Original subtitles

Hi, I'm Pete Docter. I was the director of Inside Out.

Hi, my name is Ronnie del Carmen.

I'm the co-director of this amazing movie from the mind of Pete Docter.

You like it.

No, no, no. It was a very collaborative effort,

and that's actually what we're going to talk to you about today.

Ronnie and I are gonna talk about three things on this commentary track.

History, invisible story and cinematography.

These are all things that are pretty much just not apparent at all

when you're watching the movie. The first is history.

Now, I know from personal experience that when you're watching a film,

it can seem like it just appeared fully formed.

And that's not true, is it, Ronnie?

No, it's not actually.

When we start, it's just Pete and myself across a table

telling each other stories, not knowing where to start.

What do you do?

What do you feel should be in this movie is a question.

Yeah. So, we'll talk a little about

where it came from and the making of it.

We're also going to talk about invisible story elements.

Now, there's a lot of things that we, as filmmakers,

worked really hard on for months, even years,

only to have them basically invisible as you watch the film.

Now, don't feel bad. This is intended.

It's kind of like a magician.

If you watched him practice for seven months,

the trick would be given away, right?

So, this is an intended thing,

but we're going to lift the hood a little bit and let you look at the engine.

The third is cinematography.

Now, of course, to students of live-action filmmaking,

all this sort of talk of camera lenses and camera placement and movement,

that's part of your everyday conversation.

But a lot of people don't know how much we in animation

pay attention to that stuff as well.

So, Ronnie had a major contribution in that.

We're also going to drag in

our director of photography, Patrick Lin, to talk for a bit.

So, those will be, in a nutshell,

the things that we're going to be mentioning today.

As well as a couple other little nuggets of goodness.

So, the film begins with a scene

which I was actually very much opposed to.

It was a concept that was brought up several times,

that we would see the birth of our kid and the emotion.

Well, I was there with you

because we were actually starting this movie

from when Riley was about seven years old.

Yeah.

We were having a good time doing that. It seemed to work.

And then there was a note that said like, "Oh, you know..."

"What if we find out when Joy started her job?"

And the reason I was against it is just

it's, I think, in danger of becoming

a cliché for us here at Pixar.

We've done a lot of films where we show them young,

to get the audience on board, and then we jump ahead.

And I always feel like, "Man, just cut to the chase."

"I don't need to know that this person grew up in Detroit"

"in order to understand them..."

"If we do our job right and you have a good actor and everything."

So, I was very much against this whole thing.

And I was with you, man.

And then Ronnie goes off and he boards this thing.

I was trying to prove that maybe it couldn't work.

But there's no way to say no to something until you see it.

And once we started exploring it, it felt like,

"You know, this is kind of charming."

And I come in with my arms folded, like,

"Let's see it so I can say no to it."

And then I totally fall in love with it.

It's also sort of the birth of Headquarters,

and you see this dark space that, through light, is revealed.

We use this a couple times in the film as the lighting in a sort of...

Almost like a Broadway musical or an MGM musical

where the lighting defines that space and it just falls off into darkness

until the light hits it and it grows out.

So, it ended up being a really cool way of introducing Joy, what she's all about.

And, again, even here, most babies when they're born,

the first thing they do is cry.

So, we were really playing with that too.

It was great actually to introduce our two characters first.

- Yeah. - And it is going to be about them.

Such a complex idea, that this was a way

of reducing and just saying,

"Okay, it's about this baby and Joy."

And even by the fact that she's not crying says something,

that this kid is unique.

She is a joyful kid and she's one of those kids,

and we all have examples of these, of kids that are just happy all the time.

The voiceover here was another thing I was against.

Shows you what I know.

I was thinking, "Okay, this is a cheap, kind of cheat."

"It's too easy. Let's dramatize it."

We got to introduce the audience to all this stuff through action

as opposed to somebody, blah-blah, telling us.

As it turned out, I think it works because,

A, Amy makes it so fun to listen to.

B, it's actually kind of fun information to learn.

It doesn't feel like you're at school or something.

You're having a good time taking it all in.

And, C, it just makes it like,

"Here's the information you need to know to enjoy this film."

- Yes. - It's over quick.

I thought we could talk about the concept.

So, we got together.

It was Ronnie and me and Michael Arndt, the writer,

and Jonas Rivera.

And we spent a couple days up at the ranch.

- Remember this? Skywalker Ranch. - Yes, I do.

We were there actually working on another movie,

and Pete had this idea he wanted to pitch us.

Yeah, so the basic concept that I had at that point was

the idea of emotions as characters.

I had a lead female emotion that I think I called Optimism at that time.

Mmm-hmm. And we had Joy and Fear.

And from the get-go, it just felt like this is an ensemble comedy.

So, it's going to be all about the interplay of these different guys

and the way they talk to each other and stuff.

I remember Ronnie saying,

"You know, if this is going to be a movie about emotions,"

"with the guys who made Up, it had better be emotional."

- You remember that? - Yeah.

- Most of it was a threat to ourselves. - Yes.

But to talk about actual emotions,

that's kind of trying to elevate the game even higher.

- So, that was a challenge. - But it was fun.

And I think the whole film allowed for this freedom.

It was a made-up world. It didn't actually exist.

And yet, everybody's familiar with it in some way. Right?

Everybody's thought about, "Where do dreams come from,"

"and how do I store my memories?"

I don't know, maybe obliquely anyway, people have thought about that.

Yeah. Actually I looked at it from the other side

because I tend to be more pessimistic.

The freedom that you were talking about, Pete, to me was like,

"Boy, we have so many options to go"

"in trying to tell this story about emotions."

That is true.

That it was going to be so difficult

to just contain it.

There were so many avenues to explore.

And we knew that we actually have to explore

almost everything about this concept.

And it was quite a bear to tackle.

So, at about that time, Ronnie,

I remember you were dealing with the empty nest syndrome.

- Both kids were in college. - Yes.

My daughter was about 11, and she was starting to get quiet.

I remember telling you guys, "We just talked to her teacher,"

"and they said she's a quiet kid."

I'm like, "What? What kid are you talking about?"

And Ronnie's like, "Yeah, I know about that."

And so we looked to Ronnie as the expert in all this.

I was the cautionary tale.

Meanwhile, Jonas Rivera,

the producer, had three and five-year-old kids,

I think, who were just screaming and running around all day.

We're both looking back, going,

"Yeah, I remember that. Those were good days."

I know. So each of us had sections of experience to tell

about our character.

I actually can see further ahead because of having experienced it.

Pete's right in the middle of it.

Jonas and Josh Cooley were right at the very beginning.

So, as we started talking about that, I was like,

"Yeah, I remember that being a really hard time for me, growing up."

So, it was a really difficult time.

And I was seeing my daughter going into that and thinking,

"Oh, boy, this is going to be hard."

So, that really became the emotional core of the movie.

Yeah, which we took like a way

to workshop our concept of the movie,

is to use our own experiences as a laboratory.

Can I talk about that one thing I was talking about earlier...

Yeah, jump in.

About questions I would get?

"So, did you guys get a script"

"and then people told you, the story department,"

"to just illustrate the script?"

Yeah, that's how it works, right?

No, that's not how it works.

Most people think that there's a genius person

that's locked in an ivory tower,

that's going to go and write all three acts perfectly.

I'd like to meet that guy.

I'd like to meet that person, yes.

But what I do know is this is how we've grown up making animated features,

is that we don't start out with a script.

Pete and I, when we started this movie,

Pete would tell me what he's yearning to see in this movie

and experience in this movie.

It would be a big list of things that all of us would be excited about,

but we don't know where to start.

We don't know what to do other than tell each other stories

of maybe our lives, our families, what we did when we were kids.

I heard a lot of stories about you, Pete, growing up in Minnesota...

Mmm-hmm.

As a basis of what can we build with.

Yeah, if there's something that's meaningful and truthful to us,

largely that'll help inform possible directions to go in the stories.

Yeah, like one of the stories that I remember hearing from you

is that your family had taken a lot of summer vacations

packed in a car, and you guys would drive to California.

Yup.

How many times did you guys do that?

Uh, it was pretty much once a year.

- Once a year? - Maybe once every other year.

We always went on a lot of road trips though.

Yes, and you see that in the movie

when Riley's family gets in the car

and they drive all the way to San Francisco.

- Yeah. - And that's fascinating.

We are the yokels who are in charge of telling the story.

- Yeah. - This is all you got.

What we're going to be coming up with

is what will eventually show up in the movie.

And it starts with telling stories to each other

and then drawing out characters.

Pete had drawn all the emotions.

These marker drawings, very quick, shapes.

Anger was this box character

with his eyes glowering at you at the top of his head,

and there's smoke coming out of his head.

That's the basis of Anger that you see now in the movie.

It would seem like every day and very common,

just another person drawing on a white piece of paper.

And will that turn into a movie? We don't know.

Some of the elements did and other ones didn't.

And I always feel like having an idea

is like whistling on the steps of Carnegie Hall.

That's not going to get you on stage, just 'cause you whistle nicely.

You got to practice, put in tons of hours, work for years and years.

And that's Ronnie and Josh and the whole Story crew,

various writers, all these amazing people

who are contributing an embarrassment of riches to this thing.

And you'll take one idea out of a thousand that make it in the movie.

That is very accurate.

We try many ways to actually illustrate, draw and tell the story.

We have more stories to tell about this amazing concept

than we can fit into an hour and a half.

And that may be obvious to some people,

but if you think about the concept, how vast it is,

we had even more exploration than we really could afford to do,

but we did it anyway.

Because there was no way to be sure that we are actually using

every part of this concept to the best effect.

So, there's stories that we had explored, it would be...

You remember when we explored the mind

and one of the things that you were fascinated with was,

"Why is it that human beings can remember faces"

"but not remember names?"

Oh, yeah, the names and faces gag.

Yeah.

We had envisioned that there are two different departments,

and they don't like each other.

That's right.

Faces, they were very organized,

and the Names guys were like, "Uh, where did we put that stuff?"

"Let's check in that sort of blue pile over there."

"I think it's over there."

"Yeah, it's right over there. Just shuffle around."

"Move that shelf. It's somewhere there."

And we were laughing. We were having such a great time.

- But it didn't stay in the movie. - Didn't make it.

Even though we were enjoying it.

That's right.

Josh and I were talking about it yesterday,

about when at one point the punchline of the joke

is that they were eating Chinese food in takeout boxes.

I was like, "This is really funny."

Wait. Where did they get the Chinese from?

Yeah.

Does this mean that when we go outside of the Mind World,

there's going to be Chinese restaurants or Italian restaurants, burger joints?

Um...

That may be too much. Who knows?

Yeah. So we tried it all.

All right, let's talk a little bit about cinematography.

- We've dragged Patrick Lin in here. - Hello.

Patrick is our DP in charge of layout.

So, of course, the way layout works

is you guys just take the storyboards from Story

and make that framing, right?

Yeah, exactly. DOCTER: No.

No, it doesn't work that way.

Almost we can push a button and do it.

Yeah, it's that easy.

You're being facetious, of course, because that's not quite it.

Layout is in charge of actually, for me anyway,

experiencing what the actual movie will look and feel like

using cameras and the actual sets,

the actual size of the characters,

the limitations of their movement and how fast the camera can move

all starts becoming clear...

Or not move.

Or not move, yeah.

Stillness also means something.

Yeah, without that, and if you follow just the board slavishly,

it would be a big holy mess.

So then why do you bother to draw it at all?

Ah, drawing and story is about storytelling and character

and trying to uncover what is authentic, what is funny,

and what is meaningful in our characters.

We test that in Story over and over again.

Drawing is cheap,

so we can actually draw these characters over and over again

and throw out the bad ideas, keep the good ones.

That's an oversimplification.

But we don't have to think about the sets literally.

We will put in a stand-in version of the set in our minds

and draw it kind of loosely.

We don't have to be too slavish with that.

We want to discover the story there.

In Layout, you guys are actually handling

the physical reality of the movie.

Yeah, but we digest what you give us.

We take the essence of it as our foundation,

and we build it up from there.

Yeah, Layout is part of our storytelling team

that wants to make sure that the storytelling

and the characters and their emotions that's in our reels

start their journey being translated.

So, they're storytellers as well

and they're guardians of what is happening in the story reel.

You want to just talk a little about the camera work,

the sort of rules you guys set up between Headquarters inside the mind

and Riley's world outside?

Sure. Yeah, one thing I love about the Inside Out world

is the contrast between the inside and the outside world.

So, there's a camera structure that we developed

that is based on that contrast.

Uh-huh.

We developed two very distinct visual styles,

one for the inside world and one for the outside world.

For the outside world... The idea is pretty simple.

For the outside world, it's real locations, so it should be very realistic.

The camera movement, everything...

Everything Steadicam kind of...

Yeah, Steadicam.

It should be flawed too 'cause real world is flawed.

The inside is an imagined world. So, it could be perfect and virtual.

So, for the outside world, we tend to use more camera movements

such as Steadicams and hand-held cameras,

and the inside is very structured.

Usually, it's more like a studio camera with track and crane,

a very controlled type of camera movement.

I remember you talking about classic Hollywood films

from the '40s and stuff.

Yeah, in Act 1, inside world,

we tend to treat the camera as really big.

And so the movement and how we use the crane,

everything is very controlled and a little bit slower.

When we move to Act 2 and Act 3,

we treat the camera as a more modern camera.

Mmm-hmm.

So, it's smaller and the track and crane moves a lot quicker.

It's still very controlled, it's still on track and crane,

but the pan and tilt is much quicker to follow the actions,

just so that there's a progression from act one to act two to act three.

On the outside, we started off...

Whenever we move the camera, we tend to use Steadicam.

Mmm-hmm.

Riley's growing up, everything is very happy, kind of lyrical.

And when we get to Act 2,

that is when her emotions start to get clamped down and become unstable.

So, we changed the camera style right there.

So, we basically put the camera on a tripod,

and the only movement that comes from the camera

is the pan and tilt on lock head.

Mmm-hmm.

It's just to emphasize Riley's unstable emotions.

Hmm.

And when we get to Act 3,

then we take the intensity up a little bit when we go hand-held.

So, in some sense, the worlds kind of come together a little bit.

Yeah, so I think during Act 1 and Act 2,

both worlds have very distinct camera movement styles.

And I think the payoff is in Act 3

when we're cutting back and forth really quick between the two worlds.

And that's when the intensity comes to a crash.

Also, it's both worlds coming together.

Mmm-hmm.

Ronnie and I worked with Patrick on Up as well, which is fun.

Because now when we get to this one,

we kind of know what each other are thinking and how to work together.

You guys just talk about how to toss this back and forth

from story and boards to layout, like that transition?

Yeah, well, in Story, we kind of have a general intention

of what to feature.

A lot of the times, we probably have to just feature

the characters right in the center of the frame

just to be able to tell the story.

But because Patrick and I worked before,

we know that by the time we get to layout,

we know that we're going to make sure

that we feature the cutting, framing and the camera work to be very specific.

For us, it's like screen direction.

When you leave Headquarters, we have to go to screen right.

And if the characters are trying to make their way back to Headquarters,

they're going to go to screen left.

Just in general. We break that rule every now and then,

but in the aggregate, that's what we want to do.

Then we had to design the set to basically support that.

- That was involving the art department. - Yes.

So we had those rules very early in Story,

and I conferred with Patrick all along the process.

That's how we worked in Up.

We started very early, when we were still storyboarding,

designing the camera and the film language.

But going back to what you're saying

about we always draw something in the center,

that actually helped me in this film.

'Cause Riley is always drawn in the center, flanked by the parents.

I actually took that as how Riley sees her as always in the center.

So, I actually used that when she got disconnected.

When she feels disconnected from the parents,

- I just physically move her to the side. - Mmm-hmm.

- It was all planned. - Yeah.

It was all planned.

Same with the first time you pitched me Memory Dump.

You said, "Keep this shot for Joy",

"to be the closest shot when she learned her lesson."

Yeah, right.

So I kind of take that idea

and what if I have some adult-type cameras

when I frame the parents

when Riley was born, when Dad is yelling at Riley.

Those are all parents' things that they're doing.

What if those are super-tight close-up to represent adulthood,

and I never get close to Joy until the moment she learns?

That's when we push in for the close-up, and that's when she grows up.

"See?"

And at the end, when Riley is embracing the parents,

that's when we go in the tightest shot of her and that's when she grows up.

- So all those just come together. - "Oh, there you go."

See, there's method in what seemingly is madness.

But actually, like Pete was saying earlier,

a lot of it is invisible.

If you start to notice it, then I think we did a bad job.

Yeah. LIN: Mmm-hmm.

When we were telling the story,

we had done only a few sequences that we started to fall in love with.

One of them was dinner and the other one was Memory Dump

where Joy learns the biggest lesson that she has to learn in her journey.

And it felt like we should be close to her

when she is essentially owning up to what mistakes she's made

and trying to understand what she's learning out of that.

And when we did that, it felt like we had to be so intimate with her.

But I love what you're talking about, that you also related that to the parents,

so you used that same camera work.

Yeah, that framing, more structure and more meaning.

- Fascinating. - Yeah.

Patrick, is there any shot in particular

that you feel you're especially proud of,

that's kind of invisible and not noticed by...

Uh... This shot we're watching right now. Joy's plan.

I think this is one of the more complicated shots I've ever built.

Uh, it is one of the moving master shots,

and it is very long, extended length,

but instead of using cuts to create energy,

we used character blocking and staging to create that energy,

with the character moving around the camera.

And there's a rhythm to it too.

You first start with a wide shot, we go into two medium shots,

with Joy and Fear talking.

And it goes into two full shots, with Joy and Disgust.

And then there's evolution throughout the shots and staging.

And also character, too. Go from one to two to five,

and then goes back to just Joy.

There's a good rhythm to it, and it was a hard shot to build.

- It took me two weeks to build. - Yeah.

So you guys built the whole thing, then Animation came in, right?

Did you guys cycle through with Animation?

No, I think Travis did a really good job following the timing.

Oh, okay.

- 'Cause it was how Kevin cuts it too. - Right.

It was really tightly timed and there's a good rhythm to it.

Yeah, in general, we didn't allow the animation staff a lot of leeway

because the comedy of this really necessitated a certain rhythm to things.

So, we couldn't just put extra frames in.

Not one frame. No, not two...

Can I have two more frames?

They kind of got mad at us sometimes.

No, Pete has to say no.

- And Kevin has to raise his hand up. - "No, it would ruin the..."

- It ruined the whole movie. - No.

The whole movie.

But you give animation a lot of breathing room,

because being an animator yourself, you know where the opportunities are,

and when it's time to actually give a frame,

or two or five here and there.

But this one shot, when we were talking about it,

we were inspired by a lot of.

Vincente Minnelli direction and musicals.

Like Singin' in the Rain.

And it felt like this would be our chance to do a shot like that.

Yeah, I'm inspired by Kurosawa.

Those moving master shots like in The Bad Sleep Well.

There's something classy about it. It's easier to do cuts.

It would probably take me half the time to do all the shots.

But this is like so much more elegant and classy.

I know. I wish we could do more of those in the movie.

It's funny. There is a sort of rhythm to cutting

and a comedy to cutting that you get used to.

Mmm-hmm.

And sometimes it's hard to create that without that rhythm of,

you know, bang, bang, bang, bang!

There's kind of a surprise, even.

One of the staples of character animation is

it's fun to see an expression change.

So to go from happy to depressed or something.

But sometimes the cutting will give you that.

So you cut away from the character,

and, then, bang, by the time you cut back,

they're already in the depressed face.

You don't watch them melt and that's...

There's something kind of funny about the surprise of that, sometimes.

Anyway, not to argue your point at all.

It's just, I think, there's a lot of different ways to shoot things.

Yeah. Sometimes it works.

We also tried that at the end, in the epilogue,

when they are coming up to the console...

- Yeah. - And we tried that in one shot, too.

But the energy just doesn't really feel right.

- It drags things down. - Yeah.

In that case, you know, the cutting works.

- But I was... We tried it... - Yeah.

There's different ways of doing it.

Excellent. LIN: Yeah.

All right. Well, thanks, Patrick. That was great.

Thank you for having me on the show.

- Thank you. - All right.

Okay. So let's talk about some practical filmmaking things.

One of the difficulties of this whole concept

is that the main relationship that's at stake,

Joy and Riley, do not exist in the same world,

and therefore cannot be seen onscreen together.

That is correct.

Ronnie, you struggled with that

and came up with a bunch of different things.

You wanna talk about any of the ideas?

Yeah, we were always wondering,

because Pete has loads of experience of making Toy Story.

The relationship of Woody to Andy is very challenging.

When you watch it, it feels like, "Well, of course, it's beautiful."

All the Toy Story movies, you already know the rules,

but here we were trying to make up our own rules.

And it was doubly hard

because we cannot have the two characters

be in the same actual reality, the same plane, together.

Yeah, you're right.

Toy Story, Woody couldn't be alive in front of Andy,

but at least he could hug him and they could be together.

In this movie they can't even see each other.

And not only that, Woody can actually move objects

and influence events and the environment around Andy.

Joy has no such luxury.

And we were struggling on how to actually make that happen.

One of the things that we had right away

was that front viewing screen.

That they were actually going to see the world through Riley's eyes.

But Riley would never be in that view, unless she was staring at a mirror.

So we were, maybe...

Well, maybe she'll be staring at mirrors all the time.

Yeah, we thought about having glass

and reflective surfaces everywhere.

Any kind of visual cue to make Riley show up

on that inside Headquarters.

And that was very contrived after a couple of tries.

And then one of the things that we have

also as an element in the movie are memories.

We had memories with Riley in them.

So that if you play a memory of Riley on the front screen,

Riley would be in the room, so to speak.

And that was the closest that we can get Joy to Riley.

Play a memory of Riley there on the screen.

Joy, when everybody's asleep, can kind of walk up to the screen and talk.

It's a one-way conversation albeit,

but still it was the only way that she can express how she feels,

what her goals are, what her hopes are, to that Riley on the screen.

In fact, the skating scene was something that Ronnie came up with,

a way of getting the two of them on the screen at the same time.

Joy is replaying this memory and Joy has seen it so many times,

she can perform along with it.

And it's a chance for her to be with her kid,

in a way that she can't really in real life.

So it's a really beautiful scene.

The other interesting thing about that is,

as Joy turns the nightmare off,

she looks up at the screen and we cut to Riley.

And we cut back to Joy, and she has this sort of pained look,

and she says, "I'm not gonna end the day like this."

All that sort of magic of cutting,

which, of course, doesn't really mean anything in real life,

if you think about it, she didn't see Riley.

But through the miracle of editing,

we sort of imply that this connection is made.

And that's something we do throughout the film.

Thank goodness for film language

that was figured out years and years ago.

Dinner.

This was the first scene that was approved.

It was approved like three years before the film was done.

And Ronnie boarded and wrote most of this.

This was very early.

We didn't even have Kevin Nolting in yet.

We didn't have Josh yet.

And Pete and I were riffing on what would dinner be like.

And how can we cut from three heads,

inside and outside three sets of emotions.

And I started workshopping with Pete.

Pete's office is right next to me.

This is the same way that we did Up.

So I would write and sketch and draw,

and then I would go and barge into his office and pitch.

And, then, if it's fun and funny, then okay, that's encouragement.

I can go back to my room.

And then he would build on it, and then he would come into my room,

"Okay! What if he said this, that and the other thing?"

So both of us were trying to make this sequence, dinner,

just the germ of it, to happen as a pitch.

Yeah.

I was just looking at the first version, where they were humanoid.

They were human characters.

They were totally different.

Yeah, we thought of these characters as,

"What if the same actors played."

"Riley's, Mom's and Dad's Sadness or Fear or whoever?"

We actually even recorded all of our main cast,

Phyllis and Amy and everybody, doing all these other characters

with like a gravelly voice,

or a high-pitched voice for Mom or something.

And it seemed funny in concept,

but it got kind of confusing and not as funny.

It was hilarious to us, though.

If you can hear Lewis Black in falsetto, ridiculously fun.

Yeah.

And it felt like it started to work.

And one of the things that I did was actually,

just to make sure that this read in board,

is to give all of Dad's emotions mustaches.

Yes.

When we actually cracked dinner,

it was kind of emblematic

of what the experience in a movie about emotions was going to feel like.

Because we didn't solve everything right in the beginning.

This was the one sequence that demonstrated

what cutting from inside to outside was going to be like.

Yeah.

And how many characters' heads can we get into

without failing to actually make it entertaining or a coherent sequence.

The other thing that is interesting to point out

about the dinner scene is the number of different sets.

We're in four sets, constantly cutting back and forth.

You have all these different sets of characters

who look pretty similar.

So something that Ronnie did in his boards very early on,

which we echoed in final production,

is just staging the inside world the same as Mom's.

So Mom is on the left looking to the right.

When we zoom in her emotions are on the left looking to the right.

Dad's on the right looking to the left, Riley is center.

So all that stuff kind of echoes and helps the audience orient themselves.

So we were trying to make sure that we lessen the confusion.

John was starting to respond to it and he says,

- "This is why you make this movie." - Yeah.

From the very beginning he was intrigued by the idea

of going into multiple people's heads,

and seeing the differences in what their characters act like,

and the design of the place was sort of a NORAD kind of thing for Dad versus...

I think we modelled it on chat shows for Mom.

So it was definitely something that showed

how fun the promise of this film could be.

The sort of boring of what's going on outside,

and the excitement of inside,

and almost a call to nuclear war for Dad.

That's what it's coming to.

We felt like we were so lucky to actually

have this sequence very early.

Of course, it didn't make it easier for the next couple of years,

because not everything else revealed itself.

Yeah, people will be like,

"The dinner scene is still your best scene."

"The other ones should be getting up to that level."

Let's talk a little bit about Joy.

For my money anyways, I look back at the film process,

the most difficult thing to lock in on was Joy.

There was all sorts of logic issues... Designing the world,

I don't wanna say that that was easy, that was not really easy.

But Joy, as a character, was just a tough nut to crack.

People that are always chipper and happy

and you spend a lot of time around,

it's not very fun.

Which is counterintuitive in a sense.

'Cause you think, "Joy! I want happiness in my life,"

but if there's too much of it, you're just like, "My teeth hurt."

That was notes we got on the first four, five versions of the film.

That people were like, "Okay, the concept is great,"

"I really don't like Joy."

Yeah.

I think a big, big key to discovering

the character, of course, was Amy Poehler.

Once we started working with her,

it just immediately, like this enormous burden lifted.

When I first met with her, Jonas and I went to New York

and we described the film and all the fun that we're gonna have,

and then we said, "But we have this challenge,"

and she said, "I know what you're going against."

"And I think I can help you."

She was really amazingly perceptive.

It took us four years to figure this out.

And she was like, in 15 minutes, she got it all.

And the challenges of it.

And it was really something

that she was able to play on Parks and Rec.

Her character Leslie Knope is really an overachiever.

And I think that's why you forgive her and why you like her, is that

she's done all this happy, peppy work, but she has worked so hard.

"All right. I stayed up all night and prepared like 8,000 versions of it."

She didn't need to do that, but she was working really, really hard.

An overachiever that you can relate to.

Yeah.

This right here, I'm...

This was my suggestion, to do these flash cuts,

which I'm proud of

'cause it, I think, worked out really... It gets me, anyway.

If you think of it again from a logical standpoint...

I don't know what we're cutting to.

Joy is looking down over the edge,

and we're just randomly almost cutting to these scenes of Riley.

What's inferred, of course, is that they're Joy's memories

of these wonderful, goofy things that Riley did as a kid

that she'll no longer do anymore, now that that island is gone.

And, again, it kind of echoes what happens to our own kids.

And something I definitely miss about my kids when they were little,

of just this goofball activity that they would do.

It happens less and less as we get old.

And this scene,

Dad coming over to tuck her in,

after a very difficult moment there at dinner,

Dad noticing that his daughter's changed.

Yeah.

This scene, I think, was one of the last ones to lock

because we always seem to get to these places

where we've built various sections of the film,

now they have to attach in some way that doesn't go on for too long.

And this scene was really draggy

until we cut it way down and way down.

This little bit where Joy does this happy laugh

was something that we dug up in editorial.

I don't even remember where Amy did it originally.

Somewhere way else in the film.

But we found that and like, "Okay! Put that in there,"

because we need some way to show she's happy.

We don't have a line that we've recorded,

even though we recorded this scene like four times,

we were throwing stuff out and trying to get it to work and...

But that's kind of fun when you can spelunk

and find these little bits and put 'em together in ways that work.

I'm glad that you remember those things.

Kevin! Kevin Nolting, our editorial lead and guru in editorial,

would know where to look for these.

Yeah.

This is what we came to call a Gilligan.

It's from that Gilligan's Island thing where he says,

"I'm not gonna dress up like a girl, you can't make me."

And then... You cut and he's dressed up like a girl.

So this is Joy saying, "This is working!"

And then you cut and... "This is not working."

"This is not working."

The other thing I remember is that

we actually played Joy very frustrated in these scenes

for a very long time,

just to kind of like mirror what we would get to

if we were in her shoes.

But her being Joy, actually,

her reaction to it is to try and put a positive spin.

"This is not disastrous."

"We can make this work. Can we?"

And she's desperately trying to find an upside.

I like that her hair's all messed up though. It's funny.

This is seeing the Forgetters.

And this grew out of the idea that okay,

out of all these millions of memories, some of them are gonna be forgotten.

And I think this came pretty early on,

that the brightness and the clarity of the image

would equate to how clear that memory is in our own heads.

There are gonna be some that are just too faded

and so those need to be thrown out.

The Forgetters have a job. They know what they need to do.

This was, I think, a combination of Josh Cooley and Simon Rich,

who wrote on the film for quite a while.

Just coming up with examples of weird stuff that makes sense

because it equates to our own lack of memory.

The Forgetters is very interesting to me.

Those characters did not exist in our cast of characters.

Pete was the one who would come into the room,

he's like, "You know what would be funny?"

"Is if you have Forgetters."

Back then it was kind of like, "But what would they do?"

Then you weren't convinced?

We weren't sold right away.

And then he would come back again,

he's like, "You know what would be great here?"

"Is if we have these characters called Forgetters."

And he would try over and over and over again,

until one day actually he was right all along.

"Forgetters should be here."

This idea of replaying the memory, of actually sending it up,

came later as a way to show that when you do this to the memory,

it goes up that tube, it shows up in Headquarters,

which is gonna be what Joy and Sadness are gonna attempt

late in Act 2.

So that was a way of setting that up.

And, also, hopefully getting a bit of a laugh.

And luckily we recorded everybody on the cast

humming the TripleDent gum song.

So when you cut to Riley and she's talking to her friend,

we had that from Kaitlyn Dias, who's the voice of Riley.

Yes, and Pete Docter wrote that song.

Oh, it's a wonderful song.

No, no, he wrote it as if like he's been hearing it all his life.

- And he wrote it, you actually... - I had to sing it for people.

You had to sing it for people.

But you also directed the way that they sang it in terms of...

- Because Pete's a musical genius. - I'll sing it for you right now.

Okay. Never mind.

Uh, the Friendship Island...

We wanted to make it clear that it was going down

in some different way,

to experience it in a different way than Goofball did.

So the scale of it,

and, of course, Goofball, they were running across it when it went down.

When Goofball Island went down,

we were sort of aware that we have a number of these islands

that could feel repetitive, you know?

Once you establish a pattern of, "Uh-oh, the Island went down."

"I have a flash cut of what that means to me,"

in terms of Riley, who's like,

"Oh, man, this could get old."

So we worked hard to stage it in a different way,

to show the memory as opposed to flash cuts.

Anything we could do to kind of differentiate it

from the first one, from Goofball...

Let's talk about Bing Bong.

Bing Bong was a character that was born out of another scene,

that Joy found all of these forgotten, imaginary friends,

characters that Riley had created.

Like Mrs. Scribbles, who's kind of a crude kid's drawing of a person.

- In crayon. - Yeah.

And the sun, who is, you know, the classic quarter of the sun

poking in the corner of the page.

The corner sun.

But then as you reveal the character, that's all it was.

And Bing Bong was one of those characters

that hung out with these out-of-work actors essentially.

Yeah. They were kind of like camping out

in one forgotten corner of the mind.

But as the story refined,

we realized Bing Bong could be really cool in that

he is Joy to the extreme.

So Sadness is kind of the opposite of Joy,

in terms of what she knows.

Joy is trying to hold on to childhood.

Sadness already, sort of, intuitively knows that we need to move on.

So what if we took Bing Bong and made him even more like Joy?

In that he basically acts like a three-year-old.

And he thinks Riley should still be basically three years old.

And Joy could then come in the course of the film to realize,

"Gee, that's kind of crazy talk, you know."

"Maybe I've been taking things too far."

And Bing Bong being

an imaginary friend when Riley was little,

he was very vital in Riley's life then.

But Riley's a little older now, and he doesn't have a job anymore.

Yeah.

The Bing Bong introduction at the very beginning

was something we tacked on at the last minute.

Josh wrote this little thing of him muttering to himself,

which I thought was very fun.

Oh, this scene here when he says,

"Well, there's not much call for imaginary friends lately. So..."

There was a whole second part of that line,

it's just one of many examples where you overwrite stuff,

and then the performer, the actor, is able to infer all that

in just one part of a line.

So when he says,

"There's not much call for imaginary friends lately."

You already get the second half of the line was something like,

"I'm starting to think I'll never be part of Riley's life again."

And then he'd start to cry.

So, um, we just didn't need that. You cut it off.

And there's so many examples of those kind of things.

And that's also the magic of the great Richard Kind.

Yeah, it is.

And he could actually make you

experience a whole range of emotions

and behavior just by his vocalizations.

This is kind of interesting.

The magic bag here grew out of the fact that.

Joy was gonna have to walk through the entire movie

carrying these five bowling balls.

So that was really limiting for her acting.

She couldn't ever gesture or hold anything other than those.

So we thought, "Well, let's make this bag."

"Well, are we gonna be able to buy"

"that she stuffed all of those in this little bag?"

"Let's make it an imaginary bag, all right?"

And then, we ended up using it for the third act.

So, hopefully, it all kind of comes together.

It sounds like we planned it all along.

But it was a long time when we tried to actually make sure

that the bag only held five.

Yeah.

And then it became even more cumbersome

to actually make that real.

"Actually that bag is gonna be really big."

Yeah. Yeah.

So, it's an imaginary bag.

Bing Bong's spelling of D-A-N-G-E-R, that was something Cooley wrote.

Josh Cooley, again, our head of story and writer.

He wrote that and then it came under scrutiny

because people were like, "Well, if Joy... Joy knows how to spell."

"And if she follows this guy willingly into a danger place,"

"does it make her dumb?"

And the answer is, "Yes. But we don't care because it's funny."

Yes, and actually, Joy just wants to get through.

Even if she's like, "Oh, yeah. Well... Whatever."

- Yeah. - "Whatever gets me back home."

Yeah.

So this is Ronnie's big part in the movie. Ready?

- There it is! - Let's cut this part out.

I'm sure that somebody was gonna cut this part out.

That's Ronnie saying "loneliness," which is fun.

And Elissa Knight who is... She's the voice of EVE in WALL-E.

And she did all of our scratch recording, our temporary recording, for Joy.

- We put her through the wringer. - Yeah.

She is such a trouper.

She was our Joy for the longest time in our temp tracks

and informed a lot of our discoveries about Joy.

Abstract thought was one of those we came up with early on.

We made... Remember, we made a list on the white board

of all the different places in the mind that you could go.

And this was one we circled.

We were like, "We got to go there. I wanna see..."

'Cause we can bring the audience, and visualize this stuff in ways

that you could never do in any other way.

Yeah, we were jonesing on,

- "We can do 2-D!" - Yeah!

"What? That'd be awesome!"

Yeah. And if you listen to the track,

the audio actually reflects the visuals as well.

It starts in surround, and then when it goes 2-D,

it all goes to the front.

And then when it goes abstract, it all goes to the center speaker,

and it's very compressed and confined.

So that was a really fun sequence to do.

We actually put together a separate team, a special team,

that did all the modelling,

the design work, the lighting and everything in there,

so that it would be as efficient as we could be.

Yes. We isolated them,

we kept them from food and human contact.

And that's why that sequence is so insane.

Well, weirdly, that's one of those, because it's different,

it is hugely expensive.

- It looks simple. - It looks simple.

You know, anything outside sort of the normal production pipeline

makes for difficulties.

So it was one of those sequences

that was not easy to actually make work,

but one that when we started working on it, it was so fun,

and it proved that it definitely has to be in the film.

At first it really just felt kind of gratuitous.

And so we came up with this idea of four stages.

This was the first and it became a ticking clock thing.

So every time they abstract, yeah, it's fun to look at,

but it's also tightening the wrench and...

More dangerous the longer they stay there.

Of course, it's also the first test of Bing Bong's ability as a guide,

which he flunks, right?

So Joy starts to check in with Sadness,

which is kind of a little tick in her relationship with Sadness.

Imagination Land was one of those examples of childhood,

of holding on to childhood.

And so this scene, I think we initially designed it as

again echoing that idea that Joy loves and relishes all those childhood things.

Um, but in our first script they were being torn down,

making way for new stuff like the Imaginary Boyfriend Generator

and things like that.

That's why you notice that the design of these...

The whole place is not so colorful or shiny.

Everything's a little disheveled, unused.

It's kind of like an abandoned theme park.

Bing Bong's rocket was something

that we had many long discussions about as well,

because we knew... I think we designed it early on,

and we were using it as a way to get out of the dump,

but we hadn't really folded it in, in any real way.

So we had one version where...

"Well, let's just have him introduced with it."

So, when we first meet him

as he's scavenging through the memory shelves,

he would have that rocket.

But then we were like, "Well, wait a minute."

"If he has the rocket, why don't they just use it to get back to Headquarters?"

So, we had to say, "Well, okay, let's wait to reveal it till later."

"And how much can we get away with?"

"Like, if you introduce it right before they throw it away,"

"then it doesn't really have any value."

So, it's just one of these things

that happened in the course of making the movie

that you kind of just accept as an audience,

but you don't know all this incredible work

that went into making it play.

Oh, yes.

Speaking of which, we used to end Imagination Land

with Bing Bong kind of getting distracted.

Like, "Hey, hey, let's go this way."

"I want you to see this thing. Come over here."

And Joy going, "Yeah, but shouldn't we... Hey, Bing Bong, wait."

That was a cliffhanger which seemed like an interesting idea.

Then we realized, "Well, we're starting the scene negative."

"So, we should reverse it and make it a positive ending."

And everything is all good on that subplot.

Meanwhile, Riley is here playing hockey

and having a tough time of it.

Hockey is one of those things

that was definitely part of my childhood in Minnesota.

Minnesota being kind of the annex of Canada,

hockey was really big in Minnesota.

So, even though I can't even stand up on the ice,

it felt like something that we could use

as a representation of Riley's childhood and the things she loved

that now she's going to give up

or at least have some different relationship with.

And it was a chance for us to show Headquarters again.

They are kind of discovering,

along with the audience, how things work.

'Cause this is a state that Riley's never really been in before.

They've never lost all the core memories.

"So, maybe if we put one of these other ones in, that would work? No."

So, we're trying to close the doors for the audience,

like the only solution is to bring these things back.

Yes.

So, this is Bing Bong now at a big turn in his arc.

So, if you think of him as being completely innocent

and kind of blind to reality when we met him,

this beat here shows that no longer is he valued,

that his stuff's ready to be thrown away.

And he says, "Riley can't be done with me."

And it's a big, big turn for him.

Yeah, actually every time I watch this sequence,

I'm amazed that we actually show

the history of Imagination Land in one sequence.

When you walk through the gates,

it seems like everything is so beautiful and so playful.

And then you see it being torn down... Oh, my gosh.

It's had a life cycle already.

Ed Catmull, president of Pixar,

had some interesting notes for us on this scene.

Because he felt like we were giving away the punchline with this scene,

that the fact that Sadness...

In fact, at the first pass through this,

we had much deeper discussion at the end of it.

- Remember that? - Yes.

So Joy says, "How did you do that?" to Sadness.

And she says, "Well, I don't know."

"He was sad, so I listened to what he was sad about."

And she walks away, and Joy's like, "Hmm."

Because of that especially, Ed felt like the ending is not really a surprise now

because we know, from that reaction there,

what's going to happen. So we cut it way back.

We actually went through a whole pass of trying to disguise this even more

to the point of actually breaking the scene which was kind of working.

I guess that's the usual process,

and almost every scene does that.

I think it's our way of getting really close to the solution,

and then at 10%, "That's not working. We'll work on that forever."

Yeah, sometimes you have to drive way, way around into the woods

before you come back to meet the mainland.

Oh, we did that a lot on this movie.

Oh, boy! Every movie.

The one thing that changed here was the fact that Joy,

she used to just walk off screen and be on a stage wait a little bit.

And now she walks off and continues to try to urge them onward,

which is her goal.

"Come on, we got to get to the train. Come on, Sadness."

"Don't make him worse. Don't make him feel worse."

So, that helps as well. Really between those two things,

cutting off Sadness right there at the end

and that other adjustment.

Yes.

And it's really quite an emblematic scene

of what Sadness is effective at in this world.

This is the very first time wherein you can see

that she's really able to manifest empathy.

Ronnie, talk for a minute about screen direction.

'Cause as we watch the train here head towards Headquarters,

I'm just reminded of all the backflips we did.

Because this world is actually circular,

and for the longest time, we were trying to make sure

that we also know if we're cutting from this journey to that journey.

So, Headquarters is always going to be on screen left for us,

when you were doing story, just to make sure that that is foolproof.

And then the journey,

when Joy and Sadness are thrown out of Headquarters,

they go towards screen right.

So, when they have to head back home,

they have to head back home towards screen left.

That's set up right there in that first shot

when they first get plonked out into Long Term.

They're going the wrong way

if the characters are going screen right.

That means that Joy is having to take the long way to go home.

Eventually, when they meet Bing Bong,

Bing Bong actually starts moving them towards screen left.

So, every time that we actually zig and zag,

it's actually supposed to mean

that they're either getting closer or farther away from each other.

Kevin Nolting, our editor, thinks we're too persnickety about that.

- He's right. - He is right.

But in general, I think it just helps orient the audience.

This little bit here, as Fear runs away, this was boarded...

Some really funny stuff that the Story guys came up with,

and then when we recorded with Bill, I could tell,

as he was recording, he was seeing this all in his head.

And he was acting it out just right there in front of the mic.

- Remember that? He was just like... - Yeah.

You know, all these great sounds.

And I could see it coming to life in his brain.

And so when we animated it, I just told the animators,

"Go back, look at that footage of Bill,"

"and you'll get exactly what we're talking about."

I know. Bill seems to have a mind that's built for cartoons.

When he's walking around here at Pixar...

- He's home. - He's unfettered.

And when he's here in a recording studio,

it almost feels like we're giving him these lines

that seems like it's just not enough to let him loose.

Yeah.

- You remember Bill came to Pixar. - Yes.

I think he flew himself to Pixar just to visit.

- I know. - Which is kind of... Would he do that?

I think so. That was the feeling.

It felt like he was just any one of those people

who wanted to visit Pixar and he...

I wonder what he would say. We should just call him.

You want to just call him and see what he says?

Okay, let's call him.

Hang on a second.

Hello? Hello.

- Hello, Bill Hader. - Yes.

- This is Pete Docter calling. - Hey, Pete.

And Ronnie's here too.

And right now, we're recording the director's commentary.

And we thought, "We have a couple questions for Bill."

- Hi, Bill. - Hi, Ronnie.

We were just starting to talk about

you being a major element in this film

and remembering you coming to Pixar.

Why was that? Did you just want to show up or what?

Yeah, I'm a big Pixar nerd, and I asked my agent.

I had a flight back from LA to New York,

"and I said," Oh, can I make a quick stop to San Francisco

"and just take a tour of Pixar?"

They said, "Sorry, Pixar doesn't give tours."

Yeah, they don't give tours,

but they were nice enough to give me a tour.

And I met you and Jonas. I met everybody, I think, that trip.

And we had lunch, and then they showed me around.

It was amazing, and then I thought, "Well, that's that."

And then I think I extended an invitation to you and Ronnie

if you guys ever wanted to come to SNL and see our creative process.

'Cause we do a show in a week.

- And you guys take... - A little longer, yeah.

Of course, we said, "No. Of course not."

We said, "Watch out. We're going to take you up on that."

I remember this one moment, I was thinking,

"Okay, I guess he says he's a Pixar fan, but, well, whatever."

And then you were talking and then you interrupted yourself,

and you're like... "Is that Ralph Eggleston?"

Yeah, I saw Ralph Eggleston. I was like, "That's Ralph Eggleston."

No, you didn't just say, "Ralph Eggleston."

I think you rattled off all of his movie credits right after.

- That's right. - In chronology.

That's how big a nerd you were.

But then we realized Bill knows that much about everything.

One of the other things I was going to ask is,

Ronnie and I weren't in the room with you and Cooley a lot of times.

But in addition to doing voice work,

we were able to con you into doing some writing.

You didn't have to con me at all. You said, "Do you want to write?"

I go, "I can write in a Pixar movie? Yes!"

All right.

Just to see the process too, of how you guys produce stories.

And now you know the secret that it's an absolute mess.

Yeah, it's a mess. No one knows...

It's just like everywhere. No one knows what's going on.

Thank you. See that? That's amazing.

We try to tell people that, and they feel like, "Oh, yeah, yeah, right."

"You just don't want to talk about your secrets."

So you and Cooley, we'd give you

specific sequences to work on, right?

Yeah, mostly I remember working on Dream Production.

That was a big one.

And then we had written a whole sequence

for the clown, where there was all this dental equipment.

Oh, yeah.

Sharp objects. It was a forest of dental equipment.

Of scrapers and awful dentist things.

And then there was this thing where the clown made

balloon animals that came to life,

and he sicced them on Joy and Sadness.

Yeah, they were pursued out of there.

And they ran after them like it was a pack of balloon animals.

And then they would get caught on the dentist equipment.

- Yes. - And they would break.

And then I think we made it so that Joy purposely steered them there.

- Right? - Yeah, yeah.

Joy purposely ran through the dentist equipment.

I remember pitching you guys that, and you guys went, "Yeah!"

See, that's a cool idea.

Is it too late to go back and change that?

Then I remember we also had a character

that was a weird girl from school that was in her night gear.

Who sat on the monkey bars.

Yeah, and she turned around and looked down, and she just went, "Mine!"

Yeah.

- Oh, yes. - Yeah.

That was so creepy and scary.

I remember working on that sequence.

I actually remember when I first came in really early on,

you guys had a version of the movie where Riley was knocked out.

- Remember that? - Yes.

Yeah, she was out in the woods. She fell down and she got knocked out.

It was more about waking her up.

And I remember us talking about that, and we were all saying,

"Well, I'm not really worried about these emotions in her head."

"I'm more worried about the young girl out in the elements"

"lying unconscious in the woods."

"I don't know if anybody's gonna really care about the emotions in her head."

We were like, "Get her up. A wolf's going to come and get her."

I remember that went out the window.

It was so cool for me to be able to get a sequence,

then we would talk it through.

And then having Cooley there who also has such a great story brain,

and Ronnie does... You guys all do.

I can't draw to save my life.

But just how quickly they put up boards.

Just the immediacy of visual storytelling like that.

Where I would go, "You know, it's kind of like..."

"You know these kind of dentist equipment?"

And then Cooley is looking at me while he's drawing,

"Uh-huh! Is it something like that?" I'm like, "Exactly. Exactly like that."

That was such a cool experience.

Well, I was going to say all these ideas sound great,

and why did we cut them? But not all of them were great, I guess.

No. That's the other thing you learn,

is that you got to stay with the main characters

and kind of what they're doing.

You can't get bogged down in all these other things.

All they care about is Joy and Sadness.

Yeah, and that was actually why we initially were like,

"We got to get Bill." 'Cause you do such great characters.

I think that was one of the first things we plumbed your brain for,

is like, who is Sadness and...

Oh, right.

- Remember I did all the characters? - Yeah.

You guys put me in the studio and you said,

"What would a Sadness person sound like?"

Yeah, I did 'em all.

"Oh, it's so bad..." That...

For a long time, that's what Sadness sounded like.

Gosh! My oldest daughter was one, so that was four or five years ago.

Yeah.

- It's been a long road. - It's been a long road but it was fun.

And you guys came to SNL and you guys watched us,

and you sat in the rewrite table, at the table-read.

- Yeah, we did. - Yes.

I remember you guys sitting there, watching us shoot.

Going into where the director is in the booth, and all these things.

And then when you watch Dream Production,

a lot of that ends up in there.

Yeah.

- Yeah, we even did the... - Cards.

The cards, which I guess you guys said

nobody else really does cue cards with actual physical cards anymore.

- Yeah. - But we put that in.

We got to sit and watch the writers sweat

as they perform the skits.

Yeah, it was a great learning experience.

We actually were so inspired that when we came back,

we actually had a lot of that glow

of having been in SNL and how they create.

And you're right, there was a lot of the cues, too.

When we have a Dream Production,

the makeup people that you were riffing that

the director would say, "Okay, we're ready."

"Makeup, get out of there."

That's all from you just workshopping.

And we had to put it in. It felt so natural.

'Cause watching you go from one sketch to another,

it would be like an entire wardrobe change,

new hair, new everything.

And 14 seconds later, blam, you're in somewhere else.

Also, you have SNL...

Paula Pell, as the voice of the director, right?

Paula Pell is one of the great SNL writers

and one of the loveliest people on earth.

Yeah, Amy suggested, when we asked her,

"Who should we get to play the director?"

I think pretty immediately she was like, "Paula."

Paula is amazing. I think all of us just...

If we could put Paula in every project, we would. She's great.

She's one of the... In the Mount Rushmore of SNL writers.

She would be on the cliff, chiseled in.

Yes, she'd be chiseled in

right next to Jim Downey and people like that.

Cool.

All right, well, thanks, Bill. We won't take any more of your time.

- Thanks, guys. - Cool.

- I'll talk to you guys later. - See you.

So, obviously, the music was a huge part of the film as well.

And working with Michael, as we had on Up,

was an absolute joy.

- It's a dream. - He's great to work with.

And just watching his process is really cool.

In fact, why don't we give him a call too?

Really? Let's call him. Let's call him.

He can speak for himself about the process.

It will be fun.

Here, I think I have his number.

He's probably going, "What number is that?"

"I'm not answering that phone."

You've reached the office of Michael Giacchino.

We're not able to answer the phone right now.

So, if you'll please leave us a message,

we'll return your call as soon as possible.

If this is an emergency, you can contact Michael's assistant David.

Well, I guess he wasn't there. Hey, Michael, this is Pete.

We were just making the commentary for the DVD

and thought we'd give you a call and talk about it,

but you're not there.

So, now we have your voicemail. All right, see you. Bye.

All right, so he wasn't there.

I think it's because I think you owe him money.

I made him mad? He's not taking my call.

So, this is where Anger, of course, plugs that idea in.

I had one pass where

the first time he thought of it was when he plugged it in.

Yeah, yeah, it used to happen quicker.

But the tension and the escalation, we didn't feel it.

That's why we had to parse it out a little more.

The other thing we realized, "Well, if this is the threat,"

"if Riley's personality and Riley's safety is what's at stake,"

"let's introduce that threat earlier in Act 2"

"and use it as kind of a Sword of Damocles hanging over us."

For the longest time, we were trying to find out

what was the worst thing that could happen to Riley.

We went, "Well, she could be actually knocked out"

"or she could get lost somewhere."

Eventually, we landed on the fact that the worst thing that could happen

is if she actually just wanted to run away.

We had that idea early but we doubted that it would be enough.

Well, the reason I think was.

Joy and Sadness are the protagonists of this thing.

Joy being the protagonist that is.

So, if Riley is in physical danger, Joy has no power, right?

She can't affect that at all.

So, we have to somehow design this in a way

that the emotions can come to the rescue

and save this kid.

Rather than putting her in physical danger,

we wanted to make it an emotional choice.

Or the reason that all of these things are going wrong

is because Joy and Sadness are not back in Headquarters.

If only they were back in Headquarters, things would turn around.

So, there they go off to screen left.

This déjà vu gag was something

that we wrote originally for elsewhere in the film.

But we needed some sort of levity here

because we had some large stretches of dark stuff.

I just relocated it, and it seemed to work pretty well.

It works much better here.

This sequence, this was born out of the Memory Dump.

So, this is just another example of how everything jumps around,

like you don't just move forward through a film.

And interestingly, this sequence in the Memory Dump

was there from the very, very beginning

as a placeholder of what would happen.

Joy needed to have an epiphany and learn something deep,

but it was never really clear what it was that she was learning or how.

It wasn't till pretty late that Ronnie went off and reboarded that.

As a part of that, you went backwards to this scene to say...

This is setting up this idea of the twisty tree and Joy loves it,

which we're then going to come back to and understand why.

This is the way we make movies.

We arrive at the dark night of the soul of Joy

coming to terms with learning what's really important.

But we also try to solve all of it in that one sequence.

Because it was like, "Oh, my God. This is going to work."

But people were wondering, "Well, it feels like that would be the solution"

"but we didn't earn that solution just yet."

So that's why it's like, "Oh, where can we find ways to plant the seed"

"of where her epiphany would begin?"

This beat here where Riley steals the credit card

is our tribute to Hitchcock.

When we were making it,

it felt like it needed a lot more tension.

And I'm such a big fan of Hitchcock,

specifically the scenes in Marnie when she's stealing from the safe.

And the cleaning lady comes in.

I remember you talking about that.

So, we kind of made room for it to be

that kind of tension of like,

"Will she get caught?"

There's really an interesting lesson when we were mixing this.

On a gut instinct I said, "Bring the music way back."

"And bring all the little creaks and pops, things you think of as Foley,"

"bring that all forward because that's the way..."

When you're sneaking around, you're hyper-attuned, hyperaware.

And that really, to me, made the tension ratchet up.

- Yeah, it worked. - Which is pretty cool.

The Train of Thought derailing was...

I tried forever to get a joke in there of...

Like cutting to Riley in the middle of saying something

and then, "I'm sorry, I lost my train of thought."

But it just felt like the wrong place.

Because it was a high drama moment.

But if it wasn't quite like that, it would have worked.

Yeah.

This piece right here is this great piece of music by Michael Giacchino.

And I remember talking to him about

this repeating phrase that just drives this whole sequence.

And he was saying, "Well, you know how when you're exercising"

"or really focused for some reason,"

"you kind of get this one piece of music caught in your head"

"and it loops and it loops."

And so it's very psychologically based, I thought.

It's pretty neat.

And it does a great job of driving this whole sequence

as Riley is now running away,

the worst thing possible for our characters.

They're trying to stop her from doing that,

but obviously, it doesn't work out.

This was another scene that took a lot of redoing, like all of them.

But we're focusing on the ones that seemed especially hard to crack.

How do I put this?

- Because it's difficult, it's painful. - Yeah, yeah.

Because we did it over and over again,

we knew what it needed to do.

This was going to be Joy choosing...

- She's actually backsliding. - Yeah.

When she's starting to actually relate to Sadness already,

things are seemingly working between them, the duo,

she reverts to a former version of herself,

that one that chooses poorly.

You're right, Pete. We did it over and over again.

And I think it worked in various ways, but towards the end,

we wanted to make sure that it's ironclad

that she makes the worst decision at the wrong time.

At some point, we sort of realized it was a mechanical problem.

We need to design something that does not allow Sadness and Joy

to fit into the same space without changing the memories.

So, Joy has to choose.

"Do I either bring my friend up and change Riley?"

"Or do I preserve Riley and abandon my friend?"

And, of course, she then chooses poorly.

Riley walks out into the fog.

I remember Ralph Eggleston, our production designer,

having a couple ideas of how to connect the real world and the Mind World.

And fog was another of those that just feels very psychological.

And it was inherent in San Francisco that this fog would be across the city

that would kind of equate to what's going on in Riley's head.

- The fog of the mind. - Yeah, exactly.

All right, so now the Memory Dump.

One of the first pieces of artwork I remember you doing

was that one of Joy standing there, and it's blue-green

as all the memories are falling into the Memory Dump.

- Remember this? - Yes, yes.

This is going back in time

when Pete and I were the only people in production.

Actually back then, we wanted to find a way,

maybe Riley herself can be in the journey.

- And we had versions of that too. - Yeah.

But our process, between Pete and I, is

we will talk about things and then I would draw something.

Or I would talk about something and Pete would suggest something

that makes me think of these pictures and these images.

And that was one of those things that made us think about

how we can isolate Joy in a desolate place,

that also brings in this rain of memories

that's coming from the sky.

Yeah, and I think the point there was, just emotionally,

in this world of the mind,

the concept of memories being forgotten

just seemed very potent and something to mess with.

And that all, of course, comes from Pete's observations

of his daughter changing.

You would talk about looking at pictures of them when they were younger.

Yeah.

And... "Aw, they were so cute back then."

Yeah, kind of breaks your heart in a way.

Right? I remember when you talk about that,

it reminds me of my kids too.

And sort of like, yeah, you're right,

because there would be like a stretch of just weeks

wherein they already look different.

And then you as a parent start thinking,

it's like, "Wait, I don't think I'm paying attention enough."

"They're growing up, and I didn't notice them change."

Yeah.

This is what turned out to be the longest shot in the film.

It was one of the very last.

In fact, I think it was the last shot to be final,

because this sequence, even though it was there from the very beginning,

came under a lot of scrutiny of how heavy do we get,

how long is it.

And so, there was a lot of back and forth.

We animated all around this shot, this one shot.

Because it was a lot of debate about how deep should we get.

How long should we allow her to sit there and reminisce,

and how to make it the most emotional that it could be.

So it really only crystallized at the very, very end of production,

and then, of course, the animators had to crank through it.

And it really, well, the good thing was

it forced us to really break down the beats.

So if you look at any animated shot, I like to think of it in beats.

So you have these very clear phrases of what's going on throughout the shot,

and you can break it down and talk about each beat

and what's emotionally important,

and then what brings you to the next beat and so on.

So, the animator did a fantastic job of making that all very clear,

and of course Amy's performance.

I remember, for this sequence, we turned the lights down,

we cleared the room out, and we talked a lot about her kids.

And watching them grow up, and kind of getting her in the mood.

And she did it a couple of times.

And I kind of felt bad but I said,

"I'm not quite buying it yet, can you just really go for it?"

And she said, "Okay."

And she took a moment and she gave us this great, great performance,

which just makes me cry even just to think about it.

Amazing, amazing. Actually we'd done

many attempts of this very sad moment.

And each time when she gets to it, she starts tearing up.

And it makes me tear up.

Yeah, and all the specifics of,

"Do you remember when she used to stick her tongue out" and whatnot,

those all came from...

I think we learned on Up that the more specific and truthful you can be,

the more meaningful the scene will be.

So that's... My daughter would stick her tongue out when she was coloring,

and so those were all kind of things that we pulled from.

I know, all of our family stories are somehow nested

in all these sequences.

Yeah, that's true. The Sadness voiceover,

I remember that was something that you added, Ronnie,

and bridging back to that scene in the train...

Yeah, that's always fun.

When Pete and I were working together, we would be,

just to push production outside of our rooms,

we'd just go and hole up,

and we're trying to make these elements play...

Yeah.

And when we're pitching to each other,

these kinds of epiphanies and solutions show up.

Because the pressure of production is like just at bay,

"We have half an hour, let's work on this."

"Yeah, go, go."

And then kind of stepped to the left

and to the right of something,

and then, "Oh, wait. What did you say?"

And then, "Yeah."

And it's, a lot of it is somehow yearning for something.

Yeah.

I remember that I wished that Joy

could hear again what Sadness had said.

Mmm-hmm.

I wished that she could hear...

Oh, so that's what brought that idea out?

It's kind of like those conversations you have with people,

you're kind of like, your ears are taking the data in,

but it's not really sinking in.

- Yeah, I know what you mean. - Right? So.

And this is the only time it actually comes home for her.

Yeah.

"This is what she meant."

Yeah.

This cue was one of the very few that we redid.

I think Michael originally wrote it a little more peppy and upbeat.

Not that it's not peppy, it has a great energy to it now.

But I think it was basically the same thing in a major key,

so it felt like, "Hey, we're gonna make it!" from the get-go.

And so we went back and redid it in a minor key

so as to imply like, "We may not make it."

Yes.

- And Bing Bong disappearing... - Mmm-hmm.

Is one of those thematic things

that we wanted from the beginning.

Because he is that symbol of childhood

that is fading away.

He's already an out-of-work imaginary friend.

- He doesn't have a role in Riley's life. - Yeah.

And here he is, in the worst place in the mind,

wherein if you're in there, you are gonna disappear.

And this is the last moment that he's gonna be solid.

And it's his chance to be back with Riley

in a way that you wouldn't have thought of.

Like, it's his way to save Riley,

like, his sacrifice is what gets Joy back up there.

We know that Riley's gonna be okay, and when he disappears...

I remember, this is one of those moments

that you live for in this business.

Because so much of it, believe it or not,

so much of what we do is work, work, work,

and drudgery a little bit.

But once in a while, you have these moments where you look at each other,

and you're kind of completing each other's sentences,

and you're so excited about,

"Oh, my gosh, we have this character who represents childhood."

"Of course he needs to disappear just like childhood does,"

"and it's all symbolic, and, yeah, perfect!"

And I knew this would be...

Well, I hoped that it would be emotional for people.

And sure enough, I mean, we've had a lot of people say,

"Isn't there some way to maybe bring Bing Bong back at the end?"

"'Cause we don't like that he disappears, he's so sad..."

Like, "Well, childhood can't come back so he has to die."

Yes.

- We like to torture people. - Yeah.

No, actually, Pete, this moment was

working very well when he disappears,

when he actually does.

- Back then, we had him do a somersault. - Yeah!

And he was very high-energy and peppy.

And then he waves silently and disappears.

And then you had put in another recall

of what he wanted to do when he gets back, with Riley.

His hopes. And he knows he's not gonna be able to do it,

so you put in that line.

He's saying, he's like, "Well, take her to the moon for me."

Which, to me, kind of says,

"Make sure she has a little bit of childhood as she grows up."

- You know? "Hang on to that." - I know. I know.

That was perfect.

And I know that people, their heart breaks a little bit when they see that.

"Oh, no! I love Bing Bong."

So then we're into the third act now.

How do we get Joy back to Headquarters?

And this was actually a really tough nut to crack.

I guess we keep saying that.

The whole movie was tough.

Yeah, everything was so tough.

"Yeah, yeah, you draw and you make cartoons, how hard can it be?"

Yeah.

It is, trust me.

Because every day you have this problem to solve,

and it doesn't yield answers for years even though you get really close to it,

and that's frustrating.

I think one of the keys to this was realizing

if Joy has been trying to keep Sadness away from Headquarters,

now she wants to get Sadness to Headquarters.

So, let's not make that easy for her.

Let's make the characters, not just the situation, in opposition.

So we went backwards.

And even though it's a little bit loose, I think,

as to why Sadness is trying to run away,

she's sort of feeling guilt-ridden and responsible for all these bad things.

But Joy now has to work to get her and bring her back,

so that then really helped shape the whole thing.

We also had this concept from pretty early on that,

"Hey, we have this great place, Imagination Land,"

"we also have Dream Production,"

"we have all the bucket of cool places we've been to."

"How can we use some, one, or all of those things to get them back?"

For a while we've tried bringing the clown out of Subconscious.

Oh, yeah.

And he was gonna

sit on a giant whoopee cushion which was gonna propel them up.

We knew that we didn't wanna repeat the same thing with the wagon,

'cause we'd just seen them fly out of the dump.

So it had to be something else.

One of the things that, the biggest laughs in the making of the film

was the boyfriend thing.

And so we thought, "Let's try to use that again."

Which is a little bizarre, but you know...

I know. Well, and also that...

That's what you want.

The Cloud Town, it seemed like it was there,

and that those puffy clouds could float,

I wonder if that could be a conveyance.

Oh, of course not, it can't... Wait a second.

What if...

The boyfriends, who are voiced by

one of our story artists, Tony Maki,

who just seemed like he had that sort of overly dramatic kind of...

He has a handsome voice.

Yeah, he does. And he's a handsome fellow.

This blew me away, the... Ha-ha.

Blew me away...

The balloon blowing those cards over.

That was the effects department.

And they used this simulation tool which approximates

what would happen if you actually had all these cards stacked up...

and generated.

So it's pretty neat-looking.

There goes Joy and then the boyfriends.

We contemplated several times because she says, "Time to prove it."

The boys say, "We would die for Riley."

Should we show them actually falling down into the dump?

You know?

We decided not to go for gruesome.

But it's sort of implied that they do, they...

It's implied that they sacrificed themselves.

- Hey, they're imaginary, so... - Yes.

And all of that is fun,

workshopping with a story crew, coming together, brainstorming,

dog-piling on this problem.

"And then this happens, and then this happens."

- Yeah, the story crew was... - "And that would happen."

When you can find these kind of ideas like this,

where we know basically where we're trying to go,

but how, why, where, all that stuff, is really fun for them, to involve them in.

- And they had some great ideas. - Yeah.

This was another one where we rewrote many times,

Disgust's speech to Anger,

trying to upset him and provoke him into anger.

And I don't remember how many different versions of that we did,

and tortured...

Mindy.

Poor Mindy was rerecording them.

- But I think it turned out really well. - She's a trouper.

So then having held Sadness back from the console,

Joy now urges her forward.

And this was John and Andrew helping us quite a bit,

trying to make it as much of a surprise,

not only to the audience but to these other characters.

So they assume Joy is gonna step forward and save the day,

and instead Joy now has learned that it's gonna be Sadness.

So she's able to step up and remove that idea.

Something that I remember, when we boarded this,

it was a little unclear as to when exactly she is able to clear the console

and make it usable again.

And in Layout, this is one of those you never quite know, as things...

You kind of figure things out.

We pushed the idea of Sadness actually touching the console

until the moment when Joy actually...

- Once she replays the memories. - Mmm-hmm.

So early on, I think she had touched the console,

cooled it down, got the memory out,

but that sort of implied that Riley was already feeling sad.

So we separated those concepts and made that different.

This is the payoff that Joy has been trying to prevent the whole film.

"Sadness, don't touch the memories."

"Don't touch the Core Memories, stay away!"

And now she willingly gives them over to her.

And it's sad for her.

I think she knows she's doing the right thing on one level,

but it's also painful.

Just like watching your kids grow up.

The replay here of the memories,

we double-printed frames, so it, kind of... An inferred slow motion.

We could have animated it or rendered it in slowmo,

but I think this really cements the idea that...

I don't know, this is the way I feel about

when you think about nostalgic memories that are bittersweet.

And I love this last shot, skating away from the camera

kind of represents this is Minnesota...

- It's going away. - Going away.

This was kind of a gut instinct that I thought I'd try,

is when Sadness finally touches the console,

it has this warm, rich, resonant tone to it.

I guess what I was going for...

One of the psychologists we talked to, Dacher Keltner,

he pointed out the vagus nerve, which is in your chest.

And it's that warm, rich feeling when you really love someone

or something good happens,

you have this blooming feeling from your chest.

And I think that's what I was going for with that tone.

That when Sadness, even though it's counterintuitive

'cause Sadness doesn't really usually feel like that.

Finally, after all this time of holding her back

we're finally gonna allow her forward.

And then that's the last sound that we hear before it all drops out,

and we just have the silence of Riley talking to her parents,

and admitting finally that she's sad.

Which is something Joy would never wanna do, prior to this journey.

And it's ultimately what brings them together.

There's a lot of orchestration

about memories that we had been trying to find

ways to loop back in.

Mmm-hmm.

This blue memory, I remember, from the very beginning

the story guys were like, "Well, it went to the dump, you recover it."

- "Shouldn't you bring it back?" - Mmm-hmm.

I was like, "Yeah."

We have so many memories to track. Where is... What? Where...

But it now becomes emotionally satisfying

that that was where all of these problems began for Joy.

Now she's willing to give it back to Sadness.

Yeah, I also felt like the Core Memories were for Riley,

this one was for Sadness.

For Sadness.

It's like a little offering for her.

I love that this whole ending reverses the sort of usual loud action thing

that usually, traditionally happens in movies.

You build, build, build to this big climax,

and here we've pulled back,

and it's just the quietness and the sadness of Riley

that's able to complete the whole thing.

And also, if you notice, this is a bookend,

wherein we began the movie with Joy, and then Sadness comes in,

the fly in the ointment, as Pete had said.

And then here, at the resolve, we have Joy and Sadness,

but they are actually embracing each other.

Yeah.

We had a lot of different ideas for different islands that could be out there.

Somehow it seemed funnier to just hear their names

than to go for close-ups or anything.

The new console was meant to symbolize

the complexity of adult emotions.

I don't think this is really true but our experience of it

is that children have very pure, simple emotions.

Probably very loud ones too.

And as adults they become much more complex and nuanced.

So the console was symbolizing all of that.

Yes, and confusing.

- Look at those buttons. - Yeah.

Of course, after the dinner scene played so well in some of our early screenings,

here at work there was a desire for callbacks from Mom and Dad.

So we have the face painting.

We can sense that things are gonna work out all right.

Mom's not gonna go off with the Brazilian helicopter pilot after all.

And then I don't remember who came up with the boy thing.

Was it Josh, was it you?

Oh, probably was Josh.

- I don't remember. - Anyway, that...

After this sort of melancholy, sweet, wonderful, sad moment,

this is a way to kind of bring some energy back in

and leave on an uptick.

And great acting on Riley.

- Yeah. - I love it.

And then we also really wanted to show,

even though the primary relationship in the film was between Joy and Sadness,

we wanted to demonstrate to the audience

that all of the emotions are now involved in a very sort of team-like way.

So from one to the other, we switch off back and forth

in this one shot here, watching Riley play hockey.

And then this last shot, we go from a very close-up here on Riley

all the way to a wide shot.

And I love that even after this whole journey,

Joy, after everything she learned, she ends the film

with essentially the same thing she said at the beginning.

Which, "What could happen?"

She's an eternally optimistic character.

Kind of clueless, but that's the way...

That's the way we all are.

That's the way Joy is.

We move forward hoping for the best.

The credits here, we added

to address a concern that a lot of folks had,

that the movie was too sad.

Which not everybody agreed with,

but I can't disagree that this whole ending really brings a lot of humor

and people love it.

So it was a fun chance to play with one of these great ideas

that the film offered up.

Which is, "What's going on inside people's heads?"

So this is our chance to have some fun with that.

- And meet random people. - Yes, exactly.

And actually, very early in the process

we had experimented going inside a baby's head.

- Yes. - Inside a dog's head.

- And a goldfish's head. - Goldfish's, yeah.

And we can't fit it in! We didn't know...

It was so funny.

How about a credit sequence?

It's like, "Oh, I don't know. Wait..."

- "We can use it there." - Yeah.

In the end, I'm proud of this movie and the statement that it makes.

That in a world where we try to generally avoid sadness,

we see sadness as a bad thing, we even medicate it,

people will take drugs to avoid feeling sad,

this movie asserts the necessity of sadness

and the importance that it plays in our lives,

and the richness that it brings.

And I think as an adult, especially,

you tend to experience all these different emotions

that you initially tried to avoid.

Because they add a richness to your life

and a real warmth and complexity to things.

Ah! I'm so happy to have been on this movie.

Because I learned so much about emotions.

But not only that... This is one of the most complex

and most difficult movies

I have ever worked on.

Yeah, me too.

I don't think, Ronnie, I don't think we would have been able to do this movie

even like five years prior.

Oh, goodness me, no.

It just took every ounce of our training and...

- Experience. - Yeah.

- Patience. - Yes.

Climbing tepuis is much easier.

That's true.

That's true, yeah. We got to explore the world out there on Up,

and then we went inside on this one and it was quite a journey.

It was, yes.

But I'm so happy and so grateful to be part of it.

Me too.

I think working with everybody, I mean, it's been a fantastic journey.

And everyone on the film, from the story crew, all the way down to rendering,

was wonderful.

I think the film fundamentally changed me in a lot of ways.

The experience of the film itself is of course really...

It always ends up having an effect on you.

But just doing the research and thinking day after day

about our emotions and what's driving us,

and what's going on under the hood,

I think it really made me think more deeply

about the way I interact with people and what's going on in their heads.

And, like, a lot of times you think, "Man, this guy's such a jerk."

Or so mean or whatever.

And likely he's not. They're not trying to do that.

It's their emotions and this whole other system

that is unconsciously, below their even conscious control,

it's kind of driving them through life.

And they're just doing the best they can based on what they have.

And in the long run,

I think the thing that really affected me was this idea

that emotions are the key to relationships.

That those things that we sometimes try to avoid,

anger, fear, disgust, whatever,

are ultimately the very thing that make for the deepest relationships

in our lives.

And I feel like that's the basic thesis of the film and the statement of the film.

And it's pretty powerful.

I'm so glad you thought of it.

Well. It wasn't me. It was a big crew, so it was...

Anyway, we're sort of rambling here, so I think we're probably done.