FADE IN:

Before the movie, there are a bunch of SHAMELESS TIE-IN ADS showing everyone feeling JOY because they bought the PRODUCTS.

INT. KENSINGTON TALLMAN’S BRAIN

We are back with anthropomorphic emotions AMY “JOY” POEHLER, PHYLLIS “SADNESS” SMITH, LEWIS “ANGER” BLACK, TONY “NOT BILL HADER” HALE, and LIZA “NOT MINDY KALING BUT AFTER WHAT SHE DID TO VELMA MAYBE WE CAN STAND TO TAKE A BREAK FROM HER FOR A LITTLE WHILE” LAPIRA, inside the Fisher-Price-playset mind of KENSINGTON “WOW NOT EVEN KAITLYN DIAS CAME BACK” TALLMAN, who is currently playing HOCKEY.

CGI AMY POEHLER

Hi everybody, remember us? In case you don’t, let’s have Kensington cycle through every single emotion in the space of about thirty seconds so we can reintroduce everyone!

CGI KENSINGTON TALLMAN

(joyous)

Oh boy, I can’t wait to

(enraged)

PLAY SOME GODDAMN

(afraid)

d-dangerous and violent hockey

(disgusted)

with my lame and gross team, ew

(sad)

BOO HOO HOOOOO!

CGI AMY POEHLER

Yessir, that’s one emotionally healthy and stable girl we’ve got there!

(beams)

Let’s also remind you of all the convoluted lore we built into this kinda-janky premise, with the bowling ball memories and the personality islands and whatnot. And much like an Ace Attorney sequel, we’re keeping all the previous mechanics and slathering on some new ones to make the whole thing teeter even more under its own weight!

(shows subterranean well)

Now we’ve got a sort of pond where you can plant memories so that they grow into Beliefs, and the beliefs intertwine into Kensington’s Sense of Self. Although she IS thirteen, so just be aware that the beliefs are asinine and the sense of self is obnoxiously self-serving.

CGI KENSINGTON’S SENSE OF SELF

I’m a good person! Also, I know everything, and it’s stupid that I ever have to do anything I don’t want to!

CGI AMY POEHLER

Also, check it out fellow emotions, I’ve devised a method for keeping Kensington happy, where I load all her most unpleasant and mortifying memories from the day into a T-shirt cannon and fire them waaayyy off into the back of her mind where she never has to think about them again! Because I certainly never had any kind of character arc where I learned not to bury her unpleasant experiences or anything.

CGI PHYLLIS SMITH

Neat to see! Weird that we’ve apparently never witnessed something you’ve done thousands of times when we spend every waking hour together.

In the REAL WORLD, KENSINGTON helps win the HOCKEY MATCH thanks to NEAR-PSYCHIC TEAMWORK with her best friends SUMAYYAH NURRIDIN-GREEN and GRACE LU. They are approached by YVETTE NICOLE BROWN.

CGI YVETTE NICOLE BROWN

Hi there! I’m a high school hockey coach here to check out the talent, and I’ve decided to invite you three to a hockey camp I run to try out prospects for my team! And if talent scouts and training camps seem a little intense for sports for rising ninth graders, you’re not wrong, but understand that that’s just how psychotic America can be about children’s sports. See you there!

(leaves)

CGI KENSINGTON TALLMAN

Awesome! I love doing well at hockey! I love hanging with my bestest and most treasured friends of my whole life who I’ve known for like a year and a half! As long as no bullshit unavoidable period of personal upheaval and chaos doesn’t suddenly-

(PUBERTY)

FUCK!

(surface of skin becomes 99% oil)

FUCK FUCK FUCK!!

(sweats in weird places, smells like old cheese)

FUUUUUCK THIIIIIS

CGI LEWIS BLACK

Whoa, all I did was cough on the control panel! Kensington’s suddenly experiencing extreme emotions at the drop of a hat!

CGI AMY POEHLER

Ha, just like an actual pubescent kid! But that would get exhausting for the audience, so let’s abandon that idea pretty much immediately.

CGI DIANE LANE

Oof, our child just officially became a teenager. You thinking what I’m thinking?

CGI KYLE MACLACHLAN

Let’s just bail on the remainder of the movie? Right there with you! See you briefly in the denouement, kid!

(leaves)

EXT. HOCKEY CAMP

KENSINGTON, SUMAYYAH, and GRACE arrive at HOCKEY CAMP.

CGI KENSINGTON TALLMAN

All right guys, let’s show Yvette what we’ve got so that we can all join the high school hockey team, what do you say, my best friends now and forever?

CGI SUMAYYAH NURRIDIN-GREEN

About that. We’ll actually be going to a different high school from you. But that’s okay, isn’t it? You don’t have a history of handling separation anxiety extremely badly or anything?

CGI KENSINGTON TALLMAN

Uhh, n-no, that’s fine! I’M PERFECTLY FINE WHY WOULDN’T I BE, HA HA HA!

(starts clawing at own face)

HAAA HA HA HAAAAAAAAAAAAAA

SUMAYYAH and GRACE proceed to just sort of wander away from the friend they just TRAUMATIZED. But then KENSINGTON runs into cool kid LILIMAR!

CGI LILIMAR

Hi. I’m the high school hockey superstar that you have a platonic(?) crush on. I just thought I’d instantly notice you and shower you with positive attention, like something out of bad fanfiction.

CGI KENSINGTON TALLMAN

Gasp, my idol’s talking to me! How to feel about this? Happy? Afraid? Maybe Amy and Tony could just sort of grab the controls with one hand each?

CGI AMY POEHLER

Well it’s worth a-

(sees total stranger at the helm)

WHAGH! What the hell?! Who’s this orange fucker?

CGI MAYA HAWKE

(pressing every button)

Hi, I’m one of several new emotions that have suddenly been promoted to the control room, after thirteen years of waiting somewhere unclear! I’m Anxiety, and in fact I’m such a perfect embodiment of anxiety that we can afford to kind of half-ass all the other ones.

CGI AYO EDEBIRI

Sigh, I wish I was properly characterized and utilized by the plot. I’m Envy, except aside from saying envious things about four times in the entire movie I don’t really do anything. Mostly I’m just a character for Maya to exposit at.

(points)

Over there is Embarrassment, who has one line in the entire movie. He doesn’t do much either, despite the fact that Kensington is thirteen and embarrassment should be absolutely crippling her right now.

CGI ADÈLE EXARCHOPOULOS

And I’m Ennui, a sense of listless dismotivation arising from overall lack of purpose and fulfillment. Since Kensington’s going to be almost psychotically motivated and driven in this plot she won’t feel me even once, so instead I’ll stand in for “adopting a fake air of indifference in a desperate attempt to impress people”, which is not an emotion.

CGI AMY POEHLER

Wow, apparently now that Kensington’s going through puberty she’s experiencing a bunch of brand-new emotions! I guess that means little kids never experience anxiety, embarrassment, or envy then.

PARENTS IN AUDIENCE

(laugh mirthlessly)

CGI TONY HALE

But wait a minute, when we saw Diane and Kyle’s minds in the first movie, they only had the core five emotions. Where were their anxiety, envy, and embarrassment? Did they... did they not go through puberty somehow?

CGI MAYA HAWKE

No, it’s all right, we’re gonna lazily handwave it at the end of the movie. We’ll go back into their brains and each of them will have a little Anxiety pop out from backstage and say “Tada! I was here all along!”

CGI AMY POEHLER

Oh. So I guess we’re suggesting that as you grow up, you get your anxiety under control, and it plays less of a role in your life.

ADULTS IN AUDIENCE

(laugh with negative mirth, leaching mirth from the surrounding countryside)

CGI LILIMAR

So Kensington, wanna double-reverse-abandon your abandoning friends to come hang out with the cool kids?

CGI KENSINGTON TALLMAN

Sounds good!

CGI MAYA HAWKE

(pressing buttons)

Sure, okay, but what if “sounds good” is the dumbest thing anybody has ever said?

CGI KENSINGTON TALLMAN

Er - I mean-

CGI MAYA HAWKE

Although it was probably totally fine, only now you fucked it up by stammering like a moron afterwards.

CGI KENSINGTON TALLMAN

...

CGI MAYA HAWKE

What are you doing?! Say SOMETHING! Just make sure it’s the PERFECT thing! Wait, are you starting to sweat? Stop sweating! And what exactly does your face look like right now? Everybody but you can see it. Ooh, unrelated note, but did you know you’re going to die one day? Maybe today, who knows!

CGI AMY POEHLER

Holy shit you are the literal worst. Please don’t tell me I’m going to have to learn how good and important anxiety is by the end of this movie like I did with sadness last time, I think the audience would riot.

CGI MAYA HAWKE

Nope, you won’t have to redo your character arc from the first movie. Instead they gave it to me! This time I’m the control freak who doesn’t appreciate the value of other emotions and nearly breaks Kensington’s brain forever. To whit:

She takes KENSINGTON’S SENSE OF SELF and uses the T-SHIRT CANNON to fire it over the horizon.

KENSINGTON’S SENSE OF SELF

BUT I’M SO AWESOOOOooommme

(gone)

CGI MAYA HAWKE

And now I’m staging a coup and imprisoning all emotions loyal to the old regime! First I’ll cram you all into a giant jar we have available for some fucking reason, then have you transported to the Shameful Secrets section of Kensington’s brain, even though how the hell do we do that when the first movie revolved around the fact that this room doesn’t even have exits?

Somehow she DOES THIS ANYWAY.

INT. MEMORY VAULT

AMY, PHYLLIS, LEWIS, TONY, and LIZA are stashed inside their JAR in the VAULT of KENSINGTON’S MIND, where they meet RON FUNCHES, JAMES AUSTIN JOHNSON, and STEVE PURCELL.

CGI RON FUNCHES

Hi, we’re the mortifying secrets that Kensington keeps locked up! I’m a children’s cartoon character that Kensington still likes, clearly meant to be a Dora the Explorer/Mickey Mouse Club kind of thing NO I’M NOT A BLUEY REFERENCE YOU GEN ALPHA CRETINS

CGI JAMES AUSTIN JOHNSON

I’m a video game character she has a crush on. I feel like a warmed-over Wreck-It Ralph concept and my core joke is directly stolen from Duke Caboom from Toy Story 4.

CGI STEVE PURCELL

I’M KENSINGTON’S UNDEFINED “DEEP DARK SECRET”, BUT DON’T BOTHER GETTING INTRIGUED, WE CANNOT OVERSTATE HOW UNDERWHELMING THE REVEAL IS.

CGI AMY POEHLER

Okay wow, we sure do spend a while establishing you guys when you’re only in this one scene. Can you get us out of this jar?

CGI RON FUNCHES

That's also just like Toy Story 4. We can do that, BUT only if you then help us open the vault and escape!

CGI AMY POEHLER

...I mean, that’s not much of a quid pro quo considering we obviously had to do that anyway.

CGI RON FUNCHES

To make things worse I’m going to conjure a lit stick of dynamite to blow the vault open all by myself, without you doing anything whatsoever. Could easily have had it be an unlit stick of dynamite that Lewis had to ignite with his flame powers, but noooo.

They all GET OUT, and all the new characters we just met promptly FUCK OFF.

CGI AMY POEHLER

All right gang, we need to find Kensington’s Sense of Self and return with it to the control room! Somebody will have to sneak back in there first so they can hoover us back up through the pneumatic tubes when it’s time. Maybe somebody who already had their whole character arc in the first movie and can afford to be almost completely sidelined. Phyllis, I’m looking at you.

CGI PHYLLIS SMITH

(sighs, leaves)

CGI LIZA LAPIRA

Ooh, does that mean that us three will get more than a surface-level characterization this time?

CGI AMY POEHLER

Yeeaahhh, I wouldn’t hold my breath there.

CGI TONY HALE

So to be clear, we’re basically redoing the plot of the first movie at this point, right? We’re stranded out here with you instead of Phyllis, and we need to bring back the Sense of Self instead of the core memories, but the setup is pretty much the same.

CGI AMY POEHLER

Hogwash, this is completely different! For example, in the first movie we decided to travel on Kensington’s Train of Thought. This time we’re going to travel on her Stream of Consciousness! That’s a totally different pun!

CGI LEWIS BLACK

Okay but aren’t “train of thought” and “stream of consciousness” essentially just two phrases for the exact same-

CGI AMY POEHLER

NOPE NOW C’MON LET’S GO.

INT. HOCKEY CAMP

Meanwhile KENSINGTON is worming her way into LILIMAR’S COOL KIDS CLIQUE.

CGI KENSINGTON TALLMAN

Hey, these guys seem to just be genuinely nice and like me for who I am! That sure takes some pressure off of-

CGI MAYA HAWKE

(applying fifty thousand pascals of additional pressure)

NO NO NO! It’s when you’re SUCCEEDING socially that you’re at the HIGHEST risk of making a single fatal error that destroys your life permanently! So be EXTRA CAREFUL to overanalyze EVERY thing you say to these people from now until all of you DIE!!

CGI AYO EDEBIRI

(smiling contentedly)

Ah, this workplace sure is a nice relaxing change of pace after three seasons of The Bear...

CGI MAYA HAWKE

OH NO!! I took my hands off the controls for two seconds and Kensington said something SINCERE about her TASTE IN MUSIC!!! IT’S ALL OVER

(puts gun to head)

CGI ADÈLE EXARCHOPOULOS

Hold it. We can salvage this by using sarcasm.

(tests sarcasm controls)

“Oh yeah, trying to walk something back by restating it with an obnoxious layer of sarcasm smothered all over it, THAT’S not painfully transparent at all. This kind of thing is TOTALLY what the emotion Ennui is there for.” Perfect!

INT. KENSINGTON’S STREAM OF CONSCIOUSNESS

Suddenly, the use of SARCASM tears a huge RAVINE in the path of AMY, LEWIS, TONY, and LIZA, forcing them to ABANDON THE STREAM!

CGI AMY POEHLER

What the HELL?! All she did was say some stuff in a sarcastic voice, and it’s ripping a half-mile-wide gash right through the landscape? I saw entire memory shelves topple into this thing, this is not minor damage! Why the fuck would this happen?!

CGI LIZA LAPIRA

Oh you remember, another thing that the first movie did a whole bunch was throw random detours at us by making the landscape randomly fall apart. This is just that, if a weaksauce version of it.

CGI AMY POEHLER

Damn, now we’re lost! I feel so defeated, alack!

(slumps)

CGI TONY HALE

Uh, why are you already doing the darkest hour bit where you briefly lose hope? The movie still has ages to go.

CGI AMY POEHLER

Oops!

(hurriedly regains hope)

I guess I’ll just briefly lose hope all over again at a more dramatically appropriate moment. Onwards!

They continue walking. Later they come across IMAGINATION LAND.

CGI AMY POEHLER

Ooh, I know we’re on a mission and all, but we should check this place out! It might be our last chance after all, I mean by the time Kensington gets to be fifteen or so her imagination will NOT be producing stuff we can show in a family movie.

They head in, only to find that MAYA is Zoom calling with everybody in charge of creating KENSINGTON’S FANTASIES.

CGI MAYA HAWKE

Come on guys, Kensington’s in bed thinking about tomorrow’s big game and I need her to painstakingly catalogue everything that could go wrong so that she’s prepared! Give me worst case scenarios!

IMAGINATION ARTIST

She could lose so much sleep due to anxiety that she’s functionally useless come the morning!

CGI MAYA HAWKE

Yes! Brilliant!

IMAGINATION ARTIST

Or what if she overanalyzes things so much that by the time of the game there’s so much pressure to perform that she snaps and runs away to throw herself into traffic?

CGI MAYA HAWKE

Another great suggestion! This is such a useful process!

CGI AMY POEHLER

(throwing her voice)

Or maybe we could think of even one way that tomorrow could go well, y’know, so that we have at least one model for success instead of endless fail states.

CGI MAYA HAWKE

What? Who said that? That’s not how anxiety operates, you charlatans! Bah, forget the whole thing, let’s just get Kensington to sneak out of bed and break into Yvette’s office to see her notes.

CGI AYO EDEBIRI

Oh dear, that’ll wreak havoc with Honesty Island! Also, what kind of state must Friendship Island be in by now after Kensington thoroughly ditched Sumayyah and Grace?

CGI MAYA HAWKE

Oh pffft, we don’t have room to deal with the personality islands this time. Just assume they’re fine even though this kind of behavior would have demolished them in the first movie.

AMY starts a REVOLT that destroys the Zoom screen in a reference to APPLE'S "1984" COMMERCIAL, which is also a meta-reference to APPLE'S history with PIXAR. MAYA makes KENSINGTON go peek at YVETTE’S NOTES, where she’s written that KENSINGTON is NOT READY for the HIGH SCHOOL TEAM.

CGI MAYA HAWKE

FUCK! All right, we need some kind of bold idea to fix this, let’s brainstorm.

They BRAINSTORM, causing AMY and the OTHERS to be caught in a literal TORNADO OF IDEAS.

CGI LEWIS BLACK

(blown miles into the sky)

Oh hooray, another stupid pun. I guess we can just be grateful these movies never show us what happens when Kensington has a brain fart.

CGI AMY POEHLER

This way! The only way out is up!

CGI LIZA LAPIRA

No, "Up" is a different Pixar movie.

CGI MAYA HAWKE

But hooray, it worked, we got the idea we need! Apparently Lilimar got onto the team straight out of camp by scoring two goals at the big game. So Kensington just has to score THREE goals! Nothing will make Lilimar want to be best friends like having her record destroyed!

CGI AYO EDEBIRI

That’s your big idea? To get on the team she’ll... play real good?

CGI MAYA HAWKE

I feel like I made it sound cleverer than that. Anyway let’s get out there and practice, making her physically exhausted by the time the game begins!!!

(hears “ding”)

Ooh, I also seem to have successfully grown Kensington a whole new Sense of Self out of a single day’s worth of anxious hyperfixation, that seems plausible! Let’s see how it sounds!

KENSINGTON’S SENSE OF SELF

WELP I SUCK

JUST THE ABSOLUTE SUCKIEST

WHO IS IT THAT STINKS? OH IT’S ME

NO POINT

SUICIDE MAYBE?

CGI MAYA HAWKE

...It’s, uh... a work in progress.

EXT. PILE OF MEMORIES

AMY and the GANG finally arrive at the BACK OF KENSINGTON’S MIND where the SENSE OF SELF is lying with all the REJECT MEMORIES, YAY! But at that precise moment the PNEUMATIC TUBES they were supposed to return by are DESTROYED BY MAYA, dang.

CGI AMY POEHLER

Aha, despondently sorting through the giant pile of memory balls I’m kneeling in, yes, this darkest hour is WAY closer to being exactly the same as the first movie. I feel so defeated, alack!

(loses hope, again)

Boo hoo hoo, sad sad sad, aaaand that should about do it.

(regains hope, again)

I am refilled with determination! We shall find another way back to the control room! Preferably a method that awkwardly ties together half the random stuff that’s happened on this meandering adventure, so it doesn’t seem so much like we’re pulling it out of our asses!

CGI LIZA LAPIRA

So that's how this franchise handles the question of emotions feeling different emotions, that they don't do it for long enough to matter.

CGI LEWIS BLACK

I know! We can use some of Ron’s dynamite sticks to make this pile of memories avalanche into that ravine caused by Kensington saying some sarcastic things. It connects to that pool full of Kensington’s Beliefs! I have no idea how I know this!

CGI AMY POEHLER

YES! Let us ride a river of bowling balls over a cliff and just sort of be fine afterwards!

They DO THIS. Somehow it WORKS instead of KILLING THEM.

INT. HOCKEY CAMP

The BIG GAME has begun and KENSINGTON is channeling ALL THREE OF THE TRIPLETS FROM SLAP SHOT.

CGI KENSINGTON TALLMAN

MY PUCK, MINE!!! EVERYBODY ELSE FUCK OFF!!!

(scores goal)

DON’T YOU TRY TO HELP ME, STUPID TEAMMATES!!! ALL GLORY TO KENSINGTON!!!

(scores goal)

BLLAAaaAAAAaaaaAAARRRRGGGHHHH!!

She collides with GRACE like a LINEBACKER and is promptly sent to the PENALTY BOX.

KENSINGTON’S SENSE OF SELF

NICE JOB SUCKING, ME

DO YOU THINK THAT HAPPENED BECAUSE YOU’RE A TURD? SOUNDS LIKELY

CGI KENSINGTON TALLMAN

(hyperventilates)

CGI MAYA HAWKE

(also hyperventilating)

Okay, seems like Kensington is suffering from too much anxiety! No problem, I can fix that by adding in MORE ANXIETY

(Kensington gets worse)

Whoops, looks like that extra anxiety actually made the situation deteriorate! Better balance it out with a little MORE ANXIETY

(Kensington gets worse)

Hmm, seems like her heart is on the verge of exploding? I don’t know what that’s all about, but I’m sure an effective remedy for that would be MORE ANXIETY

By the time AMY arrives in the POOL ELEVATOR, MAYA has become a LITERAL TORNADO and NOBODY ELSE can reach the CONTROLS.

CGI AYO EDEBIRI

Help us, Amy! Kengsington’s anxiety is having anxiety about her anxiety and it’s become an unstoppable feedback loop of orange crazy! I don’t suppose you have an inspirationally idealistic therapy chihuahua we could use?

AMY is able to PULL MAYA OUT of the TORNADO, tear out the CRAPPY SENSE OF SELF and reinstall the SELF-SATISFIED SENSE OF SELF. But the TORNADO DOESN’T STOP!

CGI MAYA HAWKE

Wait, I think I get it! Your carefully-cultivated Happy Sunshine Sense of Self is just as artificial as my crudely-cobbled-together Self-Loathing Sense of Self. We need to both stop being controlling and let Kensington’s Sense of Self grow naturally out of whatever memories find their way into the Belief Pool on their own!

CGI AMY POEHLER

Okayyy... the thing is, because of that avalanche, right now the pool is full of her suppressed reject memories. Should we really let her whole self-image be rooted in the most awful mortifying experiences she’d rather forget?

CGI MAYA HAWKE

Look I think we both know by now that this kid isn’t going to be able to avoid a lifetime of therapy, let’s just get through the day.

AMY removes the HAPPY SENSE OF SELF and an ever-shifting UNSTABLE SENSE OF SELF takes its place.

KENSINGTON’S SENSE OF SELF

Boy I’m just the best!

BUT ALSO I’M GARBAGE

And my friends are what matter most to me!

No they’re not.

Yes they are shut up!

YOU SHUT UP

Somehow this HODGEPODGE is exactly what is needed to end the TORNADO and snap KENSINGTON out of her FUNK. It’s at this moment that SUMAYYAH and GRACE come to check on her.

CGI KENSINGTON TALLMAN

Oh my God, you guys, I’m so, SO sorry for all the harm that I’ve done to you! I know I’ve ruined everything, but do you suppose that one day you might find it in your hearts to ever forgive me?

CGI SUMAYYAH NURRIDIN-GREEN

Dude. You were in a bad mood for, like, a day. It’s kind of nothing?

GRACE LU

Yeah, and didn't you already go a year without being on a hockey team in the first movie?

CGI KENSINGTON TALLMAN

...Well, it all seemed like a much bigger deal to my emotions inside of my head! Boy, isn’t that just being thirteen in a nutshell.

KENSINGTON’S LIFE then returns to a state of SUPER HAPPINESS! The movie ends showing her reaction to learning if she made the TEAM based on her PSYCHOTIC BEHAVIOR IN THAT GAME or not. Her expression suggests she DID make it, but leaves enough CHRISTOPHER NOLAN-LIKE AMBIGUITY to not taint the lesson about FRIENDSHIP BEING THE REAL WINNING TEAM. This is IMPORTANT because the movie already showed ZERO CONSEQUENCES for BREAKING AND ENTERING and NEVER SLEEPING, and has to show kids some morals, somewhere.

She gets her ANXIETY UNDER CONTROL while still a HIGH SCHOOL FRESHMAN and PUBERTY seemingly doesn’t FUCK UP HER EMOTIONS ANYMORE, which is just STUPIDLY IMPLAUSIBLE! EMBARRASSMENT turns out to have been voiced by EMMY-WINNER PAUL WALTER HAUSER, CONFUSINGLY!

CGI AMY POEHLER

Yessir, it looks like maybe that’s it for nervous breakdowns for our girl! Unless of course-

(movie enters list of top ten highest grossing movies in world history)

Wow, really? Okay then, see you in another nine years where Kensington will be fifteen and the place’ll get wrecked again by Depression, um, Cynicism, and, let’s say, Entitlement? We’ll keep you posted!

AN entire INSIDE OUT SERIES on DISNEY+ is announced.