Pan down from the Dream Productions Gate, a busy backlot.

"Whoa! This place is huge." Joy smiled widely.

"Bigger than I thought..." (Y/N)'s eyes sparkled.

"Yeah, it looks so much smaller than I expected." Sadness notes as they walk past dream 'movie posters.'

"Whoa! 'I Can Fly'? I love that one!" Bing Bong smiled.

Joy spots a Unicorn sitting in a director's chair as he gasps, holding (Y/N) close, "Rainbow Unicorn! She's RIGHT THERE!" Joy tries to play it cool as they walk past, hand in hand with (Y/N).

Sadness stands there still, "My friend says you're famous. He wants your autograph."

Joy rushed back, "No, no, Sadness, don't bother Miss Unicorn, okay?" Joy looked at the unicorn, "Sorry, she's from outta town. So embarrassing, right?" He pushes Sadness away as (Y/N) pops in.

"He loved you in Fairy Dream Adventure Part 7. Okay, bye. He loves you in an admiring way!" (Y/N) walked off.

They reach STAGE B. A sign below a red flashing light reads, 'DO NOT ENTER WHEN LIGHT FLASHING.'

"Huh. Wonder what that means. Oh well, let's go in!" Bing Bong opens the door as they enter.

Workers scramble to get ready for the production. A Director distributes scripts.

"Set up the classroom set! Today's memories are in, we've got a lot to work with here. Riley dumped her best friend, had a miserable day at school, and quit hockey. The writers have put together a killer script!" The director yells.

Joy cringes at the news as the three hide behind costumes.

😁😁😁

Fear enters drinking tea as we're back at headquarters as Fear was grumbling to himself, "Just because (Y/N), Joy and Sadness are gone, I have to do stupid dream duty..."

😁😁😁

Back with (Y/N), Joy, Sadness and Bing Bong they were watching from behind boxes.

"Okay, how are we gonna wake her up?" Joy asked.

"Well, she wakes up sometimes when she has a scary dream. We could scare her." Sadness suggested.

"That's the best idea we–" (Y/N) was interrupted by Joy.

"Scare her? No no, she's been through enough already." Joy complains.

"But Joy–"

"Sadness you may know your way around down here, but I know Riley! We're gonna make her so happy she'll wake up with exhilaration! We'll excite her awake!" Joy smiled.

"That's never happened before." Sadness said as Joy spots a nearby dog costume and tosses it to Sadness.

"Ooh, Riley loves dogs. Put this on!" Joy throws Sadness the back of a dog costume, "(Y/N), you're in charge of scenery!"

"Um...Got it?" (Y/N) seemed nervous.

"I don't think that'll work." Sadness seemed worried.

"Bing Bong." (Y/N) turned to Bing Bong.

"Yeah?" (Y/N) gives him the satchel containing the core memories, "Don't let anything happen to these."

"Got it!" Bing Bong gave a thumbs up.

The Director checks the monitor, "Mm hm. Add the reality distortion filter."

A Worker slips a filter over the camera lens, transforming the mind workers into replicates of Riley's classmates.

"Love it." The director turns to the actors, "Remember, play to the camera, everyone! Riley is the camera! Makeup, get out of there, we are on in 5,4,3..."

A union harp player strums as the dream is starting. From the camera's POV: the classroom set. Students at desks. An extra playing Riley's teacher reads cue cards badly.

"Hello class. Before we begin today's pop quiz, which counts for 90% of your final grade..." Extra says.

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"Man, she is one bad actress." Fear drinks his coffee.

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The cue card guy flips over the next card, "...I want to introduce our new student. Riley. Would you like to stand up and introduce yourself?" Extra says.

"Camera." The camera adjusts as if Riley is standing, "And... cue Riley."

A Crew Member clears his throat and reads into a megaphone in Riley's voice, "My name's Riley Andersen, I'm from Minnesota and now I live here."

A Student points to the camera, "Ew, look! Her teeth are falling out!" A crew member drops handfuls of teeth in front of the camera.

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Fear seemed dismissive, "Pff, teeth falling out, I'm used to that one. Let me guess, we have no pants on."

On Screen, "Hey look! She came to school with no pants on!" The camera adjusts down to reveal Riley's bare legs as Riley's 'hands' try to block them.

"Called it!" Fear smirked.

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Joy and Sadness are in the dog costume, waiting to go on.

"Ready?" Joy asked.

"I don't think this happy thing is going to work. But if we scare her–" Sadness was interrupted.

"Just follow my lead. Here we go!" Joy yanks Sadness onto the set.

They run around in playful circles. Joy makes puppy noises.

The director started flipping through the script, "Who is that?"

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Fear leans forward, "What's going on?"

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Joy and Sadness run around, Joy licking students and barking. Through the reality distortion they look like a happy puppy. Joy looks at the sleep indicator: Riley is still asleep.

Joy looks to (Y/N), "Psst. You're on! Go!" (Y/N) pulls a rope as balloons drop & A colorful backdrop, "Woo! Let's party! Let's dance. Woo!"

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"Hey, a party!" Fear smiled.

😁😁😁

Riley still seemed to be asleep as on stage, Joy and Sadness ran in circles, barking.

"Joy, this isn't working." (Y/N) whispered.

Bing Bong knocks over a light, causing spooky uplighting. Sadness tries to stop. The dog costume rips in half.

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Fear does a spit take. On screen, a real dog is in two pieces.

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Joy runs after Sadness, "Huh? Sadness, what are you doing?! Come back here!"

"Oh...Love..." (Y/N) rubs her forehead.

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On screen, the front half of a dog chases the rear half, "It's just a dream, it's just a dream, it's just a dream..." Fear gulps and uses the brown bag.

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Riley was still asleep as the Director noticed, "They're trying to wake her up! Call security!"

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In headquarters, Bing Bong appears on screen.

"Hi Riley, it's me! Who's your friend who likes to play? Bing Bong, Bing Bong!" Bing Bong sings.

"Bing Bong?" Fear asks.

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Bing Bong slips, tipping over the set wall.

"Sadness! You are ruining this dream! You're scaring her!" Joy yelled.

"But look, it's working!" Sadness said, as the sleep indicator is starting to tip as Joy's eyes widen.

"Whoa!" But before he can do anything, Security enters.

Director turns to Security, "They are not part of this dream! Get them!"

Sadness pulls (Y/N) and Joy out of harm's way as guards grab Bing Bong.

"Stop right there!" The cop yelled.

"Ow! Hey!" Bing Bong cries.

Director turns to the camera operator, "Pan away! Pan away!" The camera pans away to Rainbow Unicorn making off with a giant cupcake platter from the craft services table.

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"Booooo! Pick a plot line!" Fear called them out.

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(Y/N), Joy and Sadness watch as guards haul off Bing Bong. (Y/N), Joy and Sadness exit Stage B.

"Ow! Ow! Cut that out. Ow! Please... you can't do this! Do you like candy? You look hungry. I can get you candy! Please! Ow. Ow. Ow." Bing Bong cries off-screen.

(Y/N), Joy and Sadness watch Bing Bong being dragged far off to the dark, menacing entry of subconscious.

"No, no no no, there go the core memories...!" Joy calls out.

The door opens as spooky light spills out, "I can't go in there. I'm scared of the dark. Please!" Bing Bong cries as he's thrown in and the door slams shut.

(Y/N), Joy and Sadness head after him, down the long stairway.

"What is this place?" Joy asked.

Sadness spoke in a hushed tone, "The Subconscious. It's where they take all the troublemakers." At the gates, (Y/N), Joy and Sadness hide.

Two clueless guards block the gate.

"My hat feels loose." Other guard gulps.

"Let me see." The guard thinks.

How to get in? Sadness has an idea. Sadness leads Joy and (Y/N) around and behind the guards.

"You got my hat? Or, or is that your hat?" Other Guard says.

"Yeah, it's my hat." Guard once again says.

"You sure? I don't know, look in the label." The other guard took off their hat.

"Yeah, it says, 'My Hat.'" Guard pointed to it.

"Wait, it says, 'My Hat'?" Other Guard questioned.

"'My Hat,' it says." Guard sighed.

"That's what I wrote in my hat." The other guard suspects.

"What are you talking about?" The guard asks.

"You've got my hat on." The other guard said.

"Okay, but it's my handwriting–" Sadness loudly SHAKES the door, "Hey! You!" A guard yelled.

"Oh! You caught us! Heh." Sadness looked dramatic.

"Get back in there! No escaping!" A guard yells.

The guards shove them through and slam the door. Joy gives Sadness an approving nod: nice work. (Y/N) smiled happily. They head forward. This place is spooky.

"I don't like it here. It's where they keep Riley's darkest fears." (Y/N) muttered as she hugged Joy's arm.

Joy spots a dark shape ahead, "It's broccoli!"

"The stairs to the basement!" They scamper away like frightened mice from what was behind them.

"Grandma's vacuum cleaner!" Joy yelled.

The vacuum gives chase. (Y/N), Joy and Sadness lose it and hide behind a rock.

(Y/N) was trying to catch her breath, "Okay, come on." Joy helps (Y/N) up as they walk hand in hand as Sadness makes a loud crackling noise with each step, "Would you walk quieter?"

"I'm trying!" Sadness spoke quietly.

"...Joy..." (Y/N) points to the wrappers.

"What is going–" Joy looks down, "Candy wrappers."

They follow a trail of candy wrappers into the cave to find a crying Bing Bong in a balloon cage, atop a large mound.

"Bing Bong!" Joy softly called out.

"Joy?" Bing Bong called back out.

"There you are." Joy rushed over.

"SHHHHH!" Bing Bong points as they are standing in front of a giant sleeping clown

"It's Jangles." The three looked terrified.

Jangles started talking in his sleep, "Who's the birthday girl, who's the birthday girl..." They gingerly approach Jangles.

Joy climbs up to Bing Bong, "Do you have the core memories?" Joy asked him to give him the satchel as Joy held them close, before throwing the satchel to (Y/N), who caught it.

"All he cared about was the candy!" Joy helps Bing Bong squeeze through, but the balloon-bars make loud twisting noises as Jangles stirs, Joy freezes as he stretches them further... Success! Joy and Bing Bong hurry down and the four rush away, "We're out of here! Let's get to that train.

"Wait. The train's not running. We still have to wake up Riley." (Y/N) said.

"But how?" (Y/N), Joy and Sadness look back at the clown.

"Oh no." Bing Bong gulps.

Together, (Y/N), Joy and Sadness approach Jangles and HONK HIS NOSE. His eyes open. He stands. He's HUGE, towering over them.

"H...hhey Sadness, did you hear about the p-pahh-party that we're having?" Joy loudly said.

"Ohhhh yeah, yes Joy! Isn't it a babahh... birthday party?" Sadness seemed scared by Jangles.

"Did you say... birthday?" Jangles smiled down at them.

"And there's going to be cake, and presents and–" Joy pants out.

"--and games and balloons–" (Y/N) gulped, holding Joy's hand tightly in hers.

Jangles pulls out a giant mallet, "A BIRTHDAY?!?!"

"Okay. Follow us! All three run towards the gate, followed by the giant clown!" Joy smiled, "Nothing like a good scare to wake you up, right?" Joy shared a glance with (Y/N).

😁😁😁

At the front gates, The guards inspect each others' hats.

"Okay, but it's my handwriting." One guard said.

"No, it isn't. That's my handwrit–I wrote that!" The guard complained.

"No, but THIS one's my handwriting–"

BASH! Jangles' mallet smashes through, laughing maniacally. Our four of them run up the stairs, Jangles close behind.

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INT. DREAM PRODUCTIONS - STAGE B - MOMENTS LATER The UNICORN DREAM is mid-production: a Glitter Dance Party, rainbows and sparkles aplenty. The crew is bored.

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In headquarters, Fear is practically asleep.

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The set begins to shake. BLAAAM!

Jangles crashes in, "WHO'S THE BIRTHDAY GIRL?!?!" Jangles yelled.

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Fear shrieks, bashes a button and passes out.

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Riley bolts upright in bed.

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The meter reads 'AWAKE.' (Y/N), Joy and Sadness do a happy dance.

"Come on, let's go!" Bing Bong waved to them as they bolt, leaving Jangles gleefully demolishing the sets.

Moments later, Our four heroes leap aboard just as the train picks up speed.

"Ha ha! We made it!" (Y/N) cheers.

"Whoo-hoo! Ha ha!" Sadness laughs.

"Guess who's on their way to Headquarters?!" Joy grabs (Y/N) and picks her up in celebration, as Joy and (Y/N) quickly blush and he puts her down.

"We are!" Sadness cheered.

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In Riley's room, Riley is sitting up in bed after being scared awake.

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In Headquarters, that morning, Anger and Disgust came out looking tired, rumpled.

"What is going on?" Disgust asks.

"He did it again." Anger grumbles.

Fear was huddled on the floor, "We were at school, and we were naked, and there was a dog, and his back half was chasing him... and then we saw Bing Bong."

"You idiot! It was a DREAM! This is ridiculous, we can't even get a good night sleep anymore. Time to take action." Anger goes and gets the Idea Bulb he held up earlier, "Stupid Mom and Dad. If they hadn't moved us, none of this would've happened. Who's with me?"

Fear stammers nervously as Anger looks to Disgust, "Yeah, let's do it." Anger plugs the Idea Bulb in.

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Riley gets the idea. She takes out her computer.

😁😁😁

Anger smiled victoriously, "She took it. There's no turning back."

"So, how're we gonna get to Minnesota from here?" Disgust asked.

"Well, why don't we go to the elephant lot and rent an elephant?" Anger asked, sarcastically.

"Hey! That sounds nice!" Fear smiled.

"We're taking the bus, nitwit!" Anger smacked Fear on the head.

😁😁😁

On her laptop, Riley pulls up the Transway Bus Lines website.

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"There's a bus leaving tomorrow. Perfect." Anger smiled.

"A ticket costs money. How do we get money?" Disgust asks.

"Mom's purse." Anger simply replied.

"You wouldn't." Disgust seemed surprised.

Anger chuckled, "Oh, but I would. Where was it we saw it last?" He punches up a memory as it comes up and plays.

"Tripledent gum will–"

"NOOOO!!!" Anger's fist slammed down, canceling the memory, "It's downstairs somewhere. Mom and Dad got us into this mess. They can pay to get us out." On the screen it can show Riley's face growing angry.

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The train speeds ahead. The Four of them look out the train door. INSIDE OUT 101.

"How about this, huh? Isn't this nice? You can see everything from up here! Look, there's Inductive Reasoning. There's Deja Vu. There's Language Processing! There's Deja Vu. There's Critical Thinking! There's Deja Vu. Hey look at this, guys! Memories!" Bing Bong ducks inside the train.

Joy looks over to Sadness, "Hey, that was a good idea. About scaring Riley awake. You're not so bad." Joy smiled.

"Really?" Sadness seemed slightly shocked.

"...See..." (Y/N) nudged Sadness with a smile.

"Nice work." Joy turns to sit on a crate inside the train, next to (Y/N), "I can't wait to get the old Riley back. As soon as we get there I'm going to fix this whole mess."

Bing Bong looks at a memory, "Whoa. Is this Riley?" In a recent memory, Riley hoisted in the air by her teammates, "She's so big now. She won't fit in my rocket. How're we gonna get to the moon?

Joy took the memory, "Oh, it's that time in the twisty tree, remember?" Joy smiled, "The hockey team showed up and Mom and Dad were there cheering. Look at her, having fun and laughing. I love this one." Joy showed it to them, (Y/N) leaning her head on his shoulder.

"Mmm. I love that one too." Sadness smiled a bit.

"Atta girl! Now you're getting it!" (Y/N) smiled happily.

"Yeah. It was the day the Prairie Dogs lost the big playoff game. Riley missed the winning shot. She felt awful. She wanted to quit." Sadness noticed how Joy's smile fades, "Sorry. I went sad again, didn't I?

"I'll tell ya what. We'll keep working on that when we get back. Okay?" Joy smiled as (Y/N) nudged him happily.

"Okay." Sadness smiled a bit as Joy put the memory in the satchel.

😁😁😁

In the dining room, Riley sneaks down the stairs. Mom is on the phone in the kitchen with her back to Riley.

"But I just don't understand, why did our moving van even go to Texas?" Mom spoke on the phone as Riley spots Mom's purse on the table. "Multiple customers? Riley opens the purse, "Well, we were promised delivery on the fifth. Uh-huh."

Riley takes out Mom's credit card. She pauses. Is she really doing this? Suddenly Mom turns. Riley panics. Mom looks up. Empty room. Mom was still on the phone, "Excuse me, isn't there any way that you can rush it?" Riley slips off with the credit card.

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The train passes crumbling Honesty Island. Honesty Island crashes into the train tracks. (Y/N), Joy, Sadness and Bing Bong scream.

Workers below see the train falling towards them, "LOOK OUT!"

The train crashes into the cliffside. It slips towards the edge. Joy struggles to get up, but the floor is pitching. (Y/N) held onto Joy's hand.

"Hold on!" Bing Bong yelled.

Workers grab Joy, Sadness and Bing Bong just as the train slides off the cliff and drops into the dump below. Joy looks towards Headquarters.

"That was our way home! We lost another island..." Joy sighed.

"...what is happening?" (Y/N) asked around.

"Haven't you heard? Riley is running away." A worker informed them.

"What?!" Joy & (Y/N) yell at the same time.

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In Riley's Room that Morning, Riley packs her clothes when her expression changes to worry.

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Fear is driving, "Wait, wait, hang on, guys. Are we really doing this? I mean, this is serious."

Anger pushes Fear aside and works the console, "Look. We have no core memories. You want Riley to be happy? Let's get back to Minnesota and make more." He presses a button.

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Riley's worried face goes angry. She packs and exits.

😁😁😁

Back at the Long-Term Memory Cliffs.

"If we hurry, we can still stop her." Sadness points.

"Family Island." (Y/N) seemed worried.

"Let's go!" Joy waved them to follow as the four of them ran along the cliff edge towards the last island.

😁😁😁

With Riley, she was walking downstairs.

😁😁😁

Family Island shakes and crumbles.

"Joy! Joy! It's too dangerous! We won't make it in time!" (Y/N) called out to the nervous Joy.

"But that's our only way back!" Joy called back.

The rumbling causes an end cap of a nearby shelf to break, exposing an open tube. A memory gets sucked up and shot towards Headquarters.

"A recall tube!" Joy smiled.

"We can get recalled!" Sadness and (Y/N) followed as they ran towards it.

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Back with Riley, she goes to the front door. Mom and Dad are in the kitchen.

"Have a great day, sweetheart." Mom smiled.

"See you after school, monkey." Dad waved.

"We love you!" Mom says as Riley doesn't respond, she turns and walks out the door.

😁😁😁

Family Island rumbles. A large chunk of cliff edge breaks off behind them, driving Joy and Sadness forward.

"Go! Run! RUN!" Joy yelled.

Joy steps into the disconnected tube, ready to sail up to Headquarters. (Y/N) climbs in after Joy as Joy grabs (Y/N)'s hand and pulls her in. Sadness tries to climb in, with (Y/N)'s help, but there's not enough room; she jostles, pressing against the satchel. The Core Memories start to turn blue.

Joy grabs the satchel as (Y/N) hands it to him, "Woah woah! Sadness!" Joy pushes her back, "Sadness, stop! You're hurting Riley!" Joy pulls a core memory from the satchel as it is bright blue, but slowly fades back to normal.

"Oh no, I did it again..." Sadness looked down sadly.

"If you get in here, these core memories will get sad!" Joy informed her.

"Joy...We're not leaving, Sadness!" (Y/N) said, "...Sadness, wait! I'm coming to get you!" (Y/N) called.

Joy watches Family Island crumble. He looks down at Sadness. Joy, panicked, decides. As (Y/N) quickly let go and rushed back to Sadness to help her get in.

"I'm sorry. Riley needs to be happy." Joy pulls the tube closed and starts up alone.

(Y/N), Sadness and Bing Bong watch, betrayed and despondent. Joy looks guilt-ridden, but looks on towards Headquarters. Suddenly, the cliffside rumbles. Joy's tube breaks. Joy falls! Bing Bong runs forward to help her, but the ground beneath him crumbles away. Joy and Bing Bong tumble into the abyss.

"Joy!!!" Sadness yelled.

(Y/N)'s eyes widened, "JOY!!!" She yelled louder than Sadness did as she cried.