A Deep Dive Into the Making of Disney and Pixar’s ‘Inside Out 2’

POC Culture was recently invited to Pixar Studios for an early look at the making of Inside Out 2. If you haven’t already, you can read all about our studio visit here. In addition to screening 30 minutes of the film and interviewing director Kelsey Mann and producer Mark Nielsen, I had the opportunity to spend a day sitting in with six different departments at Pixar, and experience first-hand how the animation studio works. After these rotations, I spoke with several key artists from the studio and learned more about their journey.

Under the direction of Kelsey Mann, Pixar Studios houses many incredibly talented artists who all contributed to the creation of this film. Let me introduce you to some of the incredible artists I got to meet.

The quotes from my interviews with the artists, and the presentations they gave during my visit, have been edited for clarity.

Animation Polish

The first session I attended was in the Inside Out 2 animation polish room. Five artists were at work while we sat in to see them providing notes on fully animated shots pre-approved by the director. Artist and animator Evan Bonifacio explained that they look for three main things in this room:

“First, if they look like the characters we know and love, if it physically makes sense that you can feel the weight, and if the dialogue matches the lip movement,” Bonifacio said.

They worked on two scenes during my visit, and it was fascinating to see their proficiency in action. Within seconds of viewing a scene, they noticed details to polish, such as the body being slightly stiff, someone’s hand looking a bit small, or the lips needing to curve a bit more during a phrase. An example of this was when animator Amanda Wagner suggested something as simple as an extra blink when a character said Riley’s name. As they provided notes, animator Chris Chua had sketched directly over the frame to provide a reference to pass down for when it is readjusted. What was even more fascinating to me was the hybrid workflow they’ve adapted in recent years.

Since being forced to work from home at the start of the pandemic, the software the team uses is set up so that animators can follow along from home. They were using iPads, which tracked whoever is “driving,” as Bonifacio referred to it, so the entire process can also be done remotely. There was even an extra TV on the wall to display those who call-in by video. Bonifacio explained that during times of crunch, cutting any bit of the two-hour commute is important. Later, I had the opportunity to interview animators Bonifacio and Dovi Anderson.

Bonifacio grew up surrounded by animation, as his father worked in 2D animation for Disney. “It’s in my blood,” Bonifacio explained. His career as an animator began with Gnomeo and Juliet, which helped him eventually land a job at Pixar.

As for Anderson, he grew up watching 2D Disney animation and 3D technology was not yet at a point where there general public was aware of its capabilities.

“When I was growing up, 2D animation was what was happening. 3D hadn’t happened yet,” Anderson said.

Anderson ended up going to school for other things, but when Toy Story and Jurassic Park came out, this new art form fascinated him. He went back to school for 3D animation, which eventually led him to Pixar. Anderson explained the process of animating Ennui (voiced by French actress Adèle Exarchopoulos), the new emotion which represents an existential boredom. He revealed that over time, they discovered that giving her less and less in her movements made her more hilarious to watch.

“She does the bare minimum to do an action,” Anderson said.

Later, Bonifacio explained that from a technical standpoint, Anxiety (voiced by Maya Hawke) was challenging, because her mouth makes up most of her head, with the mouth sitting outside.

“She probably has three times the number of controls in her mouth than a normal character,” Bonifacio explained.

Character Design

Next was the character design workshop led by Production Designer Jason Deamer. Deamer has worked at Pixar for twenty-six years, and his work spans films such as Finding Nemo, Ratatouille, Brave, and more. During my interview, Deamer explained that he had a love for drawing since kindergarten, when he would draw seven days a week, a habit that continued to this day. After switching from UC Davis to CCAC for art school, Deamer did freelance illustration for a few years before starting at Pixar.

“I didn’t care if I starved, I just wanted to draw. If I’m drawing, I’m good,” Deamer said about his passion for art.

Deamer then outlined his journey at Pixar, from working the front desk, to being a Production Assistant, then a junior artist, and project-by-project working his way up to his current position.  

During the workshop, Deamer described the artists at Pixar as wizards, explaining that for the short Piper, artists changed the way physics works to adjust the way water reflects light. He then introduced us to Character Art Director Keiko Murayama, who showed us the evolutions of these characters throughout the stages of Inside Out 2’s development. Deamer explained that while they go through hundreds of drawings before landing on the final product, the core design principles they used stay the same. He also highlighted technical challenges, as so many things changed between production of the first film and the sequel.

“All the software is different. All the animation software, the renderer…there’s not a bit of software that is the same at all. Some of them had fundamental changes, like our rendering software called RenderMan. [It] used to be…more an additive thing; we had way more control over it. And now it’s completely raytraced, like real photography,” Deamer said. “We had to create characters you put in every lighting scenario that look like what we sort of hand pancaked together in the first one.”

Deamer explained that essentially, on the first production, each frame had custom passes done for each glow or lighting effect on the characters, whereas for the sequel, the character they created had to be built to work in any environment the character was dropped in, like photography in real life. This explanation led us to the work of perhaps my favorite demonstration, the Virtual Camera Set Scout.

Virtual Camera Set Scout

The Virtual Camera Set Scout took place in the Layout department, which is their cinematography team. This demonstration featured very interesting technology. In what was called the “Gamma stage,” they create the visual language of the film. Director of Photography, Layout, Adam Habib, explained the process as creating a menu of the types of shots and lenses to use for certain emotions and scenes. There were cameras aligned along the wall, and a TV on either side, where essentially you can walk around the room in any of the sets they built for the film.

On a motion tracked iPad, Habib demonstrated walking through headquarters, almost like virtual reality, except with the iPad is a camera, which can also be seen through the TV. The virtual set is loaded into Pixar’s animation software Presto. We had the opportunity to walk around headquarters using this device. I went through the walls, and stepped outside to see Riley’s mind. I then crouched down, which accidentally took me under the floor. Upon looking down, it felt like I was floating in the middle of the Grand Canyon; it was a beautiful sight to see.

Habib paused during his presentation to laugh and note that nobody had crouched before or gone through walls.

“Everyone usually does it at eye level,” Habib said.

I nervously apologized, but he encouraged me to have fun, so I went through everything I could, and walked around inside of Riley’s mind. Going up close to the characters was just like doing so in a video game, and I could get close enough to see the layers of their model like the eyeballs and teeth. This technology is used only for shots in the real world, and they had a heavier version, akin to a shoulder rig camera used in live-action filming. Later, when I spoke with Habib, he called me his star student.

Habib’s initial inspiration to pursue storytelling was the 1990 film Flatliners. The emotions from that film moved him to the realization that there were people who made the creative decisions that made it so visually interesting. This led him to become one of these storytellers himself, and a cinematographer, which is what the Layout department can be described as. 

Live Edit Session

Maurissa Horwitz, Lead Editor at Pixar, fell in love with film editing during a college internship. She loved teamwork, and through this, she eventually got into animation. She explained that, “the atmosphere, the pacing of the work, and the actual work” were very appealing to her.

Horwitz, who joined Pixar in 2021, showed us what editing in animation is like. From day one she was involved in the creative process, and she spent a lot of time with director Kelsey Mann shaping the characters, the story, the emotion of the story. Horwitz contributed from the first storyboard to the last frame of lighting. For us, she demonstrated the editing process for a sequence titled “The Alarm,” which has been in every iteration of the film. Earlier versions of the sequence had different lengths. At one point, it was over double in length, because they had layered in another plot point into this sequence. Horwitz also shared that in earlier versions of the movie, there was no hockey element, and Riley played the Ukulele instead. Horwitz then demonstrated what it looked like to edit during storyboard, layout, then in the final, and how they shape the story the whole way through.

In the early stages, the timeline of the editing software was easy to follow. After the storyboard pitches, Horwitz will add the drawings in at 16 frames per second (with no sound) to create the first version of the film. One of the first scenes she got back in May 2021, after many iterations, was sent to animation a year and a half later in January 2023. As assets such as animation, voice work, and sound effects are turned in to her team, the timeline gets more and more complicated.

Horwitz showed us the finished version of the scene in her editing software, and the only way I could think of to describe it is that it looks like an ant farm. All the journalists in the room, including myself, collectively gasped upon seeing it. There were so many colors and assets on the screen that I was overwhelmed just trying to look at it. With a laser pointer, Horwitz pointed out the picture versions, sound effects, storyboards, dialogue tracks and more. It was a sight to behold.

Horwitz explained that they put in music from past Pixar films as temp music, and she had just recently been there for the recording of Inside Out 2’s score with the live orchestra. People cried watching the silent footage with only the score over it. This process is constantly evolving until the end, as different departments send in new takes or passes on things, like effects or cloth and hair, even in the final months of production.

To wrap up, Horwitz shared that they got almost 4,000 storyboards for the sequence, and only 408 were used in the version sent to animation. Those 408 images end up turning into about 54 animated shots. I asked her how they keep track of everything, and she responded that organization is key. Between two second editors and assistant editors constantly keeping track of everything, Horwitz’s team brings everything together.

Storyboard

The final observation was the Storyboard presentation, where we got to watch Rebecca McVeigh present her storyboards for “The Alarm” sequence in a pitch to director Kelsey Mann. Mann explained that the film is broken up into sequences; they have around 25-28 of them for Inside Out 2.

McVeigh said that for storyboarding, she receives scripts, then has approximately two weeks to translate the scene from words on a page to drawings on the screen. These then turned into the finished animation that we will all see in theaters. During this pitch, alongside her drawings, McVeigh acted out the scene, doing the sound effects, the pacing of the scene, and acting out all lines of dialogue all by herself. Mann explained that the point of the pitch is to basically watch the movie and see if they like it. Once approved, it is sent to editorial for timing, and it evolves from there. McVeigh’s performance can also be used as a reference for the making of the scene. As an example, Mann said that can say to editorial, “Oh, the way Rebecca’s voice fading out as this was happening was really funny, make sure to include that.”

McVeigh voiced the scene in a very engaging way that made me wonder if she was also a voice actor, and about her background. She is an artist from Canada, who went to school for animation because she grew up with a love of drawing and knew she needed to be part of this field somehow. In 2017 McVeigh had a story internship at Pixar, and upon completion, went and got some working experience in the industry. She then came back to Pixar in 2021, working on Inside Out 2, making it her first Pixar film.

After storyboarding a sequence, McVeigh explained that she will move on to work on another one, and then when changes are needed, perhaps months later, she will go back to retouch the first sequence.

“That ends up happening constantly for years. You’ll end up touching a sequence six or seven times,” McVeigh said.

Thanks to this experience, I got to witness top tier artists showcase their crafts. It was a pleasure to meet all the artists involved, to get to speak with them, and to share part of their story. I hope this breakdown will help readers appreciate the massive, heartfelt attention to detail that goes into animation generally, and especially for Disney and Pixar’s Inside Out 2.