Hi, Anxiety! — Inside Out 2

William J Hammon
14 min readJun 20, 2024


From the moment Inside Out 2 was announced, I was a bit apprehensive. I put this down to two things. One is that I love the original Inside Out so, so much, that I didn’t want its legacy to be potentially ruined by an underwhelming sequel. We’re talking about my favorite film of the 2010s, my second-favorite in the entire Pixar canon (just behind WALL-E), and a strong contender for my Top 10 all-time. We’ve seen situations where sequels and spinoffs — while functional and entertaining — have denigrated the overall profile of the source material (Lightyear and Toy Story 4) and others that ruined greatness without even having the decency to be good (Finding Dory and Monsters University). Needless to say, Fear was in control of the console when the news dropped, especially because it meant Elio (teased since 2022) would be delayed yet again.

The second is that the reveal of new emotions felt like a cynical move, as doing so is inconsistent with what we’ve already established, both within the plot of the first entry and the meta aspects of its development. When Inside Out was first conceived, it was done so in heavy consultation with Dr. Paul Ekman, a renowned psychologist and professor at Cal-Berkeley. Through his model of “universal emotions,” Pixar settled on seven characters before narrowing it down to the five we got: Joy, Sadness, Anger, Disgust, and Fear. The other two — Surprise and Contempt — were eliminated because a) Surprise’s features were rolled into Fear, and b) having more than five would overcrowd the story and the setting, as it would be exceedingly difficult to give seven lead characters proper screen time and attention in the space of 90 minutes. So upping the total to nine (really 10 for the purposes of a gag) comes off as doing too much, especially when they feel like an attempt to sell more toys.

But of course I was going to set all that aside and watch the film. The first one affected me like few movies ever have, and I absolutely adore Riley and the crew in Headquarters. The balance of genuine pathos and comedy is almost unequaled, the adventure is beyond imaginative, the ability to depict abstract mental concepts in ways that are easily understandable to a mass audience was inspired, Bing Bong’s sacrifice left me in a puddle of my own tears (sadly not in the form of candy), and the understanding that “Happiness” and “Joy” are separate ideas, that true “Happiness” can come from any — and every — source working in tandem for the greater good was one of the most profound ideas ever conveyed in a family film. I had to see what these masterminds could devise as a follow-up, even if it was practically impossible to clear the original’s bar of quality.

As it turns out, my concerns were mostly confirmed, but that doesn’t mean this isn’t a solid effort. It’s the best Pixar project since Soul, it expands on some of the best elements of the original, and while I disagree with some of the creative choices, they do still largely work. It’s a worthy sequel, one that could set up a triumphant conclusion in a third installment, but if you’re looking for something that exceeds its predecessor, you might be disappointed. On the whole, I still really enjoyed this, despite what I feel are some lesser decisions.

The last film ended with Joy (Amy Poehler, continuing to demonstrate why she was born for this role) accepting that she couldn’t always be in control of the console, and that Riley (Kensington Tallman in place of Kaitlyn Dias) will be happy with everyone involved in sharing the responsibility. Almost all the new memories are combinations of the various feelings, and as Riley grows, her Islands of Personality have evolved (Boy Band Island is gone, and Family Island has decreased in size). Sadness (Phyllis Smith), Anger (Lewis Black), Disgust (Liza Lapira replacing Mindy Kaling), and Fear (Tony Hale subbed in for Bill Hader) all contribute in equal partnership, with the result being relative harmony and balance in Riley’s life. We left off with Riley turning 12, and now she’s 13, having made new friends and teammates in Grace (Grace Lu) and Bree (Sumayyah Nuriddin-Green), and winning a championship as she finishes middle school. After their display of teamwork, a local high school coach (Yvette Nicole Brown) invites them to a three-day hockey skills camp, which Riley hopes will help her make the varsity team as a freshman, something only one other player, school idol Val (mononym actress Lilimar), has ever accomplished.

Meanwhile, inside Riley’s head, the Core 5 emotions have made discoveries of their own. Beneath the depths of even the Memory Dump, they find a pool where some memories take deep root and form the core of Riley’s behavioral state and moral center, her “Sense of Self,” as it’s dubbed. Joy seeds the majority of these roots — with the agreement and consent of the others this time — resulting in a crystalline, interconnected structure in Headquarters that represents Riley’s ethos that she’s a good person. Further, Joy has micromanaged another new feature, where she can catapult awkward moments to the literal back of Riley’s mind, so that our girl doesn’t dwell on things beyond her control.

On the eve of the camp, the emotions are awoken in the night by the sounding of the “Puberty Alarm” that was installed on their new console at the end of the last flick. With all five panicking and confused, a mental construction crew comes in an basically demolishes Headquarters, putting in another new console with tons of buttons and dials for the “new arrivals,” of which the Core 5 know nothing. Before long we are introduced to Anxiety (Maya Hawke), who literally drops a ton of “emotional baggage” on the floor (solid gag), Envy (Ayo Edebiri), Embarrassment (Paul Walter Hauser, mostly just whimpering and grunting), and Ennui (Adèle Exarchopoulos). There’s also Nostalgia (June Squibb), but she just makes a quick cameo before being dismissed for the next 10 years (not a solid gag, as Disney has made it clear that their entire business model is based on nostalgia these days).

On the way to camp, Riley notices some non-verbal ticks in Grace and Bree as she talks about how excited she is to play on the high school team with them. It is then that her friends admit that they’ve been assigned to a different school for the fall, so this camp will be their last chance to play on the same team. As Riley processes this information — as well as meeting and gushing over Val when they arrive — the four new additions demonstrate their “powers,” and Anxiety gets particularly antsy about Joy trying to keep the situation calm and under control, particularly emphasizing Riley’s loyalty to her friends. After a few very short minutes, Anxiety has had enough and initiates a hostile takeover, arguing that Riley needs more sophisticated emotions. She has Embarrassment literally bottle them up in a jar and the Thought Police suppress them by locking them in a “Vault” where Riley keeps her deepest, darkest secrets. It’s up to the Core 5 to get back to Headquarters before Anxiety changes everything about who Riley is.

This whole scenario comprises my biggest problem with the film. Are the new characters fun? Sure, in a way. Envy is a great addition because of her almost chibi design and Edebiri’s vocal performance, and Anxiety certainly has her moments. But to me it doesn’t entirely work for three main reasons. The first is that we did not need a villain in this film/series. Anxiety has a degree of nuance to her, and states that she’s working for Riley’s benefit, but she is definitely the “bad guy,” because it becomes clear very quickly that her entire agenda is making Riley permanently anxious and worrying about everything, which is, strictly speaking, only for her ego and sense of purpose, not Riley’s. She takes total control of the console, allowing only token input from Envy, and completely shuts out the others when going to the Sense of Self root pool, where she puts every memory she initiates, hoping to alter Riley’s entire personality, built up over a year, in the span of three days.

That is villainous, to say nothing of the “animation sweatshop” she runs (appearing on a giant screen like Big Brother) where she demands that the workers of Imagination Land come up with every outlandish horrible scenario that could possibly happen so that Anxiety can make Riley fret over it and act out in unhealthy ways. Just because she can justify her actions in her own mind doesn’t prevent them from being morally and ethically wrong. It gets even worse when the fruits of her labor are proven foolhardy and she doubles down rather than taking responsibility. The last film had no true baddie, just some misplaced priorities from Joy and the unseen hand of plot obstacles. Creating something beyond well-meaning antagonism to fight against feels antithetical to this whole process, especially for people like me who live with anxiety (I take medication and have even been hospitalized for it). The last movie showed that every emotion can help you be happy and mentally healthy if the work properly. Here we have a literal enemy against your own mind, and that just feels wrong to me. Nothing we see in Anxiety’s actions and behavior suggest something positive for Riley’s well-being.

Second is the fact that the presence of Anxiety et al raises meta questions that aren’t properly answered. The first film established that Joy and Sadness were essentially created at the moment of Riley’s birth, with Anger, Disgust, and Fear following soon after, as we’re introduced to them through Riley’s infantile behavior. Perhaps they were there the whole time, perhaps they came a few days later, but they’re essentially all there for Riley’s entire existence, and the film furthers this idea with every other character we meet, from her parents (Kyle MacLachlan and Diane Lane) to the morose pizza shop worker to the boy who panics at the sight of a girl to an actual dog (that end credit sequence was glorious). At no point in any of these lives do we see anything other than variations on the Core 5.

So where did the New 5 come from? How do they have knowledge of Riley’s entire life to date? Why do they get instant deferential treatment from the other forces in Riley’s head, to the point that the Thought Police will literally imprison Joy and the others at Anxiety’s behest, especially when it overrides the autonomy the other cranial workers have demonstrated in the past? Hell, why does the construction crew build a console with a Puberty Alarm only to dismantle the entirety of Headquarters a year later? The speed at which they work suggests a predetermined plan, so why opt for chaos and redundant duties? Why not just install it on the original console and inform the Core 5 of its purpose so that they’re at least somewhat prepared when the change happens? So much stuff is glossed over that any reasonable person would wonder, and it’s in service of a character who, for all we know, didn’t exist for 13 years but somehow gets to just run the show. The only answer we get to any of this is a ham handed retcon for Anxiety (and only Anxiety) that comes off as rushed and somewhat insulting to our intelligence.

Third is that, just as I feared, the addition of five new emotions overcrowds the entire affair, a fact that is somewhat acknowledged in the film’s promotional art, where everyone (sans Nostalgia) is uncomfortably crammed into the poster. One of the things that this film does well is that it makes Anger, Disgust, and Fear into more active participants in the journey, but of the New 5, only Anxiety gets significant screen time (unless you count Ennui’s gimmick of being on her phone all day, so her entire role is “screen time”). Envy gets a line here and there, Embarrassment has a minor subplot with Sadness, and Ennui is just a one-note joke. This is The Anxiety Show through and through. You accomplish the same plot goals by just adding Anxiety that you do with the other four newbies.

This demonstrates that the new emotions really are superfluous, both in a plot context and a meta production one. From a story perspective, we have four new characters that bloat the proceedings without really adding anything apart from a couple of sight gags. But outside of this, not only do we have too many naked attempts at merchandising, but the inclusion kind of goes against the model that was used to start this whole thing. Dr. Ekman’s theory posits seven emotions, which we pared down to five, and the idea is that everything springs from them. Love comes from Joy, Contempt from Disgust, etc. The previous movie even established that Riley’s growth and maturity requires the Core 5 to work as a unit to create the very complexity and sophistication that Anxiety uses as an excuse to deep-six the entire group. We had this covered.

And the thing is, you can kind of see this idea in the new emotions. Envy’s teal color is a mixture of Disgust’s green and Sadness’ blue, the scheme reflecting a reasoned interpretation of the emotion itself. Similarly, Ennui is a combination of blue and Fear’s purple, Embarrassment is a pinkish mix of purple and Anger’s red, and even Nostalgia looks like a faded combo of blue with Joy’s yellow. The only one who doesn’t fit this mold is Anxiety, who is a blend of red and yellow, making orange. It kind of works from a personality standpoint, as Anxiety has Anger’s attitude and Joy’s assertiveness in taking a leadership role, but if we’re going for an equally literal perspective, she would be more Anger and Fear (maybe Embarrassment could be altered to a swirl of Disgust and Fear to make a somewhat sickly shade of rouge blush to compensate). Fear himself spotlights this by feeling an initial kinship with Anxiety, liking her desire to be prepared, only he’s more in the moment and she’s planning for massively convoluted hypotheticals years down the line.

So with that in mind, why not just extend this idea in a more efficient way and have four of the Core 5 meld into the New 5 on a temporary basis? Last time out we saw that Sadness had the power to turn memories sad, invoking the wistfulness that would potentially spawn a Nostalgia-like figure, so let’s explore that. What if the Puberty Alarm caused the same disruption, but also unlocked a morphing ability where, say, everyone but Joy (because she thematically doesn’t feed into anyone other than Nostalgia, and you could still do this for a joke later on) splits off and comes together to create these new characters without making new ones up (it’d also somewhat justify the new voices if they have smaller roles — I love Tony Hale, but the difference between his style and Bill Hader’s is very noticeable). That way, Joy can figure out a new, improved way to help Riley cope with stuff without changing her entire personality in a way we know will be undone, it allows for a return to the five as a status quo resolution (with possibilities for them to return in later works), and it doesn’t create the plot hole of everyone having just the Core 5.

That’s just a spit-balled suggestion, and it’s not to say this makes the film truly suffer by any means. Like the emotions with Riley herself, I feel compelled to do right by these movies and try to make them the best versions of themselves. This feels like a more appropriate direction given everything we know from last time, and you can still let Disney sell more crap that kids don’t need. I don’t know, maybe I’m getting in my own head too much. Wouldn’t be the first time, and it’s in keeping with the type of movie this is.

Because I want to be absolutely clear here, while I’ve spent a lot of words on the central issue with this picture, there is still so much more good stuff that ultimately overcomes it. The climax of the film involves a confrontation with Anxiety that I felt in the very depths of my soul, because it’s an experience I know all too well. Visually and thematically, the production team absolutely nailed this visceral representation, both in and outside of Riley. The representation of a teenage Riley is both hilarious and endearing, not to mention spot on, making the most out of her enhanced involvement in her own story, as there’s a much better ratio of scenes in Riley’s head and outer scenes of Riley’s life. I think Ennui’s bit about controlling the console from her phone is fantastic, and properly gives off a teenage vibe (though I’d be curious as to how she’d be portrayed in other demographics). There are a lot of jokes that land, far more than those that don’t. And of course, the art style and amination is fantastic as ever.

But what really struck me as coming right up to the line of the last film’s magic was in how the production created even more fun and wonderful ways to illustrate its ideas. There’s a literal “Stream of Consciousness” to traverse and a “Sar-Chasm” that make for great set pieces. The Sense of Self root pool is so wonderfully designed to be minimalist and yet clearly of vital importance. Every time a floating memory ball spawned a new root thread to add more dimensions to the physical Sense of Self statue my eyes welled up with the beauty of it all. The Vault is also particularly fun, featuring a polygonal video game character that Riley’s ashamed to admit she has a crush on (Yong Yea) and a 2D cartoon character named Bloofy (Ron Funches voicing an obvious parody of Blue’s Clues and Dora the Explorer) complete with a helpful fanny pack named Pouchy (James Austin Johnson) that not only provides a spectacular and colorful contrast to the empty blackness of the Vault, but also provides a ton of referential laughs for the older kids (and kids at heart) in the audience. Most importantly, in a crucial progression from the last film, we get the first hints that Riley can be in control of her emotions rather than just vice versa, which masterfully speaks to the concept of emotional intelligence and personal maturity.

All of this combines to form a strong continuance of Riley’s journey, one that succeeds despite its faults because it keeps the focus on empathy and love that made the original one of the greatest films of my lifetime. Yes, things could have been executed better, as the new emotions aren’t exactly needed (at least not in the form they’re presented), which prevents this from achieving pantheon-level greatness, but once those choices were made, for the most part director Kelsey Mann got them to work properly. We didn’t need Anxiety as a villain, but as the villain she is, she’s quite effective, accurately reflecting and personifying that exponentially growing feeling of dread in unknown social situations. After a few down-to-middling years, the idea of Pixar focusing on sequels over original content doesn’t particularly inspire confidence for fans of the preeminent animation studio and of movies in general. That said, Inside Out 2 was the first test of this, and while it can’t rise to the level of its predecessor (very few things can), this is definitely more on the Toy Story 2 and Incredibles 2 side of the Pixar sequel equation than the Cars 2 or Finding Dory side. That should keep our own personal Anxiety at bay, at least for a little while.

Grade: B+

Join the conversation in the comments below! What film should I review next? Do you have a problem with the new additions? Do you still hum the TripleDent Gum jingle? Let me know! And remember, you can follow me on Twitter (fuck “X”) and YouTube for even more content, and check out the entire BTRP Media Network at btrpmedia.com!

Originally published at http://actuallypaid.com on June 20, 2024.



William J Hammon

All content is from the blog, “I Actually Paid to See This,” available at actuallypaid.com