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‘It’s like writing inside a dishwasher when it’s on’: ‘Inside Out 2’ writers Meg LeFauve and Dave Holstein on crafting the blockbuster sequel

Christopher Rosen
8 min read
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Dave Holstein created the Showtime comedy “Kidding” and was a staff writer on the network’s Emmy Award-winning series “Weeds.” But nothing in Holstein’s career compared to co-writing the sequel to “Inside Out.”

“It’s like writing inside of a dishwasher while it’s on,” Holstein tells Gold Derby. “It’s like, ‘Writing a screenplay is cool. But can you do it during the spin cycle?’ It’s just a very involved process where you are editing, shooting, and writing at the same time, all the time. You’re always iterating, you’re writing multiple versions of scenes. There are so many ideas flying around Pixar and they’re all great because there are brilliant people at Pixar, right? But your job is to make sure that all these great ideas are following the same path, and it’s your job to make sure the story stays in the center lane. The director has plenty of jobs, and many of them are story-related – and director Kelsey Mann deserves so much credit for this film. But you know, our job is just to make sure that we’re keeping all those ideas connected.”

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That was no small task when it came to “Inside Out 2.” Co-written by Holstein and original “Inside Out” writer Meg LeFauve – an Oscar nominee for the first film – “Inside Out 2” focuses again on a young girl named Riley (voiced by Kensington Tallman) who must learn to accept herself amid a flood of new emotions – include Anxiety (voiced by Maya Hawke) – as she enters adolescence. 

SEEKelsey Mann interview: ‘Inside Out 2’ director

“I came back and immediately thought, ‘I’m crazy. What am I doing this? This is so hard,” LeFauve, a longtime Pixar stalwart and screenwriter whose other writing credits include “Captain Marvel” and “The Good Dinosaur.” “But Kelsey had a very clear vision of Anxiety taking over headquarters. So we had a wonderful place to start. I was anxious. He was anxious. We have anxious kids. So it was a lot of self-research. But we were also clear together on what the sequel needed to do in terms of going to new places and expanding the world but also earning its emotional story: What’s happening to Riley, and especially for Joy (voiced by Amy Poehler), who is our main character. What really is Joy’s journey?”

The trick of “Inside Out 2” is that it fully expands the world created in the Pete Docter original, an Oscar winner in the Best Animated Feature category in addition to its nomination for Best Original Screenplay. Now a teenager, Riley is given more agency and a larger friend group in the outside world. Her inner life is thrown asunder, meanwhile, with the arrival of Anxiety and three other new emotions: Envy (voiced by Ayo Edebiri), Embarrassment (voiced by Paul Walter Hauser), and Ennui (voiced by Adele Exarchopoulos). 

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“We had to win those new emotions. That wasn’t something that was just a given,” LeFauve says. “It’s an idea we came up with, and we had to go to Pete Docter and it wasn’t an immediate sell. I’ll tell you. We had to do our work. We had to do our due diligence and prove where they’ve been, how it works in the world, and why don’t see those emotions there in mom and dad [in the earlier film]. Many, many sequences were in the movie for a very long time explaining all of this. But ultimately, you didn’t need it. They earned their keep on their own. So it was harder than the original, which I didn’t even think was possible, to be honest, when we did the first one. I thought nothing could be harder than ‘Inside Out.’”

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“The first movie is perfect,” Holstein says. So it was daunting for him to come aboard as co-writer with LeFauve. “For me, it was about, ‘How do you take what the first movie did so well and yet somehow escalate it and mature it, so that there it kind of earns a right to keep growing with Riley?’ And for me, that was just about finding out what happens to Joy as we get older. What is centrally sort of sad and beautiful about that? And how do you explore it inside the mind, visually in a way that adds to the first film and sort of feels special and earned?”

One way the film tackles this is by adding a key component to the world of “Inside Out,” the “sense of self,” a newly-formed element in Riley’s mind. At the beginning of the film, Joy tries to control that aspect of Riley, going so far as to launch negative memories or thoughts out of headquarters and into a pile in the back of Riley’s mind. But when Anxiety takes control of Riley and jettisons Joy and the original film’s core emotions (Anger, Sadness, Disgust, and Fear), the teen’s “sense of self” flies off its axis. The ultimate message of “Inside Out 2” is one of nuance. It’s about self-forgiveness – how good people can sometimes be careless friends or disobedient children, but that doesn’t mean they aren’t good at their core. It’s something Riley learns alongside Joy.

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“It’s such a heady concept, right?” Holstein says. He has a 7-year-old son who has seen the blockbuster hit. “He’s not getting all of that from the movie,” Holstein adds. “He’s seeing a really exciting Loony Tunes-style movie at that age, and he loves it. But it sort of behooves us to keep adding these mature ideas in. Because, unlike a lot of films, these are movies that get watched every three years of someone’s life. So you’re writing it for the initial audience, but I’m writing a movie that someone can see multiple times throughout their life. And they’ll see a different film. You’re going to see a different movie as a parent, as an adult, as a teenager, and it just speaks to a lot of what we’re talking about. How do you build out this world, and how do you respect it again and again?”

“And still tell an emotional story?” adds LeFauve. “The trick of this movie is it’s incredibly complex, but we have to present it very simply. That takes many, many drafts and many versions to figure out.”

That’s not hyperbole either, says Holstein. He estimates both he and LeFauve wrote hundreds and hundreds of pages for “Inside Out 2,” way more than they would have on a typical project. 

“That just speaks to the process at Pixar, what makes it so special,” he says. “But also, in a movie about perfectionism, you’re sitting there playing that game within your head, writing a movie about the emotions someone else’s head is going through. It’s very meta and I don’t recommend it lightly to anybody.”

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“You have that pressure coming in of what’s come before you, both from the first movie, but also all of the Pixar movies, and that bar being very high,” LeFauve says. “What I find very fascinating is the way you get to it is to go very detailed into yourself, into the director, into what it feels like to be a human being and your own life experiences. Because no matter what notes you’re getting, you always have to go back to what’s vulnerable to you. There’s a tremendous amount of craft and skill involved in creating this movie. But the real bravery is putting ourselves into the movie and our vulnerabilities. So what it feels like to have anxiety, what it feels like to have a kid who has anxiety, or lose your kid – as Joy is feeling like you have no role in your child’s life, or what is my role? – all of those emotional things.”

The response to what LeFauve and Holstein wrote is readily apparent: “Inside Out 2” grossed more than $1.6 billion at the worldwide box office and is widely expected to land an Oscar nomination for Best Animated Feature. (LeFauve and Holstein are in contention for Best Adapted Screenplay.)

“To watch people understanding their anxiety and have that ripple into the world has been so powerful,” LeFauve says of the response to the film. “I have a friend who said her daughter leaned over in the middle of the movie when Anxiety was really cooking, and she said, ‘I feel like that all the time.’ And her mom didn’t know she had anxiety. So for me, that’s the other beautiful thing: when you really are very honest about your own human experience, even in something as complicated as this, it speaks to people. It’s really amazing to me, and I know to Dave too, how it’s rippling out into the world. It’s an honor to have that happen and to see the impact the movie’s having.”

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