The greatest cartoon Chuck Jones ever created was Duck Amuck (1953). In the seven-minute short, Daffy Duck is tormented by his creator, the mostly unseen animator. It’s glorious, free-associating meta humor, way ahead of its time. Pete Docter and Ronaldo Del Carmen’s Inside Out contains a great sequence that echoes the surreality of Duck Amuck, when its heroes enter a “realm of abstract thought” and are transformed into conceptual representations of themselves. It’s the story’s intellectual centerpiece (although not its heart), highlighting both what’s brilliant and what’s incomplete about the movie.

You probably know the setup, but let’s recap. Riley is a young girl who moves with her parents from Minneapolis to San Francisco. Inside Out imagines a “headquarters” (nice pun) inside Riley, run by five emotions: Joy (Amy Poehler), Sadness (Phyllis Smith), Fear (Bill Hader), Anger (Lewis Black), and Disgust (Mindy Kaling). The emotions are represented as humanoid figures, and they provide input for how Riley interacts with the world. If Joy is at the helm, Riley is likely to smile. If Sadness drives, she might cry. Every interaction produces a memory, colored according to which emotion was in charge at the time. At the end of the day, the memories are sent to long-term storage. Some become core memories, the foundation of Riley’s personality.

After the move to San Francisco, Sadness touches a happy memory from Minneapolis, turning it from yellow (Joy) to blue (Sadness). This sets off a string of mishaps that result in Joy and Sadness being swept out of headquarters. Anger, Fear, and Disgust are left in charge. (If you’re not saying “ahhhh…” right about now, this film probably isn’t for you.) The rest of the movie concerns Joy and Sadness’ efforts to return and “save” Riley. Stops in their travels include long-term memory storage, the aforementioned realm of abstract thought, imagination, train of thought, dream factory (modeled after a Hollywood studio), Riley’s subconscious, and the dreaded pit of forgotten memories.

All of the above provides a wealth of material for the Pixar team to illustrate. Their work has been so good for so long that it’s easy to overlook, 15 films in. The animation here is top-notch and often inventive, but skews toward Monsters Inc. mayhem (also directed by Docter), as opposed to WALL-E gorgeousness (2001 and 2008, respectively). Docter has said that the second half of Inside Out originally concerned Joy and Fear, which allowed plenty of gags but didn’t go anywhere. Mixing Joy and Sadness is so brilliant it seems obvious; Pixar scrapped half their movie and practically started over. That might be why the finished product seems…  unfinished.

The sequence in Riley’s subconscious features one fabulous gag but is otherwise devoid of what could have been dozens of creative depictions. Likewise, the pit of forgotten memories has lovely bits but still feels underdeveloped. Imagination isn’t as freewheeling as I’d hoped. Even the realm of abstract thought only develops its concept in a linear fashion, taking few of its cues from Chuck Jones. I wish some autobots would control headquarters when the emotions aren’t driving (they’re in other parts of the psyche, doing jobs like cleaning out long term storage and creating dreams.)

To criticize a film as inventive and well-constructed as Inside Out for not being inventive ENOUGH seems churlish. I love the movie, consider it great, but not quite a masterpiece on par with Pixar’s best work. The story’s structure is uncluttered, providing a robust framework for abundant comedic and metaphorical elements. Its heart is gold, often wringing tears of recognition from me and those sitting nearby. I’m talking about satisfying, gratefully bittersweet tears – reinforcing and illustrating the moral. So here’s the thing. Inside Out feels incomplete to me, and I came up with a wish list. But my list only builds on the wonderful film Pixar has already created. And ten people might have ten different lists.

Here’s what I loved. Amy Poehler’s voice work is brilliant. Many have already compared it to her TV work as Leslie Knope, which is so obvious and true you can’t shake the association (the producers MUST have chosen her on that basis.) I also loved Richard Kind’s performance, but won’t spoil the surprise of his character. The dream factory sequence is hilariously conceived and edited – Fear’s reactions (on dream duty in headquarters) push it over the top; sublime. The biggest adults-only laugh in my crowd was the line “I’m from Canada.” The scenes where we peek into headquarters in other people (once in the middle, then again during the credits) are gut-busters.

In the end, you might be surprised at how much insight and real emotion Inside Out provides. Not just “isn’t that clever,” but “I hadn’t thought about it that way before.” I counted several “aha’s,” usually followed by tears. Roger Ebert wrote that movies are machines for creating empathy. He would have liked this one.