The Inside Out theme world takes place in Riley's Mind. Characters will move along Riley's expansive mind-scape. Every train is substituted with the Train of Thought. Rivers are replaced with chasms leading to the Memory Dump and the lilypads and logs have been changed into clouds. Several objects replace cars such as winged boots, broccoli, and rows of Imaginary Boyfriends . Characters can pick up memory orbs along the way from each of the 5 emotions, orbs that can be further exchanged for points.
If a white platform is stepped on, any orbs the character is holding will be taken and points will be rewarded based on the total amount of orbs carried when stepping on the platform. The more orbs the character has at this point, the more points will be given perorb. The number of points per orb can be calculated as 2.5 + (2.5 * number of orbs). So one orb yields 5 points (2.5 + (2.5 * 1)) * 1, while 18 orbs yield 855 points (2.5 + (2.5 * 18)) * 18. The character cannot carry more than 18 orbs at a time. Any orbs picked up after that are immediately dropped. The character will drop any orbs being carried upon death and they will not count towards the final score.
When the player doesn't move for too long, the recall tube will appear and it will suck up the player, ending the round. This world contains 44 characters and 5 that are unreleased.