AN: I do not own Inside out and its characters, all belongs to Pixar, this is just a fanfic.

Inside out: The Last breath

Years after the events of the 2015, in the year 2105, Riley Anderson, now 100 years old, is sitting on her rocking chair; rocking gently as she looks at the beautiful sunset in front of her, the colors of the skies are mixed of yellow, orange and dark, the clouds getting darker as the light continues to fade, just like Riley's own life, she has been through a lot in her in her time in Earth, becoming a famous hockey player, witnessing the first men and women on Mars via television in 2030, able to live long enough to meet her great-grand children. In headquarters, the emotions; Joy, Sadness, Disgust, Fear and Anger are looking at an album Joy herself made with pictures taken all over the years, filled with great memories of its own, with magic as great as the memory orbs.

"Awwww I remember when Sadness made that little sweater" Joy said, pointing at a picture of Sadness knitting a little sweater that she made for a little mind worker during the Christmas eve of 2060.

The emotions have matured and acted more like regular people in one room, the way how Riley's parents emotions acted when they grew up, over the years, almost not acting like the way they we're intended too when they we're born, but Anger still gets outbursts but it became less frequent when Riley turned 20, Disgust is not much of a sassy lady nor full of herself as she once was in her youth, Fear became more laid back while still guiding Riley to keep herself safe, Sadness learned to control her sadness, Joy is still... Joy but she too had chilled a bit. Despite being old, the emotions remained looking the same from the day they we're born. Headquarters did under go changes as Riley grew older, the room filled of Hockey medals, pictures, frames, everything that relates to hockey, but its also filled with the stuff that relates to Riley's personal journey through out her years, the control counsel is a tad larger than the adolescence version with more advance settings.

"Hahahaha look at that! When Disgust and Fear pointing at the monster from that movie we watched years ago screaming like banshees!" Anger laughed.

"That was so out of character for you Disgust, honestly." Joy chuckled.

"Hey! Remember when we screamed when we found out we we're moving to San Francisco? I screamed because was just as afraid as you all are duh." Disgust replied, with a smile.

"Hahaha I still remembered that time." Fear added and sipped his tea.

"Hey look at that! when we all group photo'd with our first born on the screen!" Joy exclaimed.

"It was the happiest day of our lives..." Sadness sniffed and wiped her eyes.

"Yeah... I'm glad that kid turned out better in life." Anger commented, proudly.

"Yeah, not like a rockhead." Disgust retorted.

"Hey I thought you changed!"

"I'm just messing with you Anger!" Disgust chuckled.

Disgust and Anger have gotten along over the years, their brawls became less frequent until it became non-existent.

"Haha. Sorry about that Dis." Anger apologized.

"That's ok." Disgust smiled.

A young boy run to Riley in excitement and enthusiasm, the boy turned out to be Riley's great gran child, Robin, who is at the age of 7. The emotions hears the little boy as he approached.

"Quick! Places guys!" Joy ordered.

The emotions all aliened at the control counsel as the boy and Riley are about to make contact.

"Mama Riley, look at the picture I drew! Me and you playing hockey!" The boy exclaimed, holding up a piece of paper with two stick figures with hockey helmets, the little one being Robin and the big one being Riley. The emotions we're in awe, Joy takes control that gave the control counsel a glow of yellow and pulls the handles gently.

"Oh my, this is so sweet my little munchkin." Riley commented, putting her hand at her heart. "Its just like the one I made but with me and my dad. I miss him so much."

"We all do..." Sadness said, looking down, followed by Joy and the other emotions.

"He was... great. Missed the old man." Anger said almost quietly.

Joy put out a memory of Riley and her dad playing hockey when Riley was only 18, surprisingly it was never forgotten. The emotions all smiled, including sadness, as soon as the memory came to the end, the part where Riley and her dad laughed, the emotions we're at tears, including Riley herself. The yellow orb turned to blue as Riley began to cry. Joy puts in another memory, with Riley and her family being at her parents 70th anniversary, showing Riley hugging both her mom and dad. Riley and her emotions missed them dearly and since the days when they passed, it hasn't been the same for them. The passing of Riley's dad had a huge affect on Anger, it was when Anger realized that he never knew what he had until he lost it, a loving father who was always there, Anger remembered trashing up his place in rage, he was comforted by his fellow emotions, especially Disgust, the emotions remembered Riley sobbed in her room all night, the loss was too great for the middle aged woman, but her husband was there to help her carry on in life. Now years later, she's now alone, her husband had died just 2 years prior but despite that, Riley remembered what her husband told her on his death bed, "Don't let the past bring you down, enjoy life while at lasts.".

"Mama Riley?" The boy wondered what's wrong.

"Ohh. I'm sorry Munchkin, its just that I missed my mom and dad." Riley in a sobbed voice.

"But you still have me!" The boy smiled and jump on his great grandma's lap, Riley chuckled and hugged him. From that very moment, a new memory came out with a shade of yellow lighter than that of the core memories and had a shade of blue that is as bright as Sadness's skin; This is it... its the last memory, Joy knew this as it was said in the manual given to her by the mind workers when Riley turned 90, when the last memory came, it signaled the emotions... Riley is dying.

Disgust gasped "It can't be..."

Joy goes near the memory and holds it gently with her hands, she smiles as she watches the memory of Riley's last moment with her Great grandchild, her eyes began to shed tears as Joy knew that this is the very last memory she and Riley will ever share. Joy never returned it at the memory shelf, instead she keeps it to herself and with her friends for they all could treasure it before the end comes. Joy is now having flashbacks from when Riley was a baby and toddler, playing and having fun, she remembered her very first day, the same day Riley was born, appeared out of the darkness and seeing the parents for the first time, Joy remembers meeting Sadness 43 seconds after, Joy remembers Riley's first date and Disgust was helping out, joy remembers when Riley fed her own baby for the first time, with she and Sadness cooperating together, she remembers when she helped riley discipline her kids with Anger and Sadness's assistance, she remembers when Riley almost got run over and fear jumped in time to stop her.

Joy makes the very last group hug with her friends as she sob, "Thank you guys! For everything! For helping me through all these years!" She whimpered.

"Its what friends are for joy... We love you." Sadness said as she hugs joy, followed by the rest.

"I-I love you all too...!" Joy whimpered.

A loud boom was heard outside of headquarters and screams from the mind workers are starting, the emotions realized, this is it, the end is coming. The sky darkens and the memories outside looses their glows, the islands of personality crumbles as the core memories begins to die out, one by one, each island what made Riley... who she is, all fell into the dark abyss of the forgotten..., The control counsel turns black with the buttons all shutting down and the handle no longer operates.

"Boy we sure had a lot of fun over the years huh?" Anger said.

"We sure did Anger... We sure did." Disgust replied, hugging Anger with her left arm.

After the shadow had taken on Riley's mind, it now starts to gets its way into head quarters, slowly. As the shadow approaches, Disgust loses her green glow, her arm hugging anger starts to fade followed by her legs. The others gasped.

"Disgust! No!" Anger cried.

"Goodbye... family..." Disgust said before she completely faded.

Anger is next to fade, he looks at his hand as it vanishes, then he looks at Joy, Sadness and Fear for one last time, he gives them a warm smile and closed his eyes as he fades. Fear now begins to fade with his Axon disappearing first, he looked at Sadness and Joy and waved them goodbye before completely vanishing. At this point, all of Head quarters is now shadow just like it was once when Riley was born, only the control counsel being the last remnant of existence.

"Joy."

Joy looked at Sadness. "Thank you... for being a best friend..." Sadness said, before she too disappeared. Joy tried to hug Sadness for one last time, but by the time she done it, Sadness faded away, Joy has her arms around her stomach as she tried to hug Sadness, with her head down and eyes closed, crying. "I... love you too Sadness..." Joy sobbed. Joy opened her eyes and Look at the screen for one last time, seeing the sun setting as night falls in, Joy walks into the control counsel and there she stood. As the sun disappeared, Joy beings to vanish, as she looses her bright yellow glow.

Joy smiled, "Goodnight Riley..." and closed her eyes. As she vanished, the screen goes dark.