The Inside Out 2 panic attack scene is one of the best depictions of anxiety ever – and something Pixar director Kelsey Mann is incredibly proud of: "I couldn't be happier"

I remember my first panic attack like it was yesterday. It was 12 years ago during a school exam, seemingly coming out of nowhere upon opening the test paper, seeing jumbled letters instead of words. Soon enough the world around me started spiraling, as I clutched at my chest unable to breathe, with my mouth struggling to form words as an invigilator asked me what was wrong.

Although I didn't know it at the time, I was having my first anxiety attack – which is something that still happens from time to time today. They are always surreal events that are difficult to describe, but I put it that they are like out-of-body experiences, just ones where you are overwhelmed with confusion and terror. During these attacks, it feels like I'm looking at myself from another room or from up high, desperately fighting to get back to reality.

Which is perhaps why I was so taken with the anxiety attack scene in Disney's smash hit sequel Inside Out 2 earlier this year, which remains 2024's highest-grossing movie at the box office. Now, don't get me wrong, there have been authentic panic attack scenes before in both cinema and television history, with The Sopranos to Ted Lasso coming to mind – but none have felt more truthful, more affecting, more downright honest than the one in Pixar's latest feature.

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Picking up with Riley two years after she moved house, we see her start high school and head to hockey camp which is where, you guessed it, the 'puberty alarm' goes off. Enter new emotions Envy, Embarrassment, Ennui, and most importantly Anxiety, voiced by the always brilliant Stranger Things star Maya Hawke.

As Riley aims to impress the cool hockey players she is desperate to befriend, at one point during a poor performance during a tryout match, she hurts another girl which sends her to the penalty box. With Anxiety frantically worrying about what to do, Riley has a panic attack. She starts breathing heavily and crying, whilst inside her head Anxiety desperately swarms around the console, with Joy and the other emotions unable to break through – all of which is beautifully brought to life with animation. It's all quite spectacular really, leaving me shaken.

All About... Anxiety?

But where did the idea for the scene come from? As director Kelsey Mann tells GamesRadar+ during an interview earlier this month, as soon as he came up with the character of Anxiety, the filmmaker knew that he therefore had to include a panic attack scene – something both he and others could relate to.

He explains: "I was drawn to Anxiety immediately because I can relate to her, both when I was Riley's age and now. I started on this film pre-pandemic in January 2020 and at that time research showed that teenagers were having high levels of anxiety, especially girls, so I thought there was something there, that the world could use a story about this. Then we went into the pandemic and it made everything worse for everyone, not just teenagers."

Mann's pitch though for the movie, with this scene being a critical part of that, was admittedly unexpected, being inspired by the classic 1950 drama All About Eve, which follows an ambitious young fan as they start to be a part of an aging Broadway star's life. The similarities between that and Inside Out 2 may not at first seem obvious, especially if we are just focusing on the panic attack scene, but for Mann it was very clear.

As he tells us: "I wanted to do something different from the first film so I pitched it as a takeover movie inspired by All About Eve. We looked at what anxiety is and what it can do when it goes too far, which led us to the panic attack scene. What does it do to your body when it’s all over the console? What happens when we hit the extreme?"

Which is what we see in this moment, with Anxiety speeding around the console so fast in an effort to regain control, that she forms a tornado around it.

This prevents the other emotions from being able to break through, being left unable to help both Anxiety and Riley. It's a striking image that perfectly captures the lack of control you feel during a panic attack but for Mann, the tornado also represents that Anxiety is fighting with everything she can to help the teenager out: "We like that tornado effect because Anxiety wants to do the best for Riley. My favorite line in that scene is when Joy pulls Anxiety off, she says 'I’m so sorry Joy, I was just trying to protect her'. I love that line so much, they are like parents arguing over how best to take care of their child but they're both doing it from a place of love. That tornado is something she couldn't stop, she was trying to help but got overwhelmed and I feel that as a human."

Getting back to the present

Throughout the scene, the animation makes clever use of both depth of field and lighting to isolate Riley from her surroundings, with the background shaking whilst becoming colder and brighter. Then when she comes out of it, her surroundings come back into focus with the lighting growing warmer, as she begins to calm down, finding her way back into reality. It's all very smart with every single element coming into play here, so it's no surprise that this panic attack scene was the very last one the team finished.

Mann emphasizes that it was a monumental effort to get it right and that they wouldn't have been able to do so if the various teams weren't on the same page: "It's the last thing we finished because we wanted to get it right and it's very complicated. You are dealing with a lot and everybody has to agree to go in one direction as if one department does their own thing, it won't work. The more Riley amps up in her panic attack, the more the depth of field is going out, but it slowly starts to come back into focus and gets warmer too as she comes out of it. The colors start to soften the more she becomes present."

Continuing, Mann details the thought that went into bringing to life the moment Riley starts to come out of her panic attack, wanting to ensure it is as realistic as possible: "Anxiety is all about perceived threat so you are having a response that you're dying, so a lot of the techniques you use to snap out of it are to stay in the present. There's a beautiful shot where she puts her hand on the bench and she's doing that to use her sense of touch to get her to the now. She's using that touch, she's listening to the skates on the ice, she's feeling the warmth of the sun on her face, and just trying to get in the present."

Naturally, a pivotal scene like this "changed a lot" during production says Mann, with it not being as apparent during the early stages that this was a full-blown panic attack. The location of the scene also changed, with the filmmaker telling us that originally she was going to be in the rafters to bring in some "physical stakes" too. However, ultimately Mann soon realized that "the physical stakes weren’t as impactful as the emotional ones" so the team cut it completely back, resulting in the final scene that we all saw in theaters.

It's clear that it's one of Mann's favorite scenes from the movie and something that he is very proud of, becoming emotional when he speaks about the many people who have thanked him for it from across the world. As he concludes, it has helped him realize a childhood dream, following in the footsteps of one of his heroes: "It's why I wanted to do this in the first place. I'm a huge fan of the Muppets and I remember reading a book about Jim Henson. He had this wonderful quote like 'I hope to be one of the people in this world who makes it a better place for having been there'. I remember reading that as a kid and going, I want to do that. So to feel that I have now done that, I couldn’t be happier."

Inside Out 2 is available to stream now on Disney Plus. For more to add to your watch list, check out our picks of the best Disney movies, as well as the best movies on Disney Plus.