A/N: I'm thrilled with how much you guys love this! Over 100 reviews is way more than I expected from just the first 3 chapters—I thought it might get there eventually, but wow!:D Anyway, time for Riley to learn a bit more about the little voices that exist in her head!

Also, to clarify a bit, I wrote the first two chapters before I saw the movie, hence the "written pre-movie" bit. Though now that I've seen the film, I can confirm it takes place after, and there will be elements to reflect that.

Also, I made an Inside Out forum on Proboards .com if anyone's interested in joining! Just search 'inside out forum proboards' (no quotation marks) and you should find it. :)

Disclaimer: I own the fic, that's all.


Throughout the day, especially on those few occasions where Anger was in control (such as the one awesome pizza place they found in the city, Pizza Planet, being closed for renovations), Riley tried not to explode. This yammering about in her head was what they did all day? They had done this each and every day since they appeared?

She liked them personality-wise and all, but it was already driving her nuts! She never realized her head was so crowded before.

I'll probably get used to it, she thought as she and her parents returned home as the fading sunlight reflected off the water and the Golden Gate Bridge. The thought then surprised her. Get used to it? How the heck would I ever get used to this?!

Both Riley and her emotions were glad to be home again, though the emotions had to admit they felt a bit anxious when it would be just the six of them. They had done as Riley had asked, doing what they normally did, but it was a bit difficult at times when even the emotions were uncertain how to deal with the fact that Riley could now hear them.

It led to a few extremely colorful memory orbs that day.

After telling her parents she was going upstairs to do her homework—which was true, it just wouldn't be the only thing she was doing—Riley went up to the bathroom and carefully shut the door. She looked in the mirror, giving the emotions a view of her eyes seeming to stare into themselves. Like she was searching for something...

Anger approached the console. "Um, Riley, what's up with the—"

The 12-year-old lightly slammed her fist on the counter, glaring at her own reflection seeing as that was the closest thing she could get to glaring at the little voices inside her head.

"Uh oh," Anger said, backing away a bit. 'She's mad at us!"

"Emotions having their emotions turned on them?" Disgust commented. "That is weird—"

But Riley interrupted, Anger's influence manifesting in her psyche as frustration, though directed at a far different source than normal. "Are you guys always that chatty in my head?!"

There was a brief pause.

"Yeah," Sadness admitted.

"Pretty much," Joy added.

Anger shrugged. "It's a day job."

Riley placed her elbows on the counter, her hands slowly trailing down the front of her face as she stared into her own eyes as if searching for the emotions behind them. With Joy having more command of the console now, she couldn't stay too mad at them. The little emotions were just trying to help, after all. "Why couldn't I hear you before now, anyway?"

Fear laughed a bit nervously. "Well, heh, funny story about that..."

"There's an intercom here in Headquarters that allows one of us to be that kind of voice-in-the-back-of-your-head thing," Joy explained. She glanced toward the intercom in question. "Anger decided to do a bit of a hockey power demonstration, he smashed the intercom by accident, and well..." She put her hands up in the air, unable to keep the happy smile off her face. "Here we are!"

Riley arched her brow. "So that occasional voice in the back of my head was you guys?"

"Sure was!"

"And now you've got five of us," Disgust pointed out.

"So now I'm going to hear you guys for the rest of my life?"

"Well, umm... maybe we just ought to get the mind workers to fix it," Fear insisted, pressing some buttons on the console and hoping that he would be able to instill enough fear in Riley to just get this whole problem fixed up. "Then tadah, no more voices!" He smiled, looking quite pleased with the idea.

The worried frown that crossed Riley's face, however, ended up backfiring from what Fear had hoped. Riley looked at her reflection almost shyly, her eyes slightly downward. "...But I'm not sure I want it to be fixed."

"Huh?"

This had been about the last response Fear had expected. After the chaos of today, he thought that the mind workers fixing the intercom was a done deal, a given, something that their host would agree to the moment the opportunity came up.

"At least, not right now," Riley clarified. "I mean..." There seemed to be a sense of wonder in her eyes. "I want to learn more about you guys. I mean, what's it like in there?"

Joy pulled a memory orb from the shelf of short-term memories. "Also, you said you were gonna do homework, remember? Great time to draw!"

Riley's eyes lit up. "Oh, right, thanks Joy!" She rushed out of the bathroom and back to he room, spreading out her textbooks on the table. Doing a few math problems first so then technically she did some of her homework beforehand), she tore out a page from the back of her notebook.

"Okay, what do you guys—"

"Oh, colored pencils!" Joy exclaimed, calling up a memory from Long Term. "We need colored pencils for this! There we go, memory of their location right on time!"

Riley laughed. "Don't worry, I remem—waitaminute." She frowned. "Did I remember that on my own or...?"

"Called it," Sadness said. "Got it from Long Term Memory.

Riley furrowed her brow as she looked through the storage container in her room for the colored pencils. "So wait, do you do that with all my memories?"

"It's kind of how they wor—"

"Hold on." Riley put her hands up, closing her eyes and interrupting Disgust. "I'm still trying to wrap my head around all this." She quickly picked up the colored pencils as hurried back to her desk, spreading them out and trying to stop thinking about her thought processes. "Okay, first things first—what do you look like?"

"Oh, oh, I'll go first, I'll go first!" Joy exclaimed, raising her hand as if she was in school.

"Actually, Joy," Sadness said, tapping her arm, "may I go first?"

Joy paused. She had been about to say Sadness could go second, but she offered her friend a smile. "Sure, Sadness, go ahead!"

"Okay..." Sadness began. "Well... I'm blue."

Anger snorted. "Yeah, great start."

"Hey, Anger, be nice!" Joy chided.

"That actually helps," Riley commented. "Then I know what color to pick up!"

Sadness actually managed a smile. "Okay, I'm a little short, I have a wool sweater that's kind of white-gray-blue-ish..."

"Wow," Disgust deadpanned. "Specific."

"Well I'm not sure what color to call it," Sadness admitted.

"That works," Riley assured her.

"And I have dark blue hair that comes to about the bottom of my face, and I wear dark round glasses, and—"

"You're shaped like a teardrop."

Sadness looked at Disgust. "No I'm not."

"Uh, yeah, you kind of are."

Riley adjusted the lines of her drawing a bit, trying to give her depiction of Sadness a more teardrop-like shape before coloring it in.

Sadness paused. "That... actually does look like me."

"Told ya, teardrop shape," Disgust said with a smug grin.

"Thanks Disgust," Riley smiled. "How about you go next since you're a shape expert?"

"Gladly!" Disgust grinned. "Okay, let's see... Well, I have light green skin and dark green hair, a dark green dress that shimmers, has a little sparkle, I wear a purple-pink scarf—"

"And you're shaped like broccoli," Anger finished.

Disgust's eyes grew wide and she scrunched up her face, revolted. "Are you crazy?! I am not shaped like broccoli!"

"Sure you are," Anger said, having a field day with this. "You're kind of skinny, your hair does that curvy little flip thing like broccoli has—"

"Uh uh, totally wrong." Disgust crossed her arms, waving her hand. "Riley, show'em."

But the green emotion's face fell as Riley finished her drawing. It did bear a pretty similar likeness to Disgust... and to broccoli. Disgust's eyes widened in horror.

"What do you know, Disgust!" Joy was trying not to burst out in laughter. "You do look like broccoli!"

"No, no, that can't be, it doesn't..." Disgust's face paled as her eyes narrowed at the depiction that was a blend of what she loved (herself) and what she hated (broccoli). "I look like broccoli?! But... how the...Why was I cursed to look like my least favorite thing in the universe?!"

Riley didn't even try to hold back her laughter that Joy shared.

"Okay," Fear said. "Who next?"

"You go," Anger said. "I think Joy's having a bit of a laughing fit here. Besides," he grinned devilishly at Disgust, "I'm stil enjoying the fact that Disgust realized she's shaped like broccoli!"

Disgust flinched as he said the word. "That's it, I am so redoing my hair!"

Fear drummed his fingers together. "Okay, so, um, I'm light purple, I'm tall—"

"And skinny like a nerve," Anger added.

"I'm not like a..." Fear looked down at himself and sighed. "Okay, yeah, kind of like a nerve." He looked anxiously at Riley's drawing. "I have one hair on top of my head, I wear a dark pink bowtie, blue jeans, a black and white jagged pattern shirt—"

"Houndstooth," Disgust corrected.

"Yeah, that. I have a long nose, my eyes are long and near the top of my head—' His eyes bugged out. "Riley, not that near the top!"

"Oops," Riley giggled sheepishly, erasing Fear's eyes from being literally on top of his head, getting a laugh from the other emotions.

"Okay, good, that's good! Joy, you go!"

Joy clapped her hands. "Okay, I kind of look like a star, I have kind of gold skin and blue hair a bit lighter than Sadness. I have a bit of a blue glow around me, and I wear an apple green dress with blue flowers on it, but in the light the dress sometimes looks chartreuse."

"That dress sounds so pretty!" Riley said, getting an apple-green pencil and coloring in the dress before doing her own flower design speckled around on it.

"Wonderful, Riley!" Joy then pointed to the last of the group. "Anger, you're last!"

"Okay." Anger cleared his throat. "So, I'm dark red, I wear a suit and tie, and—"

"You're short and you look like a brick," Disgust quipped.

"Yes, I'm short and—HEY!"

"Oh, so you're the littlest person in my brain," Riley snickered.

"We're not in your brain, we're in your mind," Anger corrected. He then paused as he noticed how Riley was drawing, his face becoming a scowl. "Hey, I'm not that short!"

"Aw come on, Anger!" Disgust said with a smirk, at least feeling this was some payback for the whole "shaped like broccoli" thing. "Shortest for last!"

"The rest of you guys didn't go in height order! And I'm NOT THAT SHORT!" The top of his head flared up at the last few words.

"Anger," Joy said, smiling broadly, "let her draw how she wants. Looking good, Riley!"

"Thanks," Riley responded, humming to herself a bit as she drew and finding amusement at Anger being ticked off.. Finishing drawing Anger's outline and features, suit and tie included, she started to color him in.

Joy let out an excited little squee as she pressed a few buttons on the console. "Oh, Riley, draw the little flames coming out of his head!"

"Hey, that only happens when I get mad!"

"Which is about half the time," Disgust said with a nonchalant tone that frustrated Anger even more as Joy took charge of the console again.

"Is that why it sounded like a blowtorch went off in my head when Pizza Planet was closed for repairs?" Riley asked.

"Yup, that was firebrick here," Disgust said, rolling her eyes.

"Hey, how come you can give her directions but I can't?" Anger snapped.

"Because Joy's nice about it," Riley answered, laughing slightly.

The red emotion growled, not exactly too happy about their host's response.

"Oh let her be creative," Joy chided at seeing Anger's grumpy expression, pressing a few more buttons on the console and allowing Riley's mood to brighten.

Riley couldn't help but grin. The more she interacted with them, the less she wanted the intercom to be fixed. These little emotions were nice to talk to.

The five emotions watched in silence for a few moments, impressed with Riley's depiction of them. Even Sadness was feeling a little happier at seeing how her drawn-self actually had a small smile on her face. Riley's happiness—thanks to Joy—was proving to be contagious.

"So guys," Riley asked, the questioning inflection in her voice causing the five to pay attention. "If you're not in my brain, where exactly are you?"

"We're in your mind," Sadness replied.

Riley placed her colored pencil down and crossed her arms. The emotions couldn't see it, but the look on her face was skeptical and slightly amused. "Well, yeah, but where is that?"

Silence was present in Headquarters. The emotions looked at one another.

"Well…"

"Um…"

"Huh…"

Perplexed expressions manifested on the emotions' faces. How could they explain where they were, anyway? They were somewhere in her head, sure, but how could they express it to her? Come to think of it, they never had really given much thought into where exactly they were, aside from the Mind World being in her head and not being surrounded by squishy brain matter.

How were they supposed to describe something like that?

Joy's face suddenly lit up as an idea came to her as if through an idea bulb. It may not be the most profound thing, but to the best of her knowledge she figured it might do for an analogy. "Remember how Mr. Connor in science class was discussing the way the Earth is with the mantle and inner core and stuff?"

In that moment, a memory orb from Long Term Memory shot up to Headquarters, projecting it onto the screen of Riley's vision.

"There we go, appropriate memory, right on time!"

"Yeah-wait a minute..." Riley paused at Joy's wording. "You got another memory?"

"Yup!" Joy exclaimed. "That's how Long Term Memory works here."

"I don't think this will all get me any points in science class," Riley added with a slightly amused chuckle, a sentiment that was shared by her emotions. "So, um, yeah, I... remember that, I guess..." Riley began to wonder exactly how much of her mind was her own and how much was directed, but she decided to dispel that thought for a while. Instead, she started coloring in her drawing of Anger again. "So, um, what about it?"

"About i—oh, right, the brain thing!" Joy had nearly gotten so wrapped up in expressing how the memories worked that she nearly forgot the initial question. "Well, um, think of it like we're kind of like an energy manifestation of the mantle, and the brain is the inner core. So we can be affected by brain freeze and such."

"Wouldn't that be mind freeze?" Riley joked. Smiling a little at hearing several bouts of good-natured laughter in her head, she continued. "So basically you're like an energy version of the world in my head?"

"More or less!" Joy exclaimed.

"If you got brain surgery though we probably wouldn't notice much," Disgust added. "At least, hopefully not."

"Are you kidding?" Fear protested, running toward the console and staring Joy down. "To go with your analogy, Joy, it would be like having the inner core of the Earth crack and cause earthquakes all over the place! Headquarters would probably shut down and risk changing entirely! Or one of us could be lost and never come back! Or like," he pointed at Disgust, who looked at him quizzically, "you could lose your fashion sense!"

Disgust snorted and gave Fear a challenging glance. "I would dare a brain surgeon to try to change that about me."

"If they did that they'd freak out first at seeing you!" Fear exclaimed, pressing buttons on the console to try to dispel the thought from Riley's mind of ever having brain surgery.

"You know what I mean, Fear!" Disgust crossed her arms. "We're in an alternate dimension, they can't see us!"

Riley cringed, feeling a twinge of unease from Fear's influence. She didn't want anything happening to change her personality or lose these entertaining little voices, even if their constant chatter was annoying. They were friendly now, brain surgery might change them and make things worse. "Well um, in that case, I'm never getting brain surgery."

Rather than easing his concerns as Riley hoped her words would, that only sent Fear into another panicked ramble as he practically started pushing every button on the console as another memory orb, this one purple, slid into place on the shelves. "No, no, dont say that! What if you end up needing one later?!"

"But I wouldn't want you getting hurt," Riley admitted.

"Don't worry about us," Fear insisted, trying to be brave as he relaxed his control of the console even though he was worried about them at the thought as well. "You're our top priority, Riley! And your safety is my top priority!"

Riley couldn't help but feel flattered at how much they cared for her, but she still had so many questions. "Okay, so about my memories... what are they like? And what's your living area like?"

"Well," Joy began, "we live in this little place above everything else called Headquarters..."

The minutes went by, and each of the emotions got a turn in explaining various aspects of the Mind World to their host. Headquarters, core memories, personality islands, Riley's mind spun with everything she was being told.

And she wanted to see it.

She remembered how "show don't tell" was an important thing in her English class. And that was what she wanted. She wanted so much more than to hear about this little world, with each part of it described to her. She wanted to actually be there, to see what it was like, to hold one of those memories of hers in her hands, to ride the Train of Thought.

To meet the little voices inside her head...

"That all sounds amazing," Riley muttered almost wistfully. She looked at the picture, sketchy as it was, literally only able to guess as to what this fantastic-sounding world inside her head was like. "I wish I could see it somehow..."

"That would be pretty cool," Disgust admitted, "but you can't exactly go inside your own head, right?"

"At least we don't think you can," Sadness said thoughtfully. She placed a hand on her chin, leaning her elbow against the console and glancing up at the screen. "I guess it's all just hopes and dreams..."

"Hopes and dreams..." After a moment of thought, Joy beamed as if she had had a switch pulled in her head that caused her to smile as wide as she could in a way that didn't come off as creepy. "Hopes and dreams! That's it!" She hurried over to her blue emotion friend and gave her an excited hug, prompting Sadness to gasp in surprise. "Sadness, you're a genius!"

"I am?"

"Yeah!"

Anger couldn't help but look skeptical. "What's the genius idea?"

Riley didn't say anything, but she couldn't help but feel extraordinarily curious. If Joy was actually suggesting there was a way for Riley herself to basically go inside out...

Joy clapped her hands. "Riley, Dream Productions films your dreams with a reality distortion filter on the camera so you don't notice the sets and all that. But what if," she paused for dramatic effect, "we brought that camera around with the reality filter off?"

The other emotions stared.

Riley blinked, the full weight of the idea settling in her mind. "You don't mean—"

"It's simple!" Joy exclaimed. "we'll give you your own personal mind tour!" The cheerful emotion found herself bouncing around as if it were the first day of school all over again, pressing buttons on the console like crazy at the thought. "We'll show you Dream Productions, Imagination Land, Headquarters, everything!"

"Is that possible?" Riley asked, feeling excited at the idea.

"It might not work though," Sadness pointed out, giving a bit of input of her own. "We've never tried."

A memory blend of happiness and sadness rolled its way into Headquarters, Riley feeling a bit despondent. She really wanted to know what this world inside her head was like...

"And the fact that we've never tried is the reason why it's a good time to try!" Joy pointed out gleefully. Her expression lit up even more. "Wait, maybe instead of just bringing the camera around with the reality filter off, maybe we could do even more than that! We could bring you here!"

Riley blinked. "How?"

"Yeah, Joy," Anger echoed, "how?"

"Lucid dreaming! I don't think Riley's ever lucid dreamed before!"

"You mean that kind of dream where you're aware that your dreaming?"

"Yup, and you can interact with it!"

The possibility thrilled Riley and Joy. The thought of Riley getting to see this internal world was fantastic enough. But to be there with them, inside out?

It seemed crazy. But just crazy enough to be in the realm of possible.

"Riley," Joy said, "stay awake for about 20 more minutes, okay? You think you can do without us til then?"

"I think so, why?"

"Because we're all gonna ride the Train of Thought to Dream Productions," Joy grinned. "Because if this works..."

Joy glowed with the light of the sun.

"You just might get to see your mind from the inside out!"


A/N: Dun dun dun, and the possibility opens! I got the idea after having learned that the first idea of the film was for Riley to go into her own mind anyway. So I figured, "Hey, maybe in lucid dreaming in canon. it could work!" So, stay tuned for the next chapter, hope you enjoyed, and review! :)