"Inside Out" is so much more than tween angst.

Directed by Pete Docter, a valued member of Pixar's coveted braintrust and the genius behind "Monsters, Inc." and "Up," "Inside Out" takes place mostly in the head of an 11-year-old girl named Riley, who has just moved with her parents from Minnesota to San Francisco. She has to attend a new school, make new friends and sacrifice her favorite pizza toppings in favor of kale and broccoli (yuck) -- and all of these changes have a tumultuous affect on Riley's emotions. Thus begins the real adventure that takes place inside Riley's head.

There, we meet Riley's emotions: ringleader Joy (Amy Poehler), anxiety-prone Fear (Bill Hader), hotheaded Anger (Lewis Black), eye-roller extraordinaire Disgust (Mindy Kaling), and the real Debbie Downer of the group, Sadness (Phyllis Smith). They're pretty much at the helm of Riley's brain. They influence her actions, log her memories and are in charge of her "Personality Islands."

During a recent press day for the film, Docter told MTV News that "Inside Out," which is co-written and co-directed by longtime Pixar animator Ronnie del Carmen, was inspired by watching his own daughter grow up. By age 11, he started to notice a change in his pre-teen daughter's own personality.

"Looking at my daughter, she’d come home from school and she’d be like in a complete state of disarray because of something her friend said," Docter explained. "And we’re like, she probably didn’t mean it, and she’d be like, 'You don't understand.' And so, as a parent you’re kind of like ugh, but I remember at the same time being a teenager myself and feeling the same way. So what we try to do, we tap into it ourselves for one, and remember what it was like, and for me that was a very difficult time and a very formative time."

Growing up introverted and somewhat socially awkward himself, Docter's rural upbringing had a huge influence on the film. "It's something I probably am still struggling with in some way and why this story was resonated with me," he added.

But in order to truly know understand a tween girl's heightened emotions, well, he had to consult with women -- lots and lots of women. "The other thing we did was talk to women on the crew, and we talked to them about their experiences growing up and what was difficult for them," Docter said. "We got great stories out of that."

"And we'd leave, too," Pixar producer Jonas Rivera added. "We had so many smart women working on this film -- production manager, DP, directing animator, story artist, and we would just kind of bail, and let them talk. We didn’t want it to be like a 40-something year old dude’s version of it. We wanted it to be authentic. What are the emotional stakes? Sometimes it’s just simple little tiny truths or stories or memories."

"My wife, her father was in the navy," Rivera said, "So she moved all the time. And to this day, even now, that has affected her. Just unplugging and meeting new friends. The more women we asked to share their experiences, the more truthful our story."

One of the film's greatest strengths is the way it presents Riley's emotional responses without trivializing them the way the media often does to teen girls' emotions.

"We really focused on making it truth, and not making fun of it," Rivera said. "It's really about the emotional stakes of growing up. We even talked, little things like exercises in storytelling, whether or not it's in the movie or not. Riley would walk into her class and maybe her best friend wouldn't sit by her, which is not a life or death situation, but inside, to the emotions, like that is a huge..."

"What does that mean, what does that mean, does she not like us anymore?" Docter added. "We found in this film, the larger the disparity between the outside and the inside, the more fun. So outside is kind of nothing, inside it's ahhhh."

When it came to assembling Riley's all-star team of emotions, Joy seemed like a natural fit for the lead. Childhood joy, in all of its pure simplicity, is universal -- and more or less, fleeting.

"As a parent, you want your kid to be happy," Docter said. "Even as an individual you want to be happy. We have tons of self-help books on finding your inner joy and hoe to be happy, so it seemed like a rootable goal for a main character to have, because we all want it ourselves. But life is tough. It doesn't always work out, and one thing we did in the course of making the film was to talk to a lot of psychologists and psychiatrists and really try to figure out why we have these emotions. What purpose do they serve?"

For the last 11 years, Joy has helmed the controls of Riley's mind with her (jolly) iron fist and cheerleader attitude. But when Riley's life is turned upside down, Joy starts to lose her control, thanks to Sadness, who bumbles around Riley's brain accidentally turning her joyful memories into something more somber. It's not intentional; Sadness can't help herself.

"Sadness was one of those where at the beginning, we’re kind of like what is the purpose of sadness, and really get why you want to be sad, why do we have it," Docter said. "It was Dacher Keltner, a psychologist we talked with a lot, who turned us onto the idea of it. Sadness slows you down. Sadness is a response to loss. So if you lose something important in your life, life is not going to be the same. You can’t just go on as if everything is fine. You need to slow down, and this is what sadness does in sort of a physiological way. So all those things were things that we took advantage of in the story. And Joy comes to understand all that stuff."

By the end of the film, which takes Joy and Sadness on a difficult, yet emotional journey through Riley's brain, Joy realizes that Sadness isn't so bad after all. It's a perfectly normal emotional response -- one that we often stigmatize and try to hide in our own lives.

"When we pitched the movie to Amy Poehler, she said, 'Oh my gosh, I have two boys and I literally tell them don’t be sad. I tell them that! Why do people do this?'" Rivera recalled.

"When my kids were young and their very first few months of this film, our dog died, and I was devastated," he added. "And I remember having to tell my daughter Elsa and she didn't understand, so I said, 'No, no, no, she’s in puppy heaven and there’s hamburgers up there and squirrels.' I totally copped out. She was five. I remember really struggling with that. I just couldn’t let her feel sad. I actively steered her away from it. Obviously, as she gets older, you can't do that."

"Inside Out" hits theaters on June 19.