NOTE: This spoiler was submitted by Eric

A girl named Riley (Kaitlyn Dias) is born in Minneapolis and, in her mind, five physical forms of emotions are created: Joy (voiced by Amy Poehler), Sadness (voiced by Phyllis Smith), Fear (voiced by Bill Hader), Disgust (voiced by Mindy Kaling) and Anger (voiced by Lewis Black). The emotions are charged with organizing Riley's memories, which are housed in spheres known as "memory orbs." The orbs that are considered the most relevant, known as "core memories," power five "islands" in Riley's subconscious, each reflecting a different aspect of her personality.

Joy attempts to keep her happy, Anger keeps her life fair, Disgust keeps her from being poisoned both physically and socially and Fear keeps her safe. Sadness, however, doesn't think she has a purpose in her mind, or that of the other emotions, and is ignored as a result. Oblivious to Sadness' crisis, the other emotions focus on organizing Riley's memories

When Riley turns eleven, her family relocates to San Francisco after her father Bill (voiced by Kyle MacLachlan) gets a new job. The emotions try everything in their power to make the moving process a pleasant experience, which is made difficult as Riley’s father struggles in his new Job. Things worsen when Sadness inadvertently touches a happy Memory of times with her parents, causing it to become irreversibly sad. Upon realizing that Joy cannot fix the memory and make it happy again, she disposes of it and occupies Sadness by making her read a stack of Mind Manuals.

On Riley's first day of school, Joy orders Sadness to not touch anything and let the other emotions do their job. The transition into the new school goes smoothly at first, but as Riley is introduced to her new class, Sadness again touches a memory, causing Riley to cry in front of her class, this creating a new, sad core memory. Joy attempts to dispose of the new core memory via a tube which leads to Long Term memory, where it could be dumped into “The Abyss”, in which obsolete memories are erased. The ensuing struggle between Joy and Sadness inadvertently knocks out the rest of the core memories, which are promptly sucked up, along with Joy and Sadness, and sent to the outskirts of Riley’s mind, leaving only Anger, Fear and Disgust in charge, as well as causing all of Riley’s personality islands to shut down.

Joy and Sadness exit the tube and find themselves at the edge of long term memory, a huge labyrinth of corridors housing old memories which are stored for later use. Joy attempts to go through long term memory to the nearest Island in order to return to headquarters, but Sadness, aware of their location, warns her that Long Term Memory is nearly endless and almost impossible to navigate without prior knowledge. Joy realizes that the Manuals she had sadness read housed the directions to the next island, so she drags Sadness along to guide her through the Labyrinth.

Meanwhile, Disgust, in an attempt to act "Like Joy" accidentally instigates a confrontation with Riley's parents, culminating in Riley’s father sending her to her room. Later, in an attempt to reconcile, he attempts to goof around and cheer up his clearly upset daughter, but as the core memories are missing, Goofball island is unable to activate, and instead crumbles and falls into the Abyss forever. The 3 emotions at Headquarters realize that attempting to use any aspects of Riley’s personality without the core memories will result in the island being lost to the abyss.

Meanwhile, in long-term memory, Joy and Sadness encounter Bing-Bong (Voiced by Richard Kind), a hybrid creature of Elephant, Cat and Cotton Candy. As Riley’s former imaginary friend, Bing-Bong has been out of a job and roaming her mind since she was four, and is delighted at the notion of helping Riley once again, and Joy promises to have Riley remember him once they return to Headquarters. Bing-Bong gives Joy his imaginary bag, which can store infinite objects without changing size, to store the core memories in, and claims to know a shortcut. He convinces the group that, rather than taking an Island (which connects to HQ over a long, narrow pole that looms over the Abyss), they should take the Train of thought, and that he knows where a station is that the train consistently stops at before departing to headquarters. The shortcut proves dangerous however, as Bing-Bong inadvertently leads them into the center of Abstract Thinking, which activates in the middle of the groups venture, rendering them more and more abstract by the second. They barely escape the room, and miss the train by moments due to their close call. The next station that they can catch is only accessible through Imagination land, which Bing-Bong leads them through.

Back in the real world, Riley’s life is beginning to crumble, she alienates her former friends from Minnesota, quits Hockey after one failed goal in tryout (Causing Hockey Island to fall into the Abyss as a result), and struggles to make any friends in her new school. Anger, finally at his wits end, proposes that, if all of Riley’s happy memories were made in Minnesota, then all they need to do is to go back to Minnesota to make more. He locates an Idea (which is depicted as a literal lightbulb which can be plugged into the console at HQ), which would tell Riley to run away, and states that, should more go wrong, they should use it to convince Riley to return to Minnesota.

Meanwhile, in the depths of Riley’s mind, the group comes across old aspects of Riley’s personality and life from when she was a toddler. Among these is Bing-Bong’s song powered “Rocket”, unfortunately, they arrive as her mind is beginning to erase obsolete memories such as these, and Bing-Bong’s rocket is accidentally dumped into the Abyss by a group of workers. Bing-Bong, dejected and heartbroken, collapses at the cliff leading to the Abyss, and begins to cry (when he cries, due to being imaginary, his tears manifest as Hard Candy). Joy attempts to keep the moment positive, but is unable to comfort Bing-Bong, Sadness however, sits down next to her crying friend and soothes him while a bewildered Joy looks on in confusion. Finished crying, Bing-Bong and the group depart towards the Loading Dock.

At night, Joy and her fellow emotions finally reach the loading dock, although it is now so late that the train of thought will not arrive until morning. They infiltrate Dream production, and Joy (Who does not want to cause Riley any more stress than she has already experienced) attempts to make Riley “So happy she wakes up!” (While sadness notes that such a thing has never been done before). Joy’s attempt to awaken Riley goes horribly awry, and she ends up scaring her more than anything else. The workers in dream production then Capture Joy, Sadness and Bing-Bong, and lock them in Riley’s Subconscious, a huge dungeon that houses Riley’s biggest fears. In response, they awaken Mr. Jangles, a colossal, monstrous clown from the depths of her mind, and directs him towards Dream Production, creating a Nightmare that wakes Riley and Jump starts the train of thought. Riley, Bing-Bong and Sadness catch the train, and relax as they approach HQ, discussing their favorite memories.

In HQ however, upset and out of patience, anger initiates his plan, and plants the idea to run away in Riley’s head, which she takes. In order to fund the trip back to Minnesota however, they need money, so Anger persuades Riley to steal her mother’s Credit card to finance her trip. This act causes one of Riley’s islands, “Honesty Island” to collapse, destroying her train of thought. Sadness, Joy and Bing-Bong land near Family Island, and in panic attempt to make it back to HQ from there, even if it means risking a fall into the abyss from the narrow, slippery path back, all while in the real world Riley packs her bag, and runs away, intent on catching a bus to Minnesota. This action causes Family Island to begin to collapse, rendering that route back impassible.

The tremors accidentally rupture a tube that takes needed Memories to HQ, and Joy tries to use it to return. Initially it seems that Sadness and Bing-Bong will accompany her, but Joy observes how the core memories turn blue as Sadness attempts to enter the tube, and she shoves Sadness out. Joy then says that Riley needs to be happy, and seals the way in, attempting to leave behind Sadness and Bing-Bong if it means returning the Headquarters in the process. The tremors rupture her tube though, launching Joy back towards Family Island as it collapses, Bing-Bong, attempting to catch her, is also pulled along, causing the two of them to be dumped into the Abyss, while Sadness watches on the cliff, unable to help.

Joy attempts to run up the cliff multiple times, but Bing-Bong (Already beginning to disappear) tells her that it is futile, and that in moments they will be forgotten. Joy, finally broken, begins to cry, huddled over the core memories that she cherished so. In the abyss, she notices 2 other memories, the sad core memory that she disposed of, as well as a Memory that Sadness said she liked, in which Riley lost a Hockey Game for the team and felt awful. Realizing that in such instances, Sadness served as a beacon to other’s that Riley needed help, Joy comes to the realization that Sadness’s purpose is to call out to other’s for support, and that by preventing Riley from feeling Sad, Joy also prevented Riley from feeling truly happy. Joy has an idea, and begins to sing, which causes Bing-Bong’s rocket (Which was dumped in the Abyss earlier in the film) to stutter to life, and the pair attempt to use it to escape the Abyss.

Using the Rocket, Joy and Bing-Bong launch themselves upward, but miss the cliff narrowly each time. Bing-Bong (continuing to turn to dust as he is forgotten) realizes that they are too heavy to make the whole flight. He does not share this realization with Joy however, instead bringing the rocket to the top of a huge hill, and tells Joy to  sing as loudly as she can, and that he has a good feeling about this attempt. They go down the hill on the rocket, and Bing-Bong, at the last minute, leaps off as Joy sings. Now light enough, Joy reaches the cliff and is saved, only to realize Bing-Bong’s sacrifice at the last minute. She looks over the cliff at Bing-Bong, who waves to her, and asks her to “Take Riley to the Moon” for him (The entirety of the film he is shown to be planning a trip to the moon with Riley using his Rocket, the last thing that Riley and Him did before she outgrew him). Bing-Bong then disappears, forgotten.

In the Real world, Riley boards the waiting bus to Minnesota, just as the other emotions begin to have doubts. They discover however, in an attempt to abort the plan at the last minute, that the idea has taken control of Riley completely, rendering their console (which they use to advise Riley) useless. Riley is on the bus, and none of the emotions present can make her leave.

Joy, inspired, attempts to reconcile with Sadness, but discovers that Sadness has hopped onto a cloud and flown away, believing that she is useless and Riley is better off without her. Using the “Imaginary Boyfriend Creator” in imagination land, Joy flings herself onto a colossal trampoline, and grabs hold of sadness, before colliding with the glass of HQ, where the other emotions realize that Joy and Sadness are nearly back. Disgust begins to insult anger, until his madness erupts (literally) in the form of a colossal blast of fire from his head, which Disgust uses to burn a hole through the glass, allowing Joy and Sadness to return.

The other emotions plead Joy to get Riley to leave, but Joy instead encourages Sadness to try. Sadness is successful, and manages to detach the idea from the Console, allowing her to direct Riley again. Under Sadness’s guidance, Riley returns home to find her worried parents. Joy then hands Sadness all of the core memories (causing them to become sad) and sadness, one by one, inserts them into the projector above the console (which causes Riley to think about them). This causes Riley to begin crying in front of her parents, admitting that she deeply misses her old life. This prompts her parents to comfort her, and the family reconciles and embraces. Sadness beckons Joy over, and the two simultaneously hit a button, causing a still crying Riley to smile in her parent’s arms. This creates a new core memory, a mixture of Sadness and Joy, to form, recreating Family Island.

An indeterminate time later, things have somewhat returned to Normal. Riley’s mind is full of new core memories which are fusions of various emotions (Disgust and Fear, Joy and Anger, etc.). The emotions have their console upgraded to the “Teenage” edition, complete with new features such as Swear Words for Anger, Censoring for Fear, etc., as well as a large button that reads “Puberty” (to which Joy questions it’s use, then concludes that it probably isn’t important), the emotions are happy, and Sadness is finally treated like an equal. Together they are adjusting to Riley’s new life, and for the first time since the ordeal again, Riley is happy.

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