                           SADNESS
    Ha ha! We made it!              Whoo-hoo! Ha ha!                   *

                        JOY
              Guess who’s on their way to
              Headquarters?!

    Joy grabs Sadness and picks her up in celebration.

                         SADNESS
              We are!


    INT. RILEY’S ROOM - NIGHT

    Riley sitting up in bed after being scared awake.


    INT. HEADQUARTERS - MORNING

    Anger and Disgust come out looking tired, rumpled...
INSIDE OUT                                               100.

                        DISGUST
              What is going on?

                        ANGER
              He did it again.

                         FEAR
                  (huddled on the floor)
              We were at school, and we were
              naked, and there was a dog, and his
              back half was chasing him... and
              then we saw Bing Bong.

                        ANGER
              You idiot! It was a DREAM! This is
              ridiculous, we can’t even get a
              good night sleep anymore. Time to
              take action.

    He goes and gets the Idea Bulb he held up earlier.

                        ANGER (CONT’D)
              Stupid Mom and Dad. If they hadn't
              moved us, none of this would've
              happened. Who’s with me?

    Fear stammers nervously. Anger looks to Disgust.

                        DISGUST
              Yeah, let's do it.

    Anger plugs the Idea Bulb in.


    INT. RILEY’S ROOM - NIGHT

    Riley gets the idea. She takes out her computer.


    INT. HEADQUARTERS

                        ANGER
              She took it. There’s no turning
              back.

                        DISGUST
              So, how’re we gonna get to
              Minnesota from here?

                        ANGER
              Well, why don’t we go to the
              elephant lot and rent an elephant?
INSIDE OUT                                                          101.

                        FEAR
              Hey! That sounds nice!

                        ANGER
              We're taking the bus, nitwit!


    INT. RILEY’S ROOM - NIGHT

    On her laptop, Riley pulls up the Transway Bus Lines website.


    INT. HEADQUARTERS

                        ANGER
              There’s a bus leaving tomorrow.
              Perfect.

                        DISGUST
              A ticket costs money. How do we get
              money?

                        ANGER
              Mom’s purse.

                        DISGUST
              You wouldn’t.

                        ANGER
              Oh, but I would. Where was it we
              saw it last?

    He punches up a memory. It comes up and plays.

                        GUM MEMORY (O.S.)
              Tripledent gum will--

                         ANGER
              NOOOO!!!
                  (slams his fist, canceling
                   the memory)
              It’s downstairs somewhere. Mom and
              Dad got us into this mess. They can
              pay to get us out.


    INT. RILEY’S ROOM - NIGHT

    Riley’s face grows angry.


    EXT. MIND WORLD - MORNING

    The train speeds ahead. The trio look out the train door.
INSIDE OUT                                                         102.

                        BING BONG
              How about this, huh? Isn’t this
              nice? You can see everything from
              up here! Look, there's Inductive
              Reasoning. There's Deja Vu. There's
              Language Processing! There's Deja
              Vu. There's Critical Thinking!
              There's Deja Vu. Hey look at this,
              guys! Memories!

    Bing Bong ducks inside the train. Joy looks over to Sadness.

                        JOY
              Hey, that was a good idea. About
              scaring Riley awake. You’re not so
              bad.

                           SADNESS
              Really?

                           JOY
              Nice work.

    Joy turns to sit on a crate inside the train.

                        JOY (CONT’D)
              I can’t wait to get the old Riley
              back. As soon as we get there I’m
              going to fix this whole mess.

    Bing Bong looks at a memory.

                        BING BONG
              Whoa. Is this Riley?

    A RECENT MEMORY: Riley hoisted in the air by her teammates.

                        BING BONG (CONT’D)
              She’s so big now. She won’t fit in
              my rocket. How’re we gonna get to
              the moon?

                         JOY
                  (taking the memory)
              Oh, it's that time in the twisty
              tree, remember? The hockey team
              showed up and Mom and Dad were
              there cheering. Look at her, having
              fun and laughing. I love this one.

                        SADNESS
              Mmm. I love that one too.
INSIDE OUT                                                         103.

                        JOY
              Atta girl! Now you’re getting it!

                        SADNESS
              Yeah. It was the day the Prairie
              Dogs lost the big playoff game.
              Riley missed the winning shot. She
              felt awful. She wanted to quit.

    Joy’s smile fades.

                        SADNESS (CONT’D)
              Sorry. I went sad again, didn’t I?

                        JOY
              I’ll tell ya what. We’ll keep
              working on that when we get back.
              Okay?

                         SADNESS
              Okay.

    Joy puts the memory in the satchel.


    INT. SAN FRANCISCO HOUSE - NIGHT

    Riley sneaks down the stairs. Mom is on the phone in the
    kitchen with her back to Riley.

                         MOM
                  (on phone)
              But I just don’t understand, why
              did our moving van even go to
              Texas?

    Riley spots Mom’s purse on the table.

                        MOM (CONT’D)
              Multiple customers?

    Riley opens the purse.

                        MOM (O.S) (CONT’D)
              Well, we were promised delivery on
              the fifth. Uh-huh.

    Riley takes out Mom’s credit card. She pauses. Is she really
    doing this? Suddenly Mom turns. Riley panics.

    Mom looks up. Empty room.
INSIDE OUT                                                          104.

                         MOM (CONT’D)
                  (still on phone)
              Excuse me, isn’t there any way that
              you can rush it?

    Riley slips off with the credit card.


    EXT. MIND WORLD - CONTINUOUS

    The train passes crumbling HONESTY ISLAND.


    INT. TRAIN CAR

    Honesty Island crashes into the train tracks. Joy, Sadness
    and Bing Bong scream.

    Workers below see the train falling towards them.

                          WORKER #1
              LOOK OUT!

    The train CRASHES onto the cliffside. It slips towards the
    edge. Joy struggles to get up, but the floor is pitching.

                          BING BONG
              Hold on!

    Workers grab Joy, Sadness and Bing Bong just as the train
    slides off the cliff and drops into the dump below.

    Joy looks towards Headquarters.

                         JOY
              That was our way home! We lost
              another island... what is
              happening?

                        WORKER #1
              Haven’t you heard? Riley is running
              away.

                          JOY
              What?!


    INT. RILEY’S ROOM - MORNING

    Riley packs her clothes when her expression changes to worry.
INSIDE OUT                                                       105.

    INT. HEADQUARTERS

    Fear is driving.

                        FEAR
              Wait, wait, hang on, guys. Are we
              really doing this? I mean, this is
              serious.

    Anger pushes Fear aside and works the console.

                        ANGER (O.S.)
              Look. We have no core memories. You
              want Riley to be happy? Let’s get
              back to Minnesota and make more.


    INT. RILEY’S ROOM

    Riley’s worried face goes angry. She packs and exits.


    EXT. LONG-TERM MEMORY CLIFFS

                         SADNESS
              If we hurry, we can still stop her.
                  (points)

                        JOY
              Family Island. Let’s go!

    The trio run along the cliff edge towards the last island.


    INT. SAN FRANCISCO HOUSE - STAIRWAY - DAY

    Riley walks downstairs.


    EXT. LONG-TERM MEMORY CLIFFS

    Family Island shakes and crumbles.

                        SADNESS
              Joy! Joy! It’s too dangerous! We
              won’t make it in time!

                        JOY
              But that’s our only way back!

    The rumbling causes an END CAP of a nearby shelf to break,
    exposing an open tube. A memory gets sucked up and shot
    towards Headquarters.
INSIDE OUT                                                          106.

                        JOY (CONT’D)
              A recall tube!

                        SADNESS
              We can get recalled!

    They run towards it.


    INT. SAN FRANCISCO HOUSE - DAY

    Riley goes to the front door. Mom and Dad are in the kitchen.

                        MOM
              Have a great day, sweetheart.

                        DAD
              See you after school, monkey.

                        MOM
              We love you!

    Riley doesn’t respond. She turns and walks out the door.


    EXT. LONG-TERM MEMORY CLIFFS

    Family Island rumbles. A LARGE CHUNK of cliff edge breaks off
    behind them, driving Joy and Sadness forward.

                        JOY
              Go! Run! RUN!

    Joy steps into the disconnected TUBE, ready to sail up to
    Headquarters.

    Sadness tries to climb in, but there’s not enough room; she
    jostles, pressing against the satchel. The CORE MEMORIES
    start to turn blue.

                         JOY (CONT’D)
              Woah woah! Sadness!
                  (pushing her back)
              Sadness, stop! You’re hurting
              Riley!

    Joy pulls a core memory from the satchel. It is BRIGHT BLUE,
    but slowly fades back to normal.

                        SADNESS
              Oh no, I did it again...
INSIDE OUT                                                          107.

                        JOY
              If you get in here, these core
              memories will get sad!

    Joy watches FAMILY ISLAND crumble. She looks down at Sadness.

    Joy, pained, decides.

                        JOY (CONT’D)
              I’m sorry. Riley needs to be happy.

    She pulls the tube closed and starts up alone.

    Sadness and Bing Bong watch, betrayed and despondent.

    Joy looks guilt-ridden, but looks on towards Headquarters.

    Suddenly, the cliffside rumbles. Joy’s tube BREAKS. Joy
    FALLS!

    Bing Bong runs forward to help her, but the ground beneath
    him crumbles away.

    Joy and Bing Bong tumble into the abyss.

                        SADNESS
              Joy!!!


    EXT. SAN FRANCISCO ALLEY - DAY

    Riley walks off into the fog.


    EXT. MEMORY DUMP - MOMENTS LATER

    Joy falls, clutching the satchel of core memories.

    She lands hard, rolling down a hill of faded memories. She
    sits up, looks around. The satchel! All the memories are
    still there. Panicked, Joy runs up the hills of memories.

    Off in another part of the dump, Bing Bong comes to.

                        BING BONG
              Joy?

    Bing Bong notices his hand beginning to fade. He gasps.

                        BING BONG (CONT’D)
              Joy!

    He finds Joy desperately clawing her way up the hill.
INSIDE OUT                                                           108.

                        BING BONG (CONT’D)
              Joy? Joy, what are you doing? Will
              you stop it please?

    Joy ignores him; keeps trying.

                        BING BONG (CONT’D)
              Don’t you get it, Joy? We’re stuck
              down here. We’re forgotten.

    This stops Joy. All around, memories are fading to dust.
    Vapors blowing in the atmosphere, they disappear.

                        RILEY (O.S.)
              We used to play tag and stuff.

    Joy recognizes this. She finds Sadness’ BLUE CORE MEMORY:
    Riley crying in class.

                        RILEY (O.S.) (CONT’D)
              But everything’s different now
              since we moved.

    Seeing Riley cry breaks Joy’s heart. She falls to her knees.

    She picks up a nearby MEMORY of young happy Riley coloring.

                        JOY
              Do you remember how she used to
              stick her tongue out when she was
              coloring?

    Another memory: Riley talking to a bug.

                        JOY (CONT’D)
              I could listen to her stories all
              day.

    Another memory: Riley spinning.

                         JOY (CONT'D)
              I just wanted Riley to be happy.
              And now...

    She holds the recent blue memory of Riley in class.   Joy hugs
    them all until the memories fall out of her arms.

    Joy cries. A long, deep, painful cry.

    Joy has lost everything.

    Around her, memories fade and disappear.

    A tear falls onto the faded TWISTY-TREE MEMORY. Joy wipes it.
INSIDE OUT                                                          109.

    In wiping the tear, the memory rewinds. Its color CHANGES
    from GOLD TO BLUE.

    IN THE MEMORY: Riley sits in the tree with her parents, the
    team approaching in the distance.

    Joy looks closer. What’s this? She rewinds more.

    IN THE MEMORY: Riley sits in the tree, crying, alone.

    Joy remembers what Sadness said about the memory...

                         SADNESS (V.O.)
               It was the day the Prairie Dogs
               lost the big playoff game. Riley
               missed the winning shot. She felt
               awful. She wanted to quit.

    IN THE MEMORY: Mom and Dad come to console Riley.

    Joy fast forwards.

    IN THE MEMORY: The hockey team lifts Riley on their shoulders
    and cheers. Riley smiles.

                         JOY
               Sadness. Mom and Dad, the team...
               they came to help because of
               Sadness.

    She turns to Bing Bong, ready to take action.

                         JOY (CONT’D)
               We have to get back up there!

                         BING BONG
               Joy, we’re stuck down here. We
               might as well be on another planet.

                          JOY
                   (getting an idea)
               Another planet.
                   (sings)
               Who’s your friend who likes to
               play?

    Silence.

                          JOY (CONT’D)
                   (sings louder)
               Who’s your friend who likes to
               play?
INSIDE OUT                                                          110.

                         BING BONG
                  (understanding; excited)
              His rocket makes you yell "Hooray!"

    Far off, BING BONG’S ROCKET answers. They run towards it.

                        BING BONG (CONT’D)
              Who's the best in every way and
              wants to sing this song to say,
              who's your friend who likes to
              play? Bing Bong Bing Bong!

    Joy and Bing Bong find the rocket!


    EXT. MEMORY DUMP - LATER

    They perch the wagon atop a hill. Joy looks resigned.

                        JOY
              Hop in!

    Both inside, Bing Bong pushes off. They speed down a slope to
    gain momentum, singing all the way. They reach the bottom and
    shoot up another hill, launching up towards the cliff top.

    Joy and Bing Bong enthusiastically, if not desperately, sing
    at the top of their lungs.

    Not even close. They crash back to the bottom.

                        JOY (CONT’D)
              C’mon!


    EXT. MEMORY DUMP - MOMENTS LATER

    They shoot down a taller hill for another go. They SING
    faster and louder.

    Joy reaches for the ledge but they fall with a thud.

    Bing Bong stands. There’s no way they’ll make it. He looks
    up at the ledge and then to his hand -- it’s disappearing!

                        BING BONG
              Come on, Joy. One more time. I’ve
              got a feeling about this one.


    EXT. MEMORY DUMP - MOMENTS LATER

    Hurdling down the largest hill yet, they continue to sing
    Bing Bong’s song.
INSIDE OUT                                                          111.

                        BING BONG
              Louder! Louder, Joy! Sing louder!

    Bing Bong times it just right... and jumps out of the wagon.

    Without his weight, the Joy gains momentum. She’s unaware of
    Bing Bong’s absence.

                        JOY
              We’re gonna make it!

    The rocket makes it over the ledge! It crashes atop the
    cliff.

                        JOY (CONT'D)
              Woohoo! Bing Bong, we did it! We--

    She turns around. She’s alone.

                        JOY (CONT'D)
              Bing Bong? Bing Bong!

    She runs to the cliff side. Below, Bing Bong laughs
    excitedly, happy to help Riley in the only way he can.

                         BING BONG
              Ya ha ha! You made it! Ha ha! Go!
              Go save Riley!
                  (pause)
              Take her to the moon for me. Okay?

    He waves as the last of him vanishes into the air. Joy’s eyes
    widen in awe; he’s sacrificed his life for her.

                        JOY
              I'll try, Bing Bong. I promise.

    Joy gets up and soldiers on.

    INT. SAN FRANCISCO HOUSE - EVENING

    Mom and Dad walk in.

                        MOM
              We’re home! Riley? Riley!


    INT. RILEY’S ROOM - EVENING

    Dad opens the door. The room is empty.

                        MOM
              I’ll call her cell.
INSIDE OUT                                                          112.

    EXT. SAN FRANCISCO STREET - EVENING

    Riley walks through a sketchy part of the city.


    INT. HEADQUARTERS

                        FEAR
              This is terrible. Wait. Is that
              someone walking towards us? Let’s
              cross the street.

    Riley’s cell phone rings. MOM is calling.


    INT. HEADQUARTERS

                        FEAR
              It's Mom! She's on to us! Where's
              my bag?

    Fear finds a paper bag and breathes into it to calm himself.

                        DISGUST
              What do we do?

                        ANGER
              Riley needs to get core memories.
              We keep going.


    EXT. SAN FRANCISCO STREET - CONTINUOUS

    Riley ignores the call and walks on.


    EXT. LONG-TERM MEMORY

    Joy runs through the Long-Term Memory stacks.

                         JOY
              Sadness!

    She sees Family Island rumble, pieces beginning to break off.
    She frantically continues on.


    EXT. BUS DEPOT - EVENING

    Riley walks into the bus depot.
INSIDE OUT                                                          113.

    EXT. LONG-TERM MEMORY

    Joy runs through a long corridor.

                         JOY
              Sadness? Sadness?
                  (no answer; desperate)
              C’mon Sadness, where are you? Okay.
              If I were Sadness, where would I be?

    Joy slumps to the ground. She kicks a leg up in the air.

                         JOY (CONT'D)
                  (Sadness voice)
              Ohhh... everything is awful and my
              legs don’t work and you have to
              drag me around while I touch all
              the--

    Joy stops. Something has caught her eye.

    REVEAL: a path of blue memories on the bottom shelves.

    Joy follows the path.


    EXT. BUS DEPOT - MOMENT LATER

    Riley walks out of the bus depot and into the advancing line.
    Her cell phone rings again: “Mom.”


    INT. HEADQUARTERS

    Fear breathes faster into his paper bag.

                        DISGUST
              Oh no. It’s Mom again. What do we
              do?!

                        ANGER
              Uh... Uh...

    Boom! Family Island rumbles behind them.

    QUICK INTERCUTS between the line getting shorter, Riley
    declining Mom’s call, and Family Island crumbling. Finally...


    INT. HEADQUARTERS

    Fear’s bag POPS.
INSIDE OUT                                                         114.

                        ANGER
              This is madness! She shouldn’t run
              away!

                        DISGUST
              Let’s get this idea out of her
              head.

    They rush to unplug the idea.


    INT. LONG-TERM MEMORY

    Joy runs, following the path of blue memories.

                           JOY
              Sadness!

    Joy rounds a corner and spots Sadness far down the next row.

                           JOY (CONT’D)
              Sadness!

    Sadness turns around.

                           SADNESS
              Joy?

    Inexplicably, Sadness turns and runs away.

                        JOY
              Wait, Sadness!

    Joy chases after her. Sadness doesn’t stop.

                        SADNESS
              Just let me go! Riley’s better off
              without me!

    Joy follows Sadness straight into...


    INT. IMAGINATIONLAND, FRENCH FRY FOREST

    Sadness topples giant french fries in Joy’s path.

                           JOY
              Come back!

    Joy uses a super-long fry to vault over the mound of fries.
INSIDE OUT                                                          115.

    INT. IMAGINATIONLAND, CLOUD TOWN

    Two MIND WORKER COPS are questioning a CLOUD WITNESS.

                        MIND WORKER COP #1
              So you’re saying your husband was
              blown away by an elephant.

    The Cloud Witness nods. Sadness runs past the crime scene.
    They don’t notice.

                        MIND WORKER COP #1 (CONT’D)
              Was he with anyone?

                        CLOUD WITNESS
              Yes! And there she is!

    Joy runs right through the Cloud Witness, dissipating her.

                         MIND WORKER COP #1
                  (runs after Joy)
              Hey! Come back here!

                        MIND WORKER COP #2
              Forget it, Jake. It’s Cloud Town.


    EXT. IMAGINATIONLAND, CLIFF EDGE

    Joy searches for Sadness. Suddenly, rain falls on her. Above,
    Sadness is floating on a chunk of rain cloud, away from
    Headquarters.

                        JOY
              What? Sadness!

                         SADNESS
                  (crying)
              I only make everything worse!

                         JOY
              Wait-- Sadness! We've gotta get you
              back to...
                  (Sadness is too far away)
              Ugh.

    Joy looks back at Family Island crumbling. She looks around:
    what does she have to work with? The Boyfriend Generator...


    INT. HEADQUARTERS

    Anger tries to untwist the Idea Bulb, but IT WON’T MOVE.
INSIDE OUT                                                         116.

                        ANGER
              It’s stuck!

                           DISGUST
              Oh great.

                        FEAR
              Whadayamean it’s stuck?!?

                           DISGUST
              Now what?

    A strange BLACKNESS spreads over the console.

                        FEAR
              Oh, no, no, no. What is THIS?!


    INT. BUS - EVENING

    Riley boards the bus.


    INT. HEADQUARTERS

    Anger slams a chair down on the console. It bounces off with
    no effect. Fear lunges in with a crowbar. He loses control
    and it smacks him in the face.


    INT. BUS - CONTINUOUS

    Riley walks down the aisle of the bus.


    INT. HEADQUARTERS

                        FEAR
              Oh, how do we stop it?

                        DISGUST
              I got it! Make her feel scared!
              That’ll make her change her mind!

                           FEAR
              Brilliant!

                        DISGUST
              I know it’s brilliant. Do it!

    Fear frantically pushes buttons.
INSIDE OUT                                           117.

                        FEAR
              Ahh! Nothing’s working! Why isn’t
              it working??

                        ANGER
              Let me try!

    Disgust and Fear pound on the console buttons.

                        DISGUST
              Great, you broke it!

                        FEAR
              No, I didn’t!

                        ANGER
              Let me do it!


    INT. BUS - CONTINUOUS

    Riley takes a seat.


    INT. HEADQUARTERS

    By now, the console is mostly black.

                        FEAR
              Guys. We can’t make Riley feel
              anything.


    INT. BUS - CONTINUOUS

    Riley sits on the bus.


    INT. HEADQUARTERS

                        ANGER
              What have we done?


    EXT. IMAGINATIONLAND, BOYFRIEND GENERATOR

    Joy runs up to Riley’s Imaginary Boyfriend.

                        JOY
              Hey! Hey, look at me. Did you mean
              what you said before?
INSIDE OUT                                                          118.

                         IMAGINARY BOYFRIEND
              I would die for Riley! I would die
              for Riley!

                        JOY
              Yeah, yeah, okay, Haircut. Time to
              prove it.

    Joy scoops him into her satchel. She activates the generator.
    Imaginary Boyfriends pour out, directly into Joy’s satchel.


    EXT. IMAGINATIONLAND

    Joy spots Sadness ahead, and runs past her.


    EXT. IMAGINATIONLAND, BALLOON TREES

    Joy pulls a balloon free from a TWISTY BALLOON PALM TREE. She
    aims it towards the approaching Sadness and unties it.

    PTHHPT! The balloon blows Sadness back over the MEMORY DUMP.
    In the process, the HOUSE OF CARDS behind them collapses.

                         HOUSE OF CARDS WORKER
                  (angry)
              That’s it! I fold!


    EXT. IMAGINATIONLAND, BOYFRIEND GENERATOR

    Joy sprints by grabbing the SATCHEL, now full of boyfriends.


    EXT. IMAGINATIONLAND, CLIFFSIDE

    Sadness floats out over the Memory Dump. Joy runs along the
    cliff edge, parallel to Sadness, towards Family Island.


    EXT. LONG-TERM MEMORY CLIFFS, NEAR FAMILY ISLAND

    Joy sights Sadness and aligns herself with Family Island. She
    dumps the satchel, pouring out the Boyfriends. Their momentum
    pulls her to the top of a TOWER OF BOYFRIENDS.

                         JOY
                  (to herself)
              This is crazy, this is crazy... No,
              no, no! Joy! Be positive.
                  (beat)
              I am POSITIVE this is crazy!
INSIDE OUT                                                        119.

    Joy spots the trampoline on Family Island, then Sadness
    floating away. She times it...

                           JOY (CONT’D)
              NOW!

    The tower tips forward.

                           IMAGINARY BOYFRIENDS
              For Riley!

    Joy falls towards Family Island, bounces on the TRAMPOLINE,
    flying up towards Sadness. She intercepts Sadness midair...

                           JOY
              Gotcha!

                           SADNESS
              Joy?

                           JOY
              Hang on!

    They launch towards Headquarters. Will they make it?


    INT. HEADQUARTERS

    Anger, Fear and Disgust watch the screen, worried.

                        FEAR
              Ohhh, I wish Joy was here!

    SPLAT! Joy and Sadness hit the back window and slide down,
    grabbing the window edge. The Emotions run to the window.

                           DISGUST
              It’s Joy!

                        ANGER
              Stand back! Arrrrgh!

    Anger throws a chair at the window. It bounces off.

                         DISGUST
                  (sarcastically)
              That worked.

                         ANGER
              Well, what would you do, if you’re
              so smart?!

    He’s smoldering. Disgust’s eyes light up.
INSIDE OUT                                                          120.

                        DISGUST
              I’d tell you, but you’re too dumb
              to understand.

                        ANGER
              What?!

                        DISGUST
              Of course your tiny brain is
              confused. Guess I’ll just have to
              dumb it down to your level. Sorry I
              don’t speak “moron” as well as you,
              but let me try: Duuuuhhhhh.

    Anger explodes, bursting into full blowtorch flames. Disgust,
    sporting a welding mask, picks him up and blows a hole in the
    window. Joy and Sadness climb through.

    Anger Fear and Disgust all talk at the same time, explaining:

                        FEAR
              Oh, thank goodness you’re back.

                        DISGUST
              Things are really messed up.

                        ANGER
              We found this idea, and now Riley’s
              on a bus heading for Minnesota!

    Joy looks at the screen.

    ON THE SCREEN: Riley stares vacantly out the bus window.


    EXT. BUS DEPOT - NIGHT

    The bus starts to pull away.


    INT. HEADQUARTERS

                        DISGUST
              Joy, you’ve got to fix this. Get up
              there.

                        JOY
              Sadness, it’s up to you.

                        SADNESS
              Me?

    Joy pushes Sadness towards the console.
INSIDE OUT                                                          121.

                           ANGER/FEAR/DISGUST
              Sadness?!?

                        SADNESS
              I can’t, Joy.

                        JOY
              Yes you can. Riley needs you.

    Sadness looks at Joy. Really? Joy nods.


    INT. BUS - CONTINUOUS

    The bus pulls out onto the street.


    INT. HEADQUARTERS

    Sadness approaches the console and takes charge.

                           SADNESS
              Okay.

    She grips the Idea Bulb. The console is now completely black.


    EXT. SAN FRANCISCO STREET - NIGHT

    The bus is on the road.


    INT. HEADQUARTERS

    Sadness works... and ejects the Idea Bulb. The blackness
    retracts.


    INT. BUS - NIGHT

    Feeling comes back to Riley: her expression changes from
    listless to sad. She stands.

                        RILEY
              Wait! Stop! I wanna get off.

    The bus stops. Riley runs to the front and out the door.


    EXT. BUS STOP - NIGHT

    Riley runs away from the bus.
INSIDE OUT                                                      122.

    INT. HEADQUARTERS

    The Emotions watch the screen in anticipation.


    EXT. SAN FRANCISCO STREET - NIGHT

    Riley runs back towards home.


    INT. SAN FRANCISCO DINING ROOM - NIGHT

    Mom sits at the table, on the phone. Dad hovers.

                         MOM
                  (on phone)
              Alright. Thank you. We will.
                  (to Dad)
              Her teacher hasn’t even seen Riley
              all day.

                        DAD
              What? I can't believe this.

                        MOM
              What was she wearing last? Do you
              even remember what--

    The door opens. Riley walks in. They rush over to her.

                        MOM (CONT’D)
              Riley!

                        DAD
              Riley, there you are! Thank
              goodness!

                        MOM
              Oh, we were worried sick! Where
              have you been? It’s so late...


    INT. HEADQUARTERS

    Sadness drives. Joy walks to her, holding the golden core
    memories. She hands them over to Sadness.

    The core memories turn BLUE.

    Sadness places one in the recall unit.

    THE MEMORY PLAYS ON SCREEN:

    Young Riley and young Meg walk side by side.
INSIDE OUT                                                          123.

    INT. SAN FRANCISCO DINING ROOM - CONTINUOUS

    Riley remembers.


    INT. HEADQUARTERS

    Sadness places another blue memory in the recall unit.

    MEMORIES PLAY ON SCREEN:

    Young Riley makes cookies with Mom and Dad. Riley runs around
    with underpants on her head, Dad chasing. Riley scores her
    first goal. Riley skates with Mom and Dad.

    Sadness places her hand on the console. It turns BLUE.


    INT. SAN FRANCISCO DINING ROOM

    Riley cries.

                        RILEY
              I know you don’t want me to but...
              I miss home. I miss Minnesota.

    Mom and Dad, concerned, listen quietly.

                        RILEY (CONT’D)
              You need me to be happy, but... I
              want my old friends, and my hockey
              team... I wanna go home. Please
              don’t be mad.

                        MOM
              Oh sweetie...

                        DAD
              We’re not mad. You know what? I
              miss Minnesota too. I miss the
              woods where we took hikes.

                        MOM
              And the back yard where you used to
              play.

                        DAD
              Spring Lake, where you learned to
              skate.

    Riley cries harder.

                           DAD (CONT’D)
              Come here.
INSIDE OUT                                                          124.

    He pulls Riley towards them.   The three hug.


    INT. HEADQUARTERS

    Joy steps forward with one more gift for Sadness: the blue
    core memory.

    Sadness pulls Joy by the hand and places it on the console.


    INT. SAN FRANCISCO DINING ROOM

    Still in an embrace, Riley smiles through her tears.


    INT. HEADQUARTERS

    BING! Joy and Sadness hear the sound of a new memory being
    produced. It’s a NEW CORE MEMORY: BLUE AND GOLD, swirled
    together. A first.

    The Emotions react in awe.

    The memory travels down the track and into the holder. A
    lightline extends out the back of Headquarters. It is a new
    FAMILY ISLAND, bigger than before.

    Joy and Sadness turn back to the console together.


    INT. SAN FRANCISCO DINING ROOM

    Riley, Mom and Dad embrace.


    INT. HEADQUARTERS

    Watching the screen, Joy rests her head on Sadness. They’re a
    team.


    INT. HEADQUARTERS - DAYS LATER

    We see many new, multicolored core memories in the Core
    Memory Holder.

    The Emotions admire the new Islands of Personality.

                        FEAR
              Hey, I’m liking this new view.
INSIDE OUT                                                       125.

                        ANGER
              Friendship Island has expanded.
              Glad they finally opened that
              Friendly Arguments section.

                        SADNESS
              I like Tragic Vampire Romance
              Island.

                        DISGUST
              Fashion Island. Everyone shut up!

                        FEAR
              Boy Band Island. Hope that's just a
              phase.

                         JOY
              Say what you want, I think it’s all
              beautiful.

                         WORKER FRITZ
              Alright!

    The Emotions turn to see workers at a new, larger console.

                        WORKER FRITZ (CONT’D)
              There you go. Your new expanded
              console is up and running.

    The new console lights up.

                         JOY/SADNESS/FEAR/ANGER/DISGUST
              Whoa!

                        DISGUST
              Cool. Upgrade!

                         JOY
              Ooohh.

    Fear leans on the console. BEEP!

                        FEAR
              Hey! Whoa! Whoops, wait. Did I just
              do that?

                         DISGUST
                  (re: a warning light label)
              Hey guys? What’s “pub-er-ty?”

                         JOY
              I don’t know. It’s probably not
              important.
INSIDE OUT                                                       126.

                        ANGER
              Whoa. I have access to the entire
              Curse Word Library! This new
              console is the sh--

    BEEP!

                        FEAR
              Sorry. I did it again. My bad.

                         DISGUST
                  (pointing to screen)
              They’re getting to the rink!


    EXT. HOCKEY RINK - DAY

    The same rink Riley left before. The Golden Gate gleams in
    the background.


    INT. HOCKEY RINK

    A pep talk from Riley’s parents. We don’t see their faces.

                        DAD
              Now when you get out there, you be
              aggressive!

                         RILEY
                  (embarrassed)
              I know, Dad.

                        MOM
              -- but not too aggressive.

                        RILEY
              You know, you guys don’t have to
              come to every game.

    REVEAL: Mom and Dad’s faces are painted blue and green.

                        DAD
              Are you kidding? I’m not missing
              one! GO FOGHORNS!

                        MOM
              GO RILEY! FOGHORNS ARE THE BEST!

                        RILEY
              Okay, okay. I gotta go.

    Riley walks away, mortified, as Dad makes foghorn noises.
INSIDE OUT                                                          127.

    INT. HEADQUARTERS

    All the Emotions at the control panel.

                        JOY
              Awww...

                        FEAR
              They love us!

                        ANGER
              Yeah, Mom and Dad are pretty cool.

                        DISGUST
              Guys, of course they are. But we
              can’t SHOW IT!


    INT. HOCKEY RINK

    Zoom in to Dad’s head...


    INT. DAD’S HEADQUARTERS

    Dad’s Emotions cheer. They all have their faces painted.

    ON THE SCREEN: Mom beams at Dad.

                        DAD’S FEAR
              She loved the face painting!

                        DAD’S ANGER
              Ha! Told you it was a great idea!

    Dad turns to Mom. She smiles, and we zoom in to her head...


    INT. MOM’S HEADQUARTERS

    All Mom’s Emotions are also painted.

                        MOM’S ANGER
              Best idea he’s had in awhile.

                        MOM’S SADNESS
              He’s a really good guy.

    They all sigh. Mom’s Anger tosses the MEMORY of the Brazilian
    helicopter pilot. Mom’s Fear retrieves it.

                        MOM’S FEAR
              Just in case.
INSIDE OUT                                                         128.

    INT. HOCKEY RINK

    Riley walks towards the ice and bumps into A TEEN BOY. He
    drops his water bottle. She picks it up for him.

                           RILEY
              Oh. Sorry!

    She smiles.

    ZOOM IN TO THE BOY’S HEAD.


    INT. BOY’S HEADQUARTERS

    A dirty, chaotic room. Stuff everywhere.

                        GIRL ALARM
              GIRL! GIRL! GIRL!

    WARNING LIGHTS ARE BLARING. His Emotions run around in a
    panic, screaming. One of them is HUDDLED, CRYING.


    INT. HOCKEY RINK

    The boy stands stunned, unable to speak. Riley hands him the
    water bottle.

                        RILEY
              Uhh... Ooooo-kay. Bye!

    Riley skates out onto the ice, looking back over her
    shoulder... with a hint of a smile?

                        HOCKEY TEAMMATE (O.S.)
              All set, Riley?

    She HIGH-FIVES a new teammate. They skate into position as
    Mom and Dad cheer from the stands.


    INT. HEADQUARTERS

    Joy and Sadness stand side by side at the new console,
    flanked by the others.

                           JOY
              You ready?

                           SADNESS
              Yeah!
INSIDE OUT                                                129.

                         JOY
               Alright. Let’s play some hockey!

    We ZOOM OUT of Riley’s head.


    INT. HOCKEY RINK

    Riley faces off. The puck drops.

                         JOY (O.S.)
               All right Anger, take it!

                         ANGER (O.S.)
               Give us that puck or you’re dead
               meat!

    Riley gets it!

                         FEAR (O.S.)
               On our left! On our left!

    An opponent steals the puck.

                         DISGUST (O.S.)
               Let’s just try not to get all
               smelly this time.

                         SADNESS (O.S.)
               Hooh, Mom and Dad are watching us
               fail.

                            ANGER (O.S.)
               Not today!

    Riley regains the puck and skates off with a smile.

                         JOY (V.O.)
               We’ve been through a lot lately,
               that’s for sure. But we still love
               our girl. She has great new
               friends, a great new house...
               things couldn’t be better! After
               all, Riley’s 12 now. What could
               happen?




    THE END.
