NOTE: This spoiler was submitted by Jeremy

The film opens as Riley Andersen (Kensington Tallman), now 13 years old, is getting ready for a hockey match. While her parents (Diane Lane and Kyle MacLachlan) cheer her on, Riley’s emotions – Joy (Amy Poehler), Sadness (Phyllis Smith), Anger (Lewis Black), Disgust (Liza Lapira), and Fear (Tony Hale) – guide her actions throughout the game. During the match, Riley trips an opponent and is put in the penalty box.

During this time, Joy catches the viewers up with what’s been going on with Riley since last time. She has tried to branch out to other hobbies and has made two new best friends, Grace (Grace Lu) and Bree (Sumayyah Nuriddin-Green), who are also on her hockey team. Other islands have also formed in Riley’s head to go with her newfound interests. The emotions have also gathered Riley’s memories to create a Sense of Self for her, where she views herself as a good person and friend. When Riley gets back in the game, she scores the winning goal, leading to her parents, friends, and emotions to cheer her on. Coach Roberts (Yvette Nicole Brown) approaches Riley, Grace, and Bree to invite them to attend a hockey camp to show off their skills and so Riley can be part of the high school’s team, the Fire Hawks.

Before Riley goes to bed, her parents express excitement in her being invited to the hockey camp, but she gets too hard on herself and thinks that the penalty she got almost cost them the game. Joy takes this memory and uses a recall tube to send all of Riley’s unpleasant memories to the back of her mind. As the emotions settle in for the night, Joy brings Sadness down to the Belief System where Riley’s Sense of Self is organized.

At night, the emotions are woken up by the “puberty” alarm on their console going off. A construction crew of Mind Workers then bursts in and starts making changes to Headquarters before setting up a new console. Riley then wakes up and is greeted by her mom to get her ready to go to hockey camp. When Anger, Sadness, and Disgust touch the console, Riley appears to overreact to her mom, leaving them confused.

Riley’s parents take her, Grace, and Bree to hockey camp. On the way there, Riley finds out that Grace and Bree are being coached at a different high school, meaning they will not all be on the same team in their new school years. Joy helps keep Riley together until the girls arrive at the camp, and Sadness lets Riley have a little cry over not being with her friends the next year. Riley snaps out of it when she sees Valentina “Val” Ortiz (Lillimar Hernandez), the captain of the Fire Hawks that she idolizes. When Riley tries to talk to Val, new emotions begin to appear in her head.

The original emotions first meet Anxiety (Maya Hawke), who nervously tries to make a good first impression and has Riley awkwardly introduce herself to Val. This is followed by Envy (Ayo Edebiri), who nearly touches the red streak in Val’s hair before Disgust pulls her away. Embarrassment (Paul Walter Hauser) emerges to react with shame over this, and he is also too shy to talk to the other emotions. Another emotion, Ennui (Adele Exarchopoulos), appears on the couch and operates the console through an app on her phone. The last emotion to appear is Nostalgia (June Squibb), but Anxiety says she won’t be needed for way later on in Riley’s life.

Despite wanting to stick with her friends, Riley joins Val so that she can make a good impression on her and her teammates. They go to the locker room, but Joy takes over the console from Anxiety when Grace and Bree show up. Riley goofs off with them, leading Coach Roberts to chastise her and make all the girls give up their phones. When Riley makes a comment about Coach Roberts, it ends up making her force the team to do skate lines, which leads the other girls to get mad at Riley, making her more embarrassed.

While practicing, Riley overhears Val’s teammates saying how Riley is making a bad first impression. Embarrassment and Sadness both make Riley cry, but Anxiety steps in so that Riley can talk to Val and apologize for goofing off and getting the other girls in trouble. Val is nice to her and continues to invite Riley to hang with the team.

Coach Roberts has the girls split off into teams. When Riley has to choose between joining Grace and Bree, or going with the Fire Hawks. Joy tries to tell Anxiety that Riley’s Sense of Self would lead her to join her friends, but Anxiety pulls the Sense of Self out and sends it through the recall tube, as she feels that Riley needs to go through major changes to secure her future. When Joy protests, Anxiety has Embarrassment put the original emotions in a jar and sent away to stop them from interfering. Anxiety uses one of her recent memories to take to the Belief System to form a new corrupted Sense of Self for Riley, leading her to join Val instead of Grace and Bree.

The original emotions are sent to The Vault and placed alongside other fictional characters that Riley is familiar with, like a children’s cartoon character named Bloofy (Ron Funches) with his magic pouch, Poucy (James Austin Johnson), plus a “Final Fantasy”-esque video game character named Lance Slashblade (Yong Yea) that Riley (and later Disgust) has a crush on. The emotions are broken out by Deep Dark Secret (Steve Purcell) and blow the door out using dynamite from Pouchy. When the security guards go after them, Lance uses his special move, which is just him rolling, but it works well enough to get the guards to clumsily lock themselves into another vault.

The five start running back toward Headquarters, but Joy is determined to recover Riley’s Sense of Self before going back. They end up stuck in a dead end in the Hall of Memories before seeing that Riley is starting to wake up. The new emotions have her getting up early to practice hard so that she can make the Fire Hawks. It ends up allowing Riley to bond more with Val, though Grace and Bree notice Riley drifting away from them.

On their way back to HQ, the emotions send Sadness through a recall tube so that she can sneak in and stop Anxiety’s plans. Meanwhile, Riley ends up having to pretend or dislike certain things around Val and her friends to stay in their good graces. While hanging out, the girls show Riley the coach’s office with her journal that determines whether or not Riley could make the team, depending on Coach Roberts’ opinions. As the emotions try to ride the Stream of Consciousness back to HQ, Ennui’s influence with the cool girls creates a “Sar-Chasm”, which makes anything yelled over it echo sarcastically, and the emotions can’t get help from the Mind Workers because they think the emotions are jerks. This also extends into the real world when Bree and Grace overhear Riley pretending to make fun of her favorite boy band. Before the girls go to bed, Val tells Riley about a scrimmage the next day that is implied to determine her future on the team. Anxiety gathers more memories to create the new Sense of Self.

Joy, Anger, Disgust, and Fear hit another dead end, leading to an argument and Joy blowing up on her friends because she has a hard time leading them and also worries that Anxiety is right about Riley not needing their influence anymore. Anger talks her out of her funk and helps get her back on her feet. They use a tube from the Mind Workers to shoot themselves high enough to see their way back towards the old Sense of Self.

Sadness makes her way back into HQ after Anxiety and Envy recall a bunch of useless memories. Embarrassment notices Sadness but helps keep her hidden. Meanwhile, the other four find Imagination Land and discover a room where Mind Workers are made by Anxiety to come up with hypothetical negative scenarios to push Riley to do well enough to make the Fire Hawks. Joy leads her friends to come up with positive scenarios before Anxiety catches on to them. Joy manages to rally the Mind Workers to rebel against Anxiety. The four escape by flying a Riley parade float.

Anxiety ends up having Riley wake up and sneak into Coach Roberts’ office to look at her journal. Sadness sneaks by and swipes Ennui’s phone to use her console app and stop her from looking at it, but Anxiety takes it back and makes Riley open it, and it says “not ready yet” under her name. Riley is left upset, so the new emotions try to summon some ideas to step up her game. The other four get caught in a storm of ideas as they continue to float by, and Joy has them try to break them as they fly their way. A big idea comes flying their way, which they see as their only way out of the storm, but it slips through the tube and leaves them behind. Riley ends up not sleeping and tries practicing even harder before the scrimmage. She also dyes a red streak in her hair like the rest of the Fire Hawks. Anxiety’s new Sense of Self is now complete, but it makes Riley believe that she is not good enough.

The four finally make it to the back of the mind and find the old Sense of Self. Embarrassment tries to help Sadness sneak by to use the recall tube to bring her friends back up, but Anxiety catches them and breaks the tube, completely destroying it and leaving the others with no way to get back. Joy is overcome with despair and comes to the realization that growing up means you feel less joy, but it doesn’t mean that they will let Riley stay that way.

The scrimmage begins with the Fire Hawks playing against Grace and Bree’s team. Riley goes hard and tries to prove that she is the best but she ignores the rest of her team as she tries to beat Val’s record of scoring two goals as a freshman. Per Anger’s suggestion, they summon Pouchy and get a ton of dynamite from him to cause an avalanche of bad memories that they will ride back to HQ. The plan works, but by the time they get there, Riley has gotten herself into the penalty box after her attempt to score her third goal causes her to slam into Grace and send her tumbling. Riley feels extremely guilty and begins to suffer an anxiety attack due to the emotion putting too much pressure on her, all while Anxiety desperately tries to fix everything.

The new and old emotions come together to try and pry away the anxious Sense of Self, while Joy pushes herself towards the console. Anxiety is caught in a tornado of her own making, unable to stop what she has done and sadly resigning to her failure. Joy convinces Anxiety to let go of the console. Joy replaces the corrupted Sense of Self with the old one, but it eventually gets replaced again with a new Sense of Self that is combined with all of the good and bad memories. The emotions, now joined by Anxiety, all come together to embrace the new Sense of Self, finally allowing Riley to calm down. Bree and Grace approach Riley in the penalty box, and she apologizes to them for her behavior. The two forgive her and still view her as a best friend. They proceed to finish the scrimmage.

Months later, Riley begins school with the Fire Hawks and waits with them to see if she made the coach’s list. She continues to talk to Bree and Grace, who are also waiting to hear the results. In Riley’s head, the emotions now all work together to balance Riley’s feelings and ever-changing emotions to form her complex personality, accepting of her mistakes and play up to her strengths. Riley’s phone then buzzes, and as she sees the results, she looks up with a big smile.

During the credits, the Anxiety is Riley’s parents’ heads are seen after she is nonchalant over her hockey camp experience. After the credits, Joy goes back to the Vault to find Deep Dark Secret to ask what Riley’s big secret is. He says it’s that she burned the family’s rug, but Joy says she thought it was when Riley peed in the pool. Secret then goes back inside the vault.

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Riley is now 13 and getting ready to enter high school to play for a hockey team she admires. Once she enters puberty, her old emotions - Joy, Sadness, Anger, Disgust, and Fear - meet the new emotions - Anxiety, Envy, Ennui, and Embarrassment. Riley attends a hockey camp with her best friends Grace and Bree, but she learns they are going to a different high school in the fall. Riley also tries to hang out with Val Ortiz, captain of the Fire Hawks team that she wants to join. She ends up hanging with the Fire Hawks but ends up pushing Grace and Bree away.

Anxiety takes over Riley's mind and has the original emotions locked away. They escape and try to make their way back to Headquarters, but Joy wants to recover Riley's Sense of Self that Anxiety threw away to make way for a new one. Sadness makes her way back to try and stop Anxiety's plans, as she, Envy, and Ennui start negatively affecting Riley's personality, but Embarrassment tries to help Sadness in secret. Anxiety makes Riley look at her coach's journal, and after seeing she doesn't think Riley is ready, it puts extra pressure on Riley to be the best and creates a corrupted and anxious Sense of Self.

During a scrimmage game that will determine Riley's future on the team, Anxiety's work and preventing Joy and her friends from returning causes Riley to injure Grace and gets put in the penalty box, resulting in Riley having an anxiety attack. Anger finds a way to get them back to HQ, and Joy manages to pull a repentant Anxiety away from the mind console. With the combined good and bad memories that Joy tried to suppress, a new, more complex Sense of Self is created, allowing Riley to accept her mistakes and play up to her strengths.

Riley reconciles with Grace and Bree as they start school apart, while the new and old emotions now manage to balance Riley's feelings. It is also implied that Riley made the team in the end.