A few months ago, I, along with a handful of other journalists, headed up north to Pixar in Emeryville, CA, to get an up close and personal look at the animation studio’s latest masterpiece, Inside Out. (And yes, it truly is a masterpiece.) We were treated to interviews and demonstrations by different departments, shown gorgeous concept art, and were allowed to screen two-thirds of the film. A chorus of disappointed sighs filled the theater when the lights went up, because we were all clamoring to see what happened to Riley–the young girl at the center of this movie–and the emotions in her head: Joy (Amy Poehler), Sadness (Phyllis Smith), Fear (Bill Hader), Disgust (Mindy Kaling), and Anger (Lewis Black).

After the presentations and screening, I was able to speak to the one and only Pete Docter, the insanely talented writer, animator, director, and producer who has had his hand in classic Pixar films like Toy Story, Monsters Inc., WALL-E, and Up. After chiding him for breaking my heart with the intro (and score!) to Up, I was able to get over my fangirl jitters and ask him about the process of making such an important, thoughtful film like Inside Out.

Nerdist: First off, this film is absolutely incredible. It really resonated with me in particular because I went through a hard time as a teenage girl… and I want to show it to my dad because he still brings up that period where he says he feels like he “lost” me a little bit. And it feels like this movie really builds on that idea of taking elements of you who you were as a child and building something new out of it. Was that always a driving force of the film or did that happen while you were working through it?

Pete Docter: It kind of evolved a little with the film. And when I started the film, [my daughter] was like 11 or 12 — she’s 16 now and that was 5 years ago, so 11 — and she was just kind of starting into that that I recognized my own dark place and was worried for her, so I felt like, on the one hand that’s really difficult, but on the other, that’s really stuff that movies, that good stories, are made of-, like dark stuff, things that are difficult. So it felt like this is a good area to be messing with. I’m looking forward for you to see the end of the movie because, from what you just said, which is really cool, I think it will be meaningful. I hope!

N: Good! I have a feeling. [Laughs] Joy is also obviously going through what many parents do as their children start growing up and changing. How did you decide that was going to be the major arc of the film?

PD: We started the movie with the concept of emotions as characters and a girl, teenage girl, as a setting. And we initially thought it was gonna be about her, and we realized along the way, ‘wait, this is really about us as parents,’ you know, specifically like Ronnie and Josh and I, who are kinda the primary writers on the thing. And we realized, this is more about us dealing with our kids than it is the kid herself I think. So it’s told from a parent’s point of view, and we needed to develop the rules of the world as such that, though Joy is part of Riley, she herself is not Riley. We went through a whole thing where we thought, ‘well maybe the emotions are Riley, that, between the five of them, they comprise what drives this character,’ and we realized, ‘Well then, what does Joy have an affection for? Does she, like, love her robot that she drives?’ I mean, she needs to have autonomy and kind of free will on her own, so it went through a lot of iterations before we kinda settled in on where we are now.

N: Yeah, and she not only loves Riley, but she’s also struggling with the idea of her growing up and changing. How did you leap from the emotions to the Island of Personality that make up Riley?

PD: Yeah, so what’s at stake in the film is Riley’s personality, and we realized through trial and error, that… if we put Riley physically in jeopardy, though that might be interesting for the audience, Joy has no effect: she can’t make her happy and get her out of being lost or kidnapped or whatever. Really, the only effect Joy can have on the story is if it’s somehow psychological or interior. So, what’s at stake in the film is the same thing that we experience as parents, which is ‘my kid’s changing,’ ‘I’m losing them,’ ‘Who I thought they were, that’s going away.’ So we represented that in a number of different ways, but the islands is what stuck. And I think the design of them, you know, Ronnie is such a visual master… we’d talk about these concepts of, like, goofiness or chit-chatty-ness, and that was one that got axed. But, in one version, Riley was a chatty kid and so he had these moving mouths and lips and air horns and things and so, visualizing that in a way that instantly, hopefully, reads to you as to what that represents, so then when it [crunching noise] crumbles and falls away, you’re like, ‘aww, don’t go!” you know.

N: I love that goofiness aspect – you know, young girls can be many things. They can like hockey, they can be a total goofballs – and you can see a bit of the expectation that young girls face to be less of this or more of that as they grow older. Did you feel any pressure in writing a young, female character like Riley who starts experiencing those societal pressures?

PD: Yeah, I mean, in part, [that] goofiness, specifically was watching my daughter. She would be like “auaueuaghahaa!” [Makes silly face] and then, suddenly… not so much. And that stings as a parent, because you realize, ‘I guess that’s correct,’ because you can’t go through life being goofy all your life, but that’s like a valuable part of who she is, that I don’t get to see as much anymore. And, you know, of course, the challenge with making any film is that you’ve got the incredible complexity of life, you gotta distill down into just minutes. And even though it feels like, well, you’ve got 87 minutes, that’s a long time! You know, to really compress the complexity of a human into a gettable form, without reducing it to a stereotype, is really hard. So, we struggled with it for a long time and, you know, I hope that there’s enough there that she seems fleshed-out and real.

N: You’ve mentioned several times that your daughter, Elie, was the inspiration for Riley. Did she have a hand in the process at all? Has she seen it?

PD: My daughter? She has seen it, let’s see, twice along the way. But she, you know, I kinda feel like she might be even at a place where she’s not fully comprehending what’s going on. I know I wasn’t at her age, so, she sees it now and she’s like, ‘hmm, good movie, Dad.’ Kind of not really affected by it — at least that she’s shown me, maybe she is inside. She’s somebody that I looked at during the course of making it, as well as Ronnie’s kids, who are older and have kinda passed through that. And at the time that we started, they were just in college, so Ronnie was struggling with the aftermath of what it means to become your own adult and move out of the house, and what is that relationship, now shifted. I think what happens obviously is that, as a kid, parents form this incredible connection to them and feel like you know this kid and then the kid continues to change and grow and that’s supposed to happen, but it feels like a betrayal in some way, like, ‘Wait! That’s not who you are!’ and my mom says the same thing, where she’ll be like, ‘I feel like I don’t know you’ at various times in your life, and you’re like, ‘well, that’s just the way it is, mom.’

N: And that can be a very sad thing both for parents and for kids to go through! And there is a LOT of sadness in your movies, but it’s coupled with this sense of beauty and even joy of experiencing it, feeling it, and hopefully getting through it. Did the affection that we see in your films carry over into the character of Sadness?

PD: Yeah, We went through various versions of her… We needed her to be off-putting because if she’s too sympathetic, we come down against Joy, who’s our main character. We wanna be rooting for her, so it was a real balance, I think. You know, we’re playing her as more about insecurity than pure sadness. We had earlier versions where she’s just walking around going ‘Ahhhhh’ and falling on the ground and stuff and that just got kind of annoying. So the insecurity was a good thing to play because she is probably more, what’s the word, mature than the other guys. She is in touch with some part that she knows, ‘This is what Riley needs’ and yet she’s also such a people pleaser that she’s all like, ‘Oh, I’m sorry, I didn’t mean to!’…So she’s compelled to do these things that she herself doesn’t fully understand till later in the film. Meg La-Fauve, who wrote on the film for a little over a year, she would phrase it as, it’s a ‘claiming journey,’ that she is who she is, but she is able to kinda take ownership of that throughout the film. And there is something very strong and powerful about sadness and loss and I think that’s what makes stories have resonance. If everything is just kinda light and happens easily, you don’t feel like you earned it, and the audience doesn’t really take it home with them. I mean, the research proved that out: that events that are tinged with a strong emotion — fear, anger, whatever it is — are gonna be cemented in your memory for a long time. And so the films we work on, we try do that with the films, they give you some sort of emotion with it.

N: And those create the core memories. I also wanted to ask, veering off into the animation process a bit — we just got to do these amazing tours of Pixar and see the different departments. And it was surprising to see how much went into the lighting of these characters. How did you decide to make Joy this literal source of light?

PD: I think it all comes back to wanting these characters to feel the way we feel about our feelings, to look that way. And light seemed a great metaphor for Joy, you know, in the same way that anger evokes kind of fire… You know, when you feel anger, you get hot and so I think that’s probably why, over the years, there’s been a lot of metaphors of anger as being fire and sadness being water or rivers and so on. So, Joy as a light, you know, just brightness made a lot of sense. But of course, as we got into it, it turned out that was quite difficult to do. And even kinda basic things that you’d normally do, like, you know, if a character leans against a blue wall, you have blue coming back, but if she’s a light source, she doesn’t get the blue coming back, so she looks cut out and she doesn’t feel integrated in the world. There’s all these practical things that the lighting department really thought, like painters would, you know, all these little cheats, unexpected things that don’t kinda make sense, but work, visually. You know, I don’t know if she showed you some of the stills of Joy holding the core memory, so it’s a light source holding a light, and yet, they cast shadow on her…impossible. Makes no logical sense, but it works and it grounds them and places them together. We didn’t know the answers to that stuff as we started out, we were like, ‘It looks wrong!’ ‘I don’t know why, but it looks wrong!’ So you just kinda play around until you find the answers.

N: It looks absolutely amazing, almost painted—it has a very, like, soft, magical, ethereal feel to it.

PD: Yeah, Ralph Eggleston, the production designer, had a huge effect on — obviously: that’s his job. He had a huge effect on the way it looks and his paintings are so, like simultaneously simple but complex in the richness of them, and you really feel that effect in the design of the film.

N: Great. Thank you so much.

PD: Thank you. Hope you like the rest of it!

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Note: I finally saw the end of Inside Out last weekend, and, spoiler alert: not only did I enjoy the rest of it, I bawled my little eyes out the entire time. This is an absolutely remarkable film, and I can’t wait for everyone — parents, kids, and everyone in between — to see it.

Stay tuned for our full review of the film and interviews from the cast of Pixar’s Inside Out!

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Rachel Heine is the Editor in Chief of Nerdist and has been wearing a Sadness pin since her Pixar trip. You can follow her on Twitter @RachelHeine.