The first time I remember feeling anxiety I was 11 years old. It was the last day of sixth grade —the last day of elementary school period — and kids were signing each other’s yearbooks. I had a crush on the girl I had sat next to in fifth grade English, and I really wanted her signature. There was just one problem: I had no idea how to ask for it (or, for that matter, how to talk to a girl in any other context).

Short, awkward, and weird, I had recently come to the shocking realization that I was a deeply uncool human being, and I was convinced I was especially unappealing to members of the opposite sex. As such, I suspected that if I did ask this girl to sign my yearbook she would either a) discover my crush or b) say no. I spent the entire day sweating this decision — literally sweating, until my shirt was damp with perspiration — gaming out every conceivable outcome. Do I ask when she’s alone? Do I go when she’s talking to other people? If things go south, how fast can I convince my parents to sell our house and move to a remote forest in Idaho, far away from any residual embarrassment? It felt like a remote possibility, but not totally out of the question.

That was my first meeting with anxiety. It was not the last. Over the subsequent 30+ years, anxiety would become my constant companion; guiding me, cautioning me, freaking me out, occasionally ruining my life when I let it. To this day, anxiety still gets to me at times, turning me back into that 11-year-old kid clutching his yearbook; paralyzed, helpless, slightly disconnected from reality.

I hadn’t thought about that excruciating day in a long time, but Inside Out 2 and its story about a young teenager making acquaintances with anxiety dredged it back up. I imagine most people will see this movie as a bright and clever animated adventure for kids. For me, it struck a slightly more personal nerve. Sometimes a movie’s strength is not what we see it in, but what it allows us to see in ourselves.


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Building on the brilliance of the original Inside Out, this imperfect but thoughtful sequel reunites viewers with the warring emotions inside the mind of Riley, a now 13-year-old girl from San Francisco. In the first film, 11-year-old Riley’s emotions — centrally Joy (Amy Poehler) and Sadness (Phyllis Smith) — warred for control of her fragile mental state after her family relocated from Minnesota. In the process, Joy, who had previously done whatever she could to keep Riley happy at all times, learned the important role sadness plays in our lives as we grow older.

Two years later, it is time for a new lesson. On the cusp of entering high school, Riley ventures to an elite hockey camp where the takes are enormously high: If she performs well, she might immediately join the varsity team. If she screws up, she might become a social pariah before the very first time she sets foot in her new school. Meanwhile, inside Riley’s “Headquarters,” Joy and Sadness, plus their longtime compatriots Anger (Lewis Black), Fear (Tony Hale), and Disgust (Liza Lapira) must adjust to the arrival of new pubescent emotions: Ruddy-faced Embarrassment (Paul Walter Hauser), disinterested Ennui (Adèle Exarchopoulos), the appropriately-green Envy (Ayo Edebiri), and most importantly Anxiety (Maya Hawke), who sort of looks like an orange Muppet who’s been strung out on caffeine pills for years.

Anxiety and Joy both want what’s best for Riley, but they possess fundamentally opposed ideas about how achieve their shared goal. Joy wants Riley to live in the present; Anxiety is, naturally, worried about her future. This hockey camp could determine the next four years of Riley’s! life! What if she blows it?!? Anxiety calls for projections, forecasts, and protection against every potential negative outcome. Soon, Joy and Anxiety are at odds, fighting for control of Headquarters.


The first Inside Out, directed and co-written by Pete Docter, explored Riley’s inner life with sharp wit and astonishing visual ingenuity. By turning abstract concepts about the human psyche into concrete physical areas that could be explored by living emotions, it tossed off ideas that could have fueled entire other movies — like “Dream Productions,” the cliché-driven film studio that controls Riley’s slumber-time entertainment. Inside Out 2, directed by Kelsey Mann introduces new elements of Riley’s mindscape, like the “Belief System” that forms the foundation of Riley’s towering Headquarters, and which is comprised of Riley’s memories and forms the basis of her personality, something that is very much in flux at the age of 13. Joy’s latest quest to protect Riley also introduces us to her brain’s “Sar-Chasm,” a massive cranial canyon interrupts a trip down her “Stream of Consciousness.”

Some of these additions are a lot of fun. Others feel a little ham-fisted, and it must be noted that some of the new emotions feel a little superfluous to the story. While Ayo Edebiri is a very skillful voice actress (she was great as a Riley-esque teenage April O’Neil in last summer’s Teenage Mutant Ninja Turtles: Mutant Mayhem), Mann and screenwriters Meg LeFauve and Dave Holstein never quite carve out a distinct identity for Envy, who only occasionally acts jealous, and mostly serves as a yes man to Anxiety.

For that matter, apart from a single throwaway line of dialogue, the movie never quite explains why Anxiety is a distinct emotion from Fear, and I never really understood why the film wasn’t about the pre-existing Fear fighting Joy for control of the newly neurotic Riley. I suppose it might have something to do with the fact that while Bill Hader voiced Fear in the original Inside Out, he chose not to return for this sequel and was replaced by Tony Hale.


Visually, Mann maintains the vibrant look of the Inside Out universe, and also continues the franchise’s subtler use of color to reinforce Riley’s emotional states in the “real world.” Note, for example, how many of the choices Riley makes that cause her anxiety are color-coded orange, like where to sit in the locker room, or which team to join at hockey camp. That sort of attention to detail is why Pixar still stands out from their competitors in the world of family animated movies.

On the whole, Inside Out 2 lacks the structural elegance of the first film, and it holds far fewer surprises for viewers on a narrative level. Still, whether you call them anxieties or fears, Inside Out 2’s depiction of tween insecurities is right on the money. And Maya Hawke is pitch-perfect as the jittery bundle of nerves that is Anxiety. (Although her role is far smaller, Exarchopoulos also steals several scenes with as the living embodiment of insouciance.) Its insights into the nature of anxiety took me 40 years, countless panic attacks, and a bunch of therapy to fully grasp. If it helps future generations of kids talk to their sixth-grade crushes with less agitation, it can be regarded as a significant success.

Additional Thoughts:

-My eyes might have been playing tricks on me but I think I spied a small poster for 4*TOWN, the fictional boy band from Pixar’s Turning Red, on Riley’s bedroom wall. While that’s the sort of fun Easter egg Pixar often throws in for eagle-eyed fans, it also underscores how these two films are kindred spirits. Both tackle the same subject, namely, the discomfort of a young girl confronting puberty and all of the newfound challenges to one’s identity that come with it, from slightly different perspectives.

-A small detail I really liked about Inside Out 2: Fairly early in the film, there is a moment where something does not go well for Riley, and Joy encourages Sadness to take over the controls at Headquarters for a moment. “It’s okay,” Joy says, “We need this.” Unlike so many sequels that wind up undoing whatever growth its hero had in the previous film, Joy has not forgotten the lesson she learned in Inside Out. And that is refreshing.

-Maybe I should have mentioned this sooner: My oldest daughter is named Riley. It’s quite possible I am physiologically incapable of disliking a movie where characters constantly say things like “We love our Riley” and “C’mon Riley, you can do it!” Between that and Maya Hawke’s very convincing impression of the voice inside my head every minute of every day, the only way Inside Out 2 could be more tailored to my tastes is if Joy dressed like Spider-Man and Sadness occasionally performed gymkata. So take my entire review with however many grains of salt as you like.

RATING: 7/10

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