Pixar director Pete Docter recently experienced something every father dreads: his daughter, Ellie, once an optimistic, bubbly and goofy young girl grew up to become a closed-off, brooding and angst-ridden teenager. What happened to his child? What was going on inside her head? This moment was the beginning of Inside Out.

After helming the Oscar-winning Monsters Inc. and Up, Docter’s next Pixar movie goes inside the mind of a young girl name Riley to meet her five core emotions. There’s Joy (Amy Poehler), Sadness (Phyllis Smith), Fear (Bill Hader), Disgust (Mindy Kaling) and Anger (Lewis Black). Together, they manage Riley’s day-to-day emotional state from the headquarters inside her mind. All is smooth sailing until Joy and Sadness get thrown into the wilderness of the mind from a freak accident, causing Riley to plummet into despair. Now the two most important emotions must race back to headquarters before any further (and more permanent) damage occurs.

In going inside Inside Out, we headed to Pixar headquarters in Emeryville, California, to speak with Docter, producer Jonas Rivera and the team of animators and technicians who made this vision a reality. Here are some of the biggest takeaways to know before the film hits theaters on June 19.

Inside Out Fear
1. Bill Hader’s Fear Was Originally The Second Lead
Joy and Sadness play important roles in Inside Out; Joy was the first emotion to pop up in Riley’s mind, followed by Sadness. But an early draft of the film saw the focus on Joy and Fear. The film’s events see Riley entering Junior High and, according to Docter and Rivera, Fear seemed to be a prevalent emotion. "So many of my decisions were based on the fear of what people might notice or not," said Rivera. "In a sense, fear is an anchor and joy is going to pull him forward, right? So it felt truthful."

As they continued to develop the script and work out the kinks of the story, the core emotion they wanted to convey was a loss of childhood, which had more to do with sadness than anything based in fear. Docter said the film’s ending helped cement this idea for them: "Joy has to go back and correct the error of her ways. What is it she’s going to do? What is she acting on? And that decision alone, kinda speaking cryptically here, has more with sadness as it does with fear."

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