"A lot of my favorite movies are sequels," says the director Kelsey Mann. "Like, Empire Strikes Back is not only one of my favorite sequels, but honestly, it's one of my favorite movies of all time. Aliens is, again, one of my favorite movies of all time. I love a really good sequel. They're almost my favorite movies."

It's a particularly helpful mindset to have when you've been tasked with directing the sequel to one of Pixar's most beloved movies: 2015's Inside Out, which won the Oscar for Best Animated Feature. Mann has been with Pixar Animation Studios since 2013 and, over the years, served as a story supervisor on such films as Monsters University and Onward. Pete Docter, who directed Inside Out and now serves as Pixar's chief creative officer, handpicked him to helm Inside Out 2, Mann's feature directorial debut.

Inside Out 2 delves back into the mind of 13-year-old Riley, where Joy (voiced by Amy Poehler), Sadness (Phyllis Smith), Anger (Lewis Black), Fear (Tony Hale) and Disgust (Liza Lapira) are caught unawares by the onset of puberty. With it comes the arrival of a handful of new emotions, led by Anxiety (Maya Hawke) — who quickly takes over and banishes the original emotions from Headquarters. But who will Riley become with Anxiety, Envy (Ayo Edebiri), Embarrassment (Paul Walter Hauser) and Ennui (Adèle Exarchopoulos) in control?

"The films we do at Pixar, whether originals or sequels, we just try to make really great movies," Mann tells A.frame. "When Toy Story came out, I was like, 'That's amazing.' And I remember when Toy Story 2 came around, I was like, 'Oh, they're going to phone in the sequel.' But it was awesome too! Pixar doesn't mess around."

A.frame: I know that Pete personally approached you to direct this. Did you ever ask him why he thought of you to take over for him?

It's funny, I haven't really asked him why specifically me. Maybe it's because we're both from Minnesota?

He knew you could do the hockey in the movie proud.

Yes! [Laughs] We wanted to get that right. That was really important to me. But I'd have to say I think it's because a lot of our sensibilities are the same. Honestly, I think another part of it is I'm okay being vulnerable. I'm okay talking about my emotions. I think he saw that in me, and I really had to do that on this movie. You have to be really vulnerable and talk about stuff that you normally wouldn't talk about, which is your feelings. Especially when there are 400 people that are on the crew. That is an interesting exercise.

When would you say you were particularly vulnerable and it ended up paying off in the movie?

From the very beginning, I wanted to make a movie that was about dealing with that thought in your head that you're not good enough. If I really go deep, this movie was really inspired by some of my birthday pictures. At the time, I had scanned all of my physical photos — so I would have a digital copy — and as I was going through them, I saw this photo of me when I was five years old. It was my birthday, and I was sitting there with the biggest smile on my face. It just stopped me in my tracks. I was like, "I'm so happy in this photo!" And then, I turned eight, and then 11, and then 13, and you could see my smile just diminished. It diminished to the point where I was 13, and I was just sitting there staring at the cake. I looked miserable, and it was such a contrast from when I was five. I was like, "What happened?!"

I hated being sung happy birthday to at that age. I still kind of do, but I'm a little bit better at it. I had to look at why, at what was going on then? I think it was because I hated the attention. I hated everyone looking at me, and it's because of the emotions you start to feel at that age. You start to become really self-conscious, and I was really hard on myself. Ultimately, if I go down deep and if I'm really vulnerable, I was thinking, "Am I really worth all this celebrating and all this attention?" That's why I was uncomfortable in that moment, and I think it comes from what happens to us as teenagers and what is going on in our brains at that time. That's what I wanted to make the movie about: that feeling that you aren't worthy enough of everyone's love and attention, but you are. I want teens to be able to look at themselves in the mirror and love what they see.

'Inside Out 2' director Kelsey Mann, Amy Poehler and Pete Docter.

The gift and the curse of making a sequel is that you have the first film to pull from, but you also can't just do the exact same things that worked on the first film. What was important for you to retain from the original, and what did you know you wanted to or needed to do differently?

You're right. You have a lot of rules that are already figured out, and you can't break those rules. You have to stay true to them. One thing that was really important to me very early on was the sense of doing something that expands the world. I got some really great advice early on. One of the directors at Pixar told me, "The sooner you start thinking of this film as an original, the better off you're going to be." I knew what he meant, because I made a list of all my favorite sequels, and I also made a list of sequels that I didn't think were as successful. I was like, "Why do I like these, and why do I not like these?" I noticed a pattern: the ones I loved had a sense of originality to them. They were opening new doors in the world I didn't even know were there, and the ones that weren't as successful, they just did the same thing. Like, "It worked before, so let's just do it again." So, it meant doing something new and also bringing who I am as a person to this movie. Because I wasn't on the original film, so I'm coming into this new. Thankfully, Pete allowed me the space to bring myself to the film.

Amy has become so synonymous with the character of Joy. Did she come to Inside Out 2 with ideas of how she wanted to expand upon the character and take her to new places?

Amy is such a wonderful person to collaborate with. She's really smart. Everyone knows she's funny, but she's incredibly smart and she's a really good storyteller. She knows the character really well, and she would help figure out not only what Joy would need to do, but just, from scene to scene, it was so fun to work with her. There would be times in which she'd be like, "Oh, something's bumping here." And I'd go, "What are you thinking?" And she was like, "Maybe something like this..." We had two writers, Meg LeFauve, who wrote on the original film, and Dave Holstein. And if they were on the call, they would jump in and be like, "And what about something like this? What about something like that?" I'd say, "Let's try it! Amy, let's try it!" And we'd work it live. She's an incredible writer and storyteller, in addition to being an incredibly funny performer.

The characters in the first film were based on Carroll Izard's basic emotions. Puberty offered you a blank slate to introduce new emotions. What was the process of deciding what new emotions you were going to introduce in this movie?

I'm a list maker, as I mentioned. Maybe it's my anxiety. I think my anxiety is a list maker, and I started with that. I made a list. It helps me think. I put my options down and I wrote all these ideas of what we could do based off of my own free-associating, but also research. Dacher Keltner is a professor at Berkeley that was one of our main emotional experts on the first film. I immediately brought him in, and I was like, "Okay, who drives at this age?" He said, "It's all the self-conscious emotions, Kelsey. At this time, it's all about social comparison." I was like, "Oh my gosh, that's totally what I did. I can see that in myself and in my kids. It's just what we're hard-wired to do." So, we leaned into those emotions: Anxiety, Envy, Embarrassment.

Design-wise, was there one of the new characters that was easiest to get right? And which one went through the most iterations?

Anxiety took the longest. That was a really hard one, in part because her character changed a lot. She was always the antagonist in the film, but in the earlier versions of the movie, she was really antagonistic. I was really influenced by the movie All About Eve. I was drawn to the idea of an emotional takeover. In terms of doing something new and original, I thought if the first film, Joy and Sadness accidentally get thrown out of headquarters, well, what if they were thrown out on purpose and somebody was actually trying to take over? It also felt true to being a teenager, of having your emotions take over, and especially being led by Anxiety.

If you asked me who was the easiest, I would say Ennui was pretty quick. I remember a story artist, Dan Park, drew Ennui as a wet noodle, and I was like, "Dude, that's it. That the feeling I want." Then, I worked with Jason Deamer, our production designer, and his team and they took that idea and took it even further. We did a physical sculpt of that character, too, and it was fantastic. She still had her challenges — every design has certain challenges — so I wouldn't say she was easy to design, but she definitely came the fastest.


I'm not sure I ever imagined Adèle Exarchopoulos voicing a Disney character, but now I can't imagine anyone else voicing Ennui.

I love Adèle. We flew to Paris to record her for the first time. Here's a funny little thing. When Mark Nielsen, he's the producer, and I were on the way to the studio, we saw a teenage girl just walking on the sidewalks in Paris. She had a black shirt that said, "I DON'T CARE." We were like, "Oh my gosh!" It couldn't have been more perfect. Mark even got a picture of her and showed it to Adèle. We were like, "Here's your character." But yeah, Adèle was fantastic to record with. It was so much fun.

What I love about Adèle is that she's got the right sounding voice to it, because Ennui, like I said about the wet noodle, she doesn't really want to move a muscle, there's not a lot of effort, and it's all about gravity pulling her down. So, we wanted a deeper register voice for her, and we wanted somebody who could do a French accent for real, not somebody pretending to do one. Adèle even said that! [Laughs.] She was like, "Now, do you want a French accent, like Americans think we do our accent? Or do you want the real thing?" I was like, "Adèle, I want the real thing! I want you to be you." And she was able to bring that.

The fun of playing in the Inside Out world is taking these really cerebral concepts and literalizing them on-screen. I think of "Abstract Thought" from the first film, which was ingenious. Was there one of those that particularly excited you on this film?

I got so excited about the Sar-Casm. I think that's such a funny idea. A lot of times, the ideas start like that, where you're just like, "That's super funny." Again, I would make lists of ideas like that, and I didn't know how they could be used to tell Riley and Joy's story, but it's always good to have a pile of ideas that you can pull from. But the Sar-Casm is one that I just love, because it feels really teenager-y, but it has that fun wordplay to it, too.

You have been at Pixar for a decade now, but this is your first feature. What is something you could only learn from actually having made your first movie?

Boy, here's the main thing I learned about directing, that I think is incredibly helpful and that I learned from Pete Docter: it's to give the people that you're working with trust to bring ideas to the table. I'll give you an example: if I'm working with an animator, I will tell them the intent of what a shot needs to be. I will say, "This shot is all about Joy feeling jealous that Anxiety is driving on the console better than she could. But she doesn't want to tell her that, she just wants to take control back." I tell them what I'm trying to get out of the scene, but I don't tell them how to do it. And then, I'm going to get some really great ideas that I would have never thought of. I think where a lot of new directors go wrong is they think, "I need to be clear with what I want, and so I'm going to tell them I want this, this, and this," and that will shut down any new ideas from coming to you.

Who knows if there will be an Inside Out 3 — I personally hope there will be — but is there an age you would be most excited to revisit Riley and see what Headquarters is like then in another movie?

Oh my goodness. I love this world. I love playing in it. It's really fun to come up with ideas. And there are so many ideas that we came up with on the first movie and definitely on the second movie of fun characters and fun locations, but I didn't know how to put it in this movie. I didn't need them to tell Riley's story. So, I have a whole shelf in my mind of all these ideas that need to see the light of day, but I have no idea where the future's going to go with the Inside Out world. I think there's lots of opportunities for new things out there, but I'm just really happy that we're at this point where we have Inside Out 2 for everyone to go see.

By John Boone


Your Guide to 2024's Most-Anticipated Summer Movies

The Ocean Calls for a New Adventure in 'Moana 2' Trailer

The Lasting Influence of 'Toy Story': How the Beloved Film Changed Animation