What if "Inside Out" was a G-rated film?: Baby Riley Andersen is born. Inside her head, Joy is created. She's able to see what Riley sees and has a button she can push that makes Riley happy.

Riley coos as her parents look at her. Joy watches as Riley's first memory, of that moment, is formed. She sends the memory through Riley's mind, then presses the button again. She watches Riley happily until Riley begins to cry. She looks down to see Sadness pushing the button. Joy and Sadness fight over control of the button.

Now a toddler, Riley runs through the house, pulling a wagon behind her. In her mind, Fear monitors the situation and takes control when Riley comes to a power cord. He makes her slow down and step over it carefully to avoid tripping. A memory is formed, a fearful one. Joy takes control back just in time for Riley's dad to pick her up and put her in a high chair. Her mom puts a bib on her and her father tries to feed her broccoli. The emotions debate over the new food. Finally, Disgust steps in and decides that Riley won't eat it. Riley flips the plate away from herself and Disgust boasts that she saved their lives. When Riley's dad says she can't have dessert if she doesn't eat her dinner, that gets Anger's attention and Anger takes control, making Riley throw a tantrum until Dad makes the spoon into an airplane, getting Riley to eat.

Joy looks at Riley's memories, which are mostly happy. She picks one up and sees Riley playing at the park with her friend Meg. Then Joy moves over to the Core Memories, which are all happy. Each one represents an important moment in Riley's life, like scoring her first hockey goal. Each Core Memory powers a different part of Riley's personality. The memory of her first goal creates Hockey Island. Riley also has Goofball Island, Joy's favorite.

Dad chases Riley, who is naked except for a pair of underwear on her head, around with a towel.

Joy also likes Friendship Island.

Meg and Riley walk down the sidewalk together, crossing their legs over each other.

Joy loves Honesty Island.

Riley confesses to breaking something with a hammer.

Family Island is also amazing.

Riley feeds her dad a cookie.

Joy explains that the Islands of Personality make Riley Riley.

Riley plays and draws as she grows up. She learns to play hockey and starts playing on a team. As Riley goes to sleep one night, Joy tells everyone it was another great day and sends the day's memories down to Long Term Memory. Fear says the day was successful because they didn't die. As the memories move through Riley's mind, Joy says they love their girl and things couldn't be better. Riley's eleven now.

The emotions are started at the SOLD sign in front of Riley's house. Riley's family is moving.

Riley sleeps in the backseat and watches the world go by as her parents drive them to their new home in San Francisco. The emotions are a little disappointed that the Golden Gate Bridge isn't made of solid gold, but Fear is glad that Joy told him earthquakes are a myth. When the family gets stuck in traffic, Anger steps in, saying the angry travelers are his kind of people. As they get through the traffic jam, Dad says it's only a few more blocks to their new home. Joy takes the opportunity to recall Riley's daydreams about what their new house might look like. When they stop, Riley gets out and is disappointed to see a rather plain-looking house. They go inside to find it equally disappointing. Joy tries to cheer them up, but then Disgust points out a dead mouse in the corner. Joy reminds them of Dad's promise of a cool new room for Riley. Riley goes upstairs to find it.

Riley is in an attic room with a sloped ceiling on both sides. Disgust, Fear, Anger, and Sadness all hate it and when Joy watches several memories form, she steps in and suggests how they can fix it. They imagine all of Riley's things in the room, making it hers. Riley goes back downstairs to get her things from the moving van, but gets there just in time to hear Dad say it won't be there until Thursday. More memories are formed as the emotions react to this news. Mom and Dad start to argue over the moving van being delayed, which further upsets the emotions. Joy finally pulls out a memory and has Riley use a ball of paper on the floor to rope Dad into a game of hockey. Riley scores a goal and celebrates, activating Family Island. Riley goads Mom to join the game and they all play together. A joyful memory if formed. Then Dad's phone rings and he stops playing to answer it. He has to leave to go to work. Sadness thinks Dad doesn't love them anymore and tries to drive, but Joy stops her. Joy backs away from the console, thinking about what to do, then remembers Riley hasn't had lunch and puts the memory of a pizza place they passed, Yeast of Eden, into Riley's mind. Riley suggests it to her mom, who agrees to go. The emotions celebrate.

At Yeast of Eden, Riley's mom pays and Troy gives them two slices of pizza, but Riley and the emotions are horrified to find it covered in broccoli. Anger complains that San Francisco has ruined pizza, like the Hawaiians before them.

As they walk home, Mom wonders how a pizza place can only serve one kind of pizza. She thinks it's still not as bad as the soup they had at a diner in Nebraska. Riley agrees. Mom asks Riley what her favorite part of the drive out was. The emotions debate options, but Joy steps in to show them seeing a giant dinosaur sculpture and taking pictures with it. They watch as the car rolls away, stopped by another dinosaur. As they watch the memory, the emotions are shocked to find it get tinted blue. Sadness has touched it. Joy pulls the memory down and tries to clean the Sadness off, but it doesn't work. The other emotions are mad at Sadness because now the memory will make Riley sad. Disgust calls Joy's attention back to Riley, who is coming up to a stairway with a railing. Joy looks at Goofball Island, which is activated with the thought that Riley's going to slide down the railing. Riley climbs up, but then frowns and jumps back down. A Core Memory rolls toward Joy. Sadness pulled it out and it deactivates Goofball Island. Joy asks her what she's doing and Sadness says it looked like one was crooked, so she opened it. Joy puts the Core Memory back and Goofball Island is restored. Riley slides down the bannister. Sadness reaches out to touch a Core Memory, saying she wants to hold one, but Joy pushes her away. The memory now has a touch of sadness in it, but it quickly fades. Sadness says she's sorry, but there's something wrong with her. It's like she's having a breakdown. Joy says it's just stress. Sadness starts to put herself down, so Joy talks her up. Sadness tries and fails to think of funny memories. Joy shares some, but Sadness doesn't have the same view of them. Sadness starts crying, which she says helps her slow down and process the weight of life's problems. Joy tries to get Sadness to read some Mind Manuals to distract her. Joy leaves Sadness to do that and returns to find that Riley has formed a new memory of disgust.

Riley comes downstairs to find Dad on the phone, talking about work while Mom unpacks the boxes they had in the car with them. Riley backs up and calls for her parents to come kiss her good night. Mom says she'll be right there.

Riley lies down in bed and is scared by a noise. The emotions talk about the change from Minnesota to San Francisco. Joy tries to placate them, but they remind her of all the negative things that have happened. Joy wants to focus on the positives, but they think there's no reason for Riley to be happy right now. Mom comes in and says there's still no moving van and now they're saying it'll arrive on Tuesday. Dad's on the phone. His new venture is keeping him busy. Mom thanks Riley for staying their happy girl even with all the changes. If they can keep smiling, it'll help Dad. Joy makes Riley smile and agree. Riley goes to sleep. Joy has Dream Duty, so she prepares to send the memories to Long Term Memory. Then she watches as Riley dreams of their car flying. The dream is then tainted by the dead mouse, a bear, and broccoli pizza. Riley wonders who is in charge of programming in Dream Productions. She's not supposed to, but she turns the dream off. Instead, she pulls up a happy memory of Riley skating with her family. She tells Riley not to worry, because she'll make sure tomorrow's another great day.

In the morning, Riley quickly eats a bowl of Caramel Corn Curls and reads the back of the box.

Joy wakes the other emotions by playing accordion. They're not happy to be woken up by her noise. Joy says it's the first day of school, which is very exciting and she was up late coming up with a new plan. She needs Fear to come up with a list of all the possible negative outcomes. Disgust needs to make sure Riley stands out, but also blends in. Joy tells herself she'll be in charge of the console, keeping Riley happy all day. Just then, a Train of Thought arrives. Joy tells Anger to unload the daydreams. She ordered extra in case things get slow in class. Anger thinks that'll be useful. Joy sees Sadness and has an important job for her. Joy draws a circle around Sadness and tells her it's the Circle of Sadness and her job is to make sure all the sadness stays inside it. Joy goes back to the console, ready to give Riley a good, happy life.

Riley's mom sends her off to school. Riley's kind of nervous, but mostly excited. Mom offers to walk her to school, but Disgust puts a stop to that. Mom and Dad tell her to have a good day at school and they act like monkeys to say goodbye, activating Goofball Island.

Riley walks to her new school. She hesitates for a moment, and then walks toward it.

Riley sits in a classroom. She spots some cool girls nearby talking. Disgust says they want to be friends with those girls, so Joy wants to make Riley talk to them. Disgust stops her, saying that's not the way. Fear comes in with a long list of potential disasters. Just then, the teacher comes in and tells everyone they have a new student. Fear starts to freak out as the teacher asks Riley to introduce herself. Riley tells her class she's from Minnesota. The teacher asks her to share something about Minnesota and Riley tells her about playing hockey and her team, the Prairie Dogs. Meg plays forward and Dad's the coach. Everyone in Riley's family skates. Then Riley remembers how her life has changed. The emotions turn to see that Sadness has touched Riley's memory of skating with her parents. Sadness apologizes and Joy tells her to go back to her circle. Joy tries, but can't eject the memory. Riley starts to cry in class about missing Minnesota. Disgust notices the cool girls whispering to each other. They try to remove the memory manually, but it won't budge. Sadness then takes control of the console. The emotions all watch as a new sad Core Memory forms. Joy tries to discard it, but Sadness says she can't because it's a Core Memory. They fight over it and Joy knocks all the Core Memories out of the holder, deactivating all the Personality Islands. Joy rushes to collect the memories and keep Sadness from adding her new Core Memory. When she knocks into Sadness, the memory gets pulled into a recall tube. A joyful Core Memory gets pulled as well and Joy jumps to stop it. She tries to stop herself from getting pulled in as well, but when Sadness gets sucked in, they both end up going through the tube. Riley sits down as her teacher says she knows it can be tough moving to a new place, but they're happy to have her there. Then she starts class.

Sadness and Joy slide through the tube along with the memories. They land in a pile of memories and Joy collects the happy Core Memories. Joy realizes they're in Long Term Memory. They look around at the deactivated islands of personality. Sadness says that's bad, but Joy says they can fix it. They just have to get back to Headquarters and plug the Core Memories back in. Sadness says Riley has no Islands of Personality, no Core Memories, and no Joy. Without her, Riley can't be happy. They have to get her back to Headquarters. They start walking.

As they eat takeout at a card table, Mom says it turns out the green can is for composting, not recycling as they thought. The blue one is recycling and the black one is trash. In Riley's mind, Disgust says that Riley is acting so weird. Anger reminds her that all the Islands are down. Disgust says Joy would know what to do. Fear says they should do what Joy would do until she gets back. Disgust says that's a great idea, but they're not equipped to be happy. Then they listen as Mom tells Riley she found a junior hockey league in San Francisco. They have try-outs tomorrow after school. Disgust, Fear, and Anger don't know what to do. Disgust touches the console and Riley sarcastically says it sounds fantastic, startling Mom.

Inside Mom's head, her emotions notice something's wrong. They decide to probe subtly so Riley doesn't know what they're doing. Mom asks Riley about her first day at school. Anger immediately realizes Mom is probing and Disgust tells Fear it's his turn to pretend to be Joy. Fear pushes a button and Riley gives a non-committal answer. Mom's emotions know something is definitely going on. They decide to signal Dad to get his help. In Dad's head, the emotions watch footage of a hockey game. It takes them a minute to notice Mom is signaling to them and they panic. Mom's emotions are frustrated that Dad doesn't know what they need and say to signal him again. Mom shifts her eyes to look at Riley and Dad asks Riley how school was, not realizing Mom already asked. Anger steps in to be Joy and gives an angry response. Mom hears it and asks if everything's okay. Riley rolls her eyes and Dad says he doesn't like her new attitude. Anger hears this and ramps it up, making Riley yell and tell Dad to leave her alone. Dad's emotions sound the alarm and as they prepare to put the foot down, Riley yells at her dad to leave her alone. Dad sends her to her room. She stomps up the stairs. Dad's emotions celebrate while Mom's emotions say that was a disaster. Mom's anger calls up a memory of the Brazilian Helicopter Pilot and all the emotions swoon.

Riley goes into her room and slams the door.

Joy and Sadness prepare to walk along a very narrow path. Joy says it's the quickest way back, but it also takes them over the Memory Dump, so they'll be forgotten forever if they fall. Joy says they have to do it for Riley. She tells Sadness to follow her and starts walking. She stumbles and nearly drops a Core Memory.

Riley lies awake in bed. Dad comes inside and tries to talk to her about what happened downstairs, asking where his happy girl is. He tries to get her to act like a monkey. Anger, Fear, and Disgust look out the window at Goofball Island, but it's still down.

Goofball Island starts to shake and the path Joy and Sadness are on starts to crumble. They run back and Joy pulls Sadness to safety just as the ground beneath her falls. They continue to run, dodging the architecture of Goofball Island as it falls. They get to safety just as Goofball Island falls into the Memory Dump. Joy remembers Riley's goofy memories.

Dad realizes Riley needs some time alone.

Disgust says they have a major problem and Fear wonders where Joy is.

Sadness realizes that losing Goofball Island means she could lose the other islands. She asks if they can fix it and Joy admits she doesn't know, but they'll try. Riley has gone to sleep, but Joy says that's good, because nothing else bad can happen while she's asleep and they'll be back at Headquarters when she wakes up. They can go across Friendship Island instead. They look over at it and Sadness says they won't make it. Joy tries to get Sadness not to despair, but Sadness collapses to the ground. Joy says they'll just have to go around. Sadness thinks Joy will get lost in Long Term Memory. She read about it in the manuals. Joy realizes that since Sadness read the manuals, she knows the way back to Headquarters. She'll be Joy's map. She wants Sadness to lead her, but Sadness is too sad to walk. Joy grabs Sadness by the leg and starts dragging her. Sadness directs Joy as they move. Joy says they'll be back to Headquarters by morning.

Joy is tired and says it's not working. She asks if they're getting close. Sadness says yes, but there are several more turns. Joy asks if she's sure she knows where they're going because they seem to be going the wrong direction. And now Riley's awake. Joy drops the Core Memories. Sadness reaches toward one, but Joy pulls her away, reminding her not to touch them. They hear Forgetter Bobby in the distance and Joy is delighted to hear Mind Workers.

Forgetter Paula says they don't need all these phone numbers because they're in Riley's phone. She and Forgetter Bobby decide to make Riley forget them all. Next is four years of piano lessons. Joy tries to ask the way to Friendship Island, but gets ignored. Forgetter Paula decides to remember Chopsticks and Heart and Soul and forget the rest. They also forget several US presidents. Joy tells them they can't throw those away, because they're perfectly good memories. Forgetter Bobby asks her about the names of every "Cutie Pie Princess" doll and she says it's critical information. As she starts to list them off, Forgetter Paula gives the order and they're forgotten. Joy wants them to bring them back, but Forgetter Paula says they're in the dump and nothing comes back from the dump. When Riley doesn't care about a memory, it fades. It happens to lots of memories. Forgetter Bobby picks up a memory that will never fade. It's the TripleDent Gum jingle. Sometimes they send it up to Headquarters for no reason. It plays in Riley's head over and over again. They back it up and play it again. Then they send the memory to Headquarters.

Anger, Disgust, and Fear react as the jingle starts to play.

Joy asks if they know how to get to Friendship Island.

Riley sings the jingle to herself as she does a video call with Meg, who is asking about San Francisco. Meg says they won the first game in the playoffs and their coach thinks they might make it to the finals. Meg shows Riley a picture of the new girl on their team. Disgust, Anger, and Fear are upset by this, but Disgust reminds them to stay happy so they don't lose more islands. Meg continues talking about the new girl. Anger flares Riley up and Riley tells Meg she has to go and hangs up on her.

Joy is trying to get the forgetters to tell her the way to Friendship Island when she hears rumbling. She looks over to see Friendship Island crumbling. She looks down at the Core Memories in her arms and sees one of Meg and Riley walking together when they were very young. Sadness says Riley loved that island and now it's gone. Joy says they'll just have to go the long way. Sadness says it's the long long long way. Joy grabs her foot and drags her, saying there has to be a better way. They hear noise in the distance.

Bing Bong looks over memories, deciding which ones to take. Joy calls out to him, startling him. She chases him and finds him hiding. Joy recognizes him. She remembers that he's Riley's imaginary friend. Riley loved playing with him. Joy says they're trying to get back to Headquarters and introduces herself and Sadness. He asks what they're doing out there and Joy prompts Sadness to explain. Bing Bong says Riley can't be happy without Joy, so they need to get her back. Joy reminisces about Bing Bong and Riley. They sing his song, which operates his rocket. Sadness asks what he's supposed to be and he says it's not clear. He's mostly cotton candy, but shape-wise, he's part cat, part elephant, and part dolphin. When Riley was three, animals were all the rage. He lives in Long Term Memory now because she doesn't have much use for imaginary friends. Joy tries to cheer him up, promising to make sure Riley remembers him when she gets back. Bing Bong is excited to hear that, but as he celebrates, he hurts himself, causing him to cry candy. When Joy nearly drops the Core Memories trying to grab a piece, Bing Bong offers her his bag to carry them, but first, he has to dump out the numerous memories he has in there already, plus several other items, including a cat. Joy puts the Core Memories in the bag and says it'll make it a lot easier to walk back to Headquarters. He says they're not going to walk. They're going to take the Train of Thought. Joy asks him how they catch it. He says it goes all over the place, but there's a station in Imagination Land. He knows a shortcut and gestures for them to follow him. He opens a door for them to enter. Sadness says she read about that place in the manual and doesn't think they should go in there. Joy says Bing Bong says it's the quickest way to Headquarters. Sadness says it's Abstract Thought. Bing Bong says he goes through there all the time and it's a shortcut. He cites the sign above the door, which actually says it's dangerous and to keep out. He steps inside and shows them he's not harmed. Sadness still wants to go around, but Joy tells her to do that if she wants, but Joy's going with Bing Bong. Sadness decides to follow.

Riley has her lunch and sits alone on a bench.

One Mind Worker asks another what concept they're trying to understand today. The other replies that it's loneliness. The first worker decides to close Abstract Thought and turn it on to burn out the gunk first.

As they walk through, Abstract Thought turns on and things start floating around them. They start to morph into more simplified versions of themselves. They're in the first stage: Non-objective Fragmentation. They enter the second stage: Deconstruction. They fall apart. They try to put themselves back together as they race for the door. They see the train pull up on the other side. They enter stage three, which makes them two-dimensional. Joy tries to get through the door, but they reach level four: Nonfigurative, which turns her into a star, Sadness into a raindrop, and Bing Bong into a purple swish. Sadness then remembers they're two-dimensional and has them fall on their faces, allowing them to fit through the door. Outside, they start to reassemble just as the train pulls away. Bing Bong doesn't know how long it'll be before there's another train, but knows the way to another station. Joy confirms with Sadness that there really is another station through Imagination Land, so they follow Bing Bong. He shows them French Fry Forest, Trophy Town, and Joy's favorite, Cloud Town. They cross some lava as Bing Bong tells them Imagination Land is the best. Bing Bong finds his rocket next to the House of cards. He accidentally knocks down the house as he celebrates being able to take Riley to the moon. The mind workers there are upset.

Joy loves Imagination Land. Bing Bong says there's always something new and they watch as the Imaginary Boyfriend Generator produces an imaginary boyfriend for Riley, who says he would die for Riley. Bing Bong leads them to Preschool World, saying they're nearly to the train.

At hockey tryouts, Mom says it should be fun, because the kids look like they're pretty good. The coach calls Riley to the ice and Mom wishes her luck. Disgust says luck won't help them because Hockey Island is down. Fear has brought all the hockey memories he could find and hopes one of them will be able to take the place of a core memory. He puts one in and it powers Hockey Island for a minute before failing. Riley struggles on the ice. Fear tries to put other memories in, but they keep getting forced out. Riley tries to make a goal, but misses the puck and falls. Anger takes control and Riley throws down her stick and leaves the ice. Mom checks on her as she starts to take her skates off and Riley asks to leave. Mom is surprised she's not finishing tryouts. Mom tries to talk her down, but Riley grabs her bag and starts to march out.

Joy is horrified to see Hockey Island collapse. Joy pulls out a Core Memory of Riley playing hockey as a toddler and says she loves hockey. She tells Bing Bong they have to get to the station. He says it's just past Graham Cracker Castle. He turns to see the ruins of the castle. Sparkle Pony Mountain is also missing. They watch as Princess Dream World is destroyed and explodes into a pile of glitter, then the top of the Stuffed Animal Hall of Fame is ripped off. Some mind workers try to take Bing Bong's rocket, but he says they're still using it. He sings the song to activate it, but it only fires for a minute before going out, then it's pushed into the dump. Joy tells him it'll be okay. They can fix it when they get back to Headquarters. Bing Bong is sad and doesn't respond to Joy's attempts to cheer him. She wants to go to the train station. Sadness says she's sorry the mind workers took his rocket. Something he loved is gone forever. Joy tells her not to make him feel worse. He says it was all he had left of Riley. Sadness helps Bing Bong remember the adventures he had with Riley. Bing Bong starts to cry and Sadness hugs him. After a moment, he says he's okay and directs them to the train station. Joy asks Sadness how she did that. She doesn't know. He was sad, so she just listened. Bing Bong interrupts and points them to the train, which is close.

They climb onto the train as it starts toward Headquarters. Joy celebrates finally being on the way home. She knocks over a crate of Facts and one of Opinions and laments how similar they look. Bing Bong tells her not to worry about it and starts shoveling handfuls back into the crates.

Riley bursts into her room and flops down on her sleeping bag.

Disgust gives the day an F. Anger says they should quit standing around and do something, but Fear wants to quit. He has packed his bag and attempts to take a Recall Tube out. It fails and he flops back down. Disgust tells him emotions can't quit. Anger has an idea and goes over to pick out a light bulb. He says all the Core Memories were made in Minnesota. So Riley should go back to Minnesota to make more. He calls it the Happy Core Memory Development Program. Their life was perfect until Mom and Dad decided to move. He reminds them of the great things they had. He goes to the console as the TripleDent Gum jingle starts playing again, making him angry. Disgust admits Riley was happier in Minnesota, but Fear wants to sleep on it.

Riley falls asleep.

Joy is confused when the train stops. She asks some mind workers, who say they're on break because Riley is asleep. Joy says they can't wait that long, so Sadness suggests waking her up. Joy says that's ridiculous, but then they stop Dream Productions and race toward it.

Inside, they see posters for some of Riley's past dreams. Joy is starstruck seeing Rainbow Unicorn. Sadness tries to ask for an autograph for Joy, but Joy pushes Sadness away, telling her not to bother Miss Unicorn. They come to a door that says not to enter when the light is flashing, with a flashing light above it, but they go inside anyway. The director says to bring in the classroom set. They have a lot of memories from the day to work with. Riley dumped her best friend, had a miserable day at school, and quit hockey. The director hands out scripts.

Fear is upset to be on dream duty.

Joy wonders how they can wake Riley up. Sadness says she sometimes wakes up when she has a scary dream. Joy doesn't want to scare her. She wants to make Riley so happy, she'll wake up. She entrusts the Core Memories to Bing Bong.

The mind workers prepare for Riley's dream, which is her first day of school again, only her teeth fall out and she has no pants.

Joy and Sadness are dressed as a dog, but Sadness still doesn't think it'll work. Joy says it will and they enter the classroom set and start running around and barking. It doesn't work and Riley remains asleep. They add balloons and a party. Suddenly, Bing Bong knocks over a light and the costume rips. The front of a dog chasing its back half starts to scare Fear, who has to remind himself it's just a dream.

Riley starts to wake up.

The director realizes what they're trying to do and calls for security.

As Bing Bong intrudes and knocks over the set, Joy says Sadness is ruining the dream. Sadness points out it's working and Riley is waking up. Joy and Sadness flee from security, but the guards get Bing Bong and drag him away. Joy and Sadness follow where he went and see him being thrown into a room in the Subconscious, along with the Core Memories. They race down toward him. Joy and Sadness sneak past the guard, who are arguing over a hat. The noise of the door alerts the guards, who then throw Joy and Sadness inside as punishment. Sadness doesn't like it because it's where they store Riley's darkest fears. They see broccoli, the stairs to the basement and Grandma's vacuum cleaner. They find candy wrappers on the ground and follow a trail of them to find Bing Bong, who is in a balloon cage. He's asleep on the belly of Jangles the Clown. Joy climbs up and gets the Core Memories, then helps Bing Bong escape. He leads them to the train, but Joy remembers it's still not running and they need to wake Riley. They look back at Jangles. Joy and Sadness go over and honk his nose, waking him. Joy and Sadness fight their fear to entice Jangles with the promise of a party.

The guards are still fighting over the hat when Joy, Sadness, and Bing Bong break out, followed by Jangles.

Riley is dreaming of Rainbow Unicorn, which bores Fear. Suddenly, Jangles breaks onto the set. Fear faints as Riley wakes up.

Joy, Sadness, and Bing Bong race back and board the train.

Anger and Disgust wonder what happened and find Fear curled under the console. Anger calls him an idiot and reminds him it was a dream. Anger decides it's time to take action and inserts the bulb into the console, giving Riley the idea to run away. Riley pulls her computer out and Anger says there's no turning back. Riley finds a bus that leaves tomorrow, but she needs money for a ticket. Anger has Riley get into Mom's purse.

Bing Bong shows Joy and Sadness the view from the train. They see Inductive Reasoning, Déjà Vu, Language Processing, Déjà Vu, Critical Thinking, and Déjà Vu. As he moves to look at some memories, Joy admits that Sadness's idea to scare Riley awake was a good one. Sadness isn't so bad. Joy can't wait to get the old Riley back. As soon as they're back, Joy is going to fix this. Bing Bong picks up a memory and asks if that's Riley. She's so big, she won't fit into his rocket. He wonders how they'll get to the moon. Joy remembers the memory. The whole team was there. Sadness loves the memory, too. It was the day the Prairie Dogs lost the big playoff game after Riley missed the winning shot. She felt awful and wanted to quit. Sadness apologizes for going sad again. Joy says they'll keep working on it.

Riley sneaks downstairs. Mom is on the phone with the moving company, questioning why their moving van even went to Texas. Riley stops Mom's purse, abandoned on the card table. She pulls out Mom's wallet and takes her card, then sneaks back upstairs.

This action causes Honesty Island to collapse, taking out some support beams for the train and throwing them off course. The train lands on the edge of the dump and then starts to slide off. The mind workers pull Joy, Sadness, and Bing Bong off the train just before it falls. Joy wonders what is happening because they lost their way home. One of the mind workers tells her Riley is running away.

Fear tries to stop Riley from running away and she pauses while packing, but Anger takes back over and she starts packing again.

Sadness says there's still time to stop Riley. Joy says they need to get to Family Island. As Riley sneaks out of the house, Family Island starts to crumble and Sadness warns Joy they won't make it in time. Part of Long Term Memory breaks off and a memory shoots through a Recall Tube to Headquarters, giving Joy the idea of using them to get back. A recall tube gets broken, leaving an opening.

Riley opens her front door and Mom and Dad tell her to have a good day and they'll see her after school.

Joy and Sadness climb into the Recall Tube, but Joy pushes Sadness back because she's making the Core Memories sad. If she gets into the Recall Tube, all the memories will be sad. Joy says Riley needs to be happy and chooses to leave Sadness behind. She closes the tube and it picks her up. Unfortunately, the tube breaks, sending her dropping down into the Memory Dump, along with Bing Bong.

Riley walks down the street.

Joy lands on a pile of memories. She checks on the Core Memoires and then gets up.

Bing Bong gets up and sees that he's starting to disappear. He chases Joy, who is unable to climb out. Bing Bong says they're stuck down there. They're forgotten. Joy sees a sad memory and picks it up. It's Riley talking to her class. She starts crying as she looks at a memory of Riley coloring as a toddler. She picks up other memories and reminisces about Riley's childhood. She cries and says she just wanted Riley to be happy. One of her tears hits the memory of the day the Prairie Dogs lost and leaves a mark. Joy tries to brush it away, but it just rewinds the memory, which starts with Mom and Dad comforting Riley, who is sad. She backs it up further to see Riley crying alone in the tree and remembers what Sadness said about the day. Joy realizes that Sadness was how Mom and Dad and the team knew to come help Riley. She tells Bing Bong they have to get back up there, but Bing Bong says they're stuck and might as well be on another planet. That reminds Joy of something and she starts to sing Bing Bong's song, which activates the rocket, showing them where it is. They run toward it.

Joy and Bing Bong dig out the rocket. They point it toward the ledge and climb in. They sing as they roll down a hill and take off, but there isn't enough power left and they fall back down. They decide to try again. As they take off a second time, the same thing happens. Bing Bong tells Joy they can try again and he has a good feeling back this time. This time, as they take off, Bing Bong jumps off, allowing Joy to make it to the top. As she celebrates, she realizes Bing Bong didn't make it. He celebrates down below and tells Joy to go save Riley. He tells Joy to take Riley to the moon for him as he fades away, forgotten. Joy promises to try.

Mom and Dad come home and call for Riley, who doesn't answer. Mom and Dad go up to Riley's room, but she's not there, so Mom calls her. Fear wants to back out, but Anger pushes forward.

Riley's phone rings, but she ignores it when she sees it's Mom.

Family Island starts to crumble as Joy searches for Sadness.

Riley makes it to the bus station.

Joy continues looking for Sadness. She impersonates Sadness to figure out where she's gone. This leads her to spot a trail of memories Sadness touched, leading the way to her.

Riley ignores another call from Mom as Fear panics and Anger realizes Riley shouldn't run away. More of Family Island crumbles. Disgust tries to get the idea out of Riley's head.

Joy finally spots Sadness. Sadness runs away, saying Riley's better off without her. Joy follows her into Imagination Land, where she uses a French fry to jump over a box of fries Sadness knocked over.

Sadness runs past some guards at Cloud Land, who are taking a statement from a cloud person. Joy runs through her, dissolving her.

Sadness rides a rain cloud.

Anger says the idea is stuck. A darkness starts to cover the console as they work to get the idea out.

Riley boards the bus.

Disgust tells Fear to make Riley feel scared so she'll change her mind. It doesn't work and the emotions realize they can't make Riley feel anything.

Joy goes to the Imaginary Boyfriend and asks if he meant what he said before. He repeats that he would die for Riley. Joy positions Bing Bong's bag and has the generator make a series of imaginary boyfriends, who fall into the bag. Joy then uses a balloon to blow Sadness back away. She also knocks down the House of Cards and one of the mind workers who was working on it decides to fold.

Joy takes the bag of boyfriends and uses them to make a tower with her on top. They then make a bridge, which launches Joy to a bouncy area. She launches back up and grabs Sadness. Then they fly into the glass at Headquarters. They start to slide off, but Sadness grabs the ledge and then Joy, who hefts herself back up. Anger tries to use a chair to break the window, but it doesn't work. Disgust goads him, making him even angrier. Flames shoot out of his head and Disgust uses the fire to make a hole in the window, allowing Joy and Sadness to come back inside. Joy sees Riley's bus pull out. Disgust tells Joy she has to fix it, but Joy says it's up to Sadness, shocking the others. Sadness says she can't, but Riley says she can. Riley needs her. Sadness takes control of the console, which is almost completely black now. She is able to remove the idea, fixing the console. Riley suddenly stands up and tells the driver she wants to get off the bus. Riley gets off and starts to run back home.

Mom tells Dad that Riley's teacher hasn't seen her all day. They try to think about what she was wearing when she left. Riley comes in and they ask where she's been because they were worried.

Joy offers the Core Memories to Sadness, who takes them and they watch as they turn blue. Sadness then projects the memories of Riley playing with Meg, Riley feeding Dad a cookie, Dad chasing Riley around the house, Riley playing hockey for the first time, and Riley skating with Mom and Dad.

Riley starts to cry and tells her parents she misses Minnesota. They need her to be happy, but she wants her old life back. She asks them not to be mad. Mom and Dad tell her they're not mad. Dad says he misses Minnesota, too. Mom and Dad share memories of Minnesota and then hug Riley.

Joy pulls the sad Core Memory out of the bag and gives it to Sadness. Together, they touch the console. It forms a new Core Memory that is both sad and happy. It forms a new Family Island.

Now with more Core Memories that are mixtures of emotions, the five emotions looking out at Riley's Islands of Personality. Friendship Island has expanded and now has a Friendly Argument section. Sadness likes Tragic Vampire Romance Island, while Disgust is entranced by Fashion Island. Fear hopes Boy Band Island is just a phase. Joy says it's all beautiful to her. The mind workers have finished installing the new, expanded console. The emotions fawn over it. Disgust sees a red light on the console and asks what "pub-er-ty" is. Joy says it's probably not important. Anger is excited to have access to the full curse word library.

Mom and Dad get Riley ready to take the ice with her new hockey team, the Foghorns. They're wearing Foghorns sweatshirts and have even painted their faces. Dad's emotions celebrate Riley loving the face painting, while Mom's emotions say it's the best idea Dad's had in a while. They swoon and Mom's anger throws the memory of the Brazilian Helicopter Pilot behind her, where Fear picks it up just in case.

Riley runs into Jordan and he drops his water bottle. Riley picks it up and tries to hand it to him, but he just stares at her. Jordan's emotions panic over him talking to a girl, racing around. Riley tucks the bottle under his arm and steps out onto the ice. The game starts.

Joy says Riley's been through a lot of changes, but they still love their girl. She has new friends and a new house. And Riley's twelve now, so nothing could possibly happen.

As the credits roll, the teacher teaches a bored class. In her head, her emotions are also bored. They dream of their upcoming vacation to the Bahamas with the Brazilian Helicopter Pilot.

At Yeast of Eden, Troy tells a customer to have a nice day. In Troy's head, the emotions wonder what they're mad about. It's whatever Troy is mad about, but they don't know what that is.

The cool girl plays it cool, but in her head, her emotions worry about others seeing that she's a fraud.

Jangles makes a balloon animal for the birthday girl, but scares the kids away. In his head, his emotions are annoyed that he spent six years in drama school to do this.

Gary the bus driver is stuck in traffic. His emotions, which are all shaped like anger, try to go to a happy place, but are only able to think of the TripleDent gum song, which makes them angrier.

A dog smells good. All its emotions focus on finding the food.

A cat's emotions move around. Joy tries to play with Sadness, who ignores her, and Anger, who hisses. Fear walks over the console, causing the cat to jump up and cry.