Catmull argues that while honesty is universally endorsed, fear and self-interest often cause people to withhold their ideas in the workplace. His remedy is to substitute “candor” for “honesty,” reasoning that candor carries fewer moral connotations and therefore allows people to “forthright” without the fear of giving offense. He describes his work to codify this approach in tangible ways, detailing Pixar’s creative peer-review mechanism, the Braintrust. Now seen as a necessary way to evaluate films in progress, this group evolved from the working relationships among John Lasseter, Andrew Stanton, Pete Docter, Lee Unkrich, and Joe Ranft, who critiqued each other’s work during the development of Toy Story. The Braintrust was formally named during the 1999 rescue of Toy Story 2 and was later expanded into a more fluid group whose membership is tailored to the projects in question. At this point in Pixar’s development, Catmull and general manager Jim Morris often attended such meetings with an eye toward protecting the group’s founding compact of offering constructive (and crucially, optional) suggestions without crushing a director’s morale or usurping their creative authority. Steve Jobs was excluded by mutual agreement, as his dynamic, overbearing presence would have overwhelmed people and discouraged them from being candid.

Catmull explains that two principles distinguish the Braintrust from standard Hollywood notes: Its members are experienced storytellers, and the group holds no authority to mandate fixes. Directors may reject any suggestion but must address the identified problems somehow. This structure reduces defensiveness because directors understand that scrutiny of the film does not equate to criticism of them personally. Andrew Stanton compares the Braintrust members to trusted doctors, while Bob Peterson, a Pixar writer and voice artist, calls it a benevolent, all-seeing eye. Using examples from Pixar films such as WALL-E, Toy Story 3, and The Incredibles, Catmull shows that even the Braintrust’s misdirected “notes” helped to steer directors toward solutions for fixing problematic scenes.

For films with deeper problems, Catmull states that the less intimidating setting of Mini-Braintrusts tend to encourage franker exchanges. The company also employs Two-Day Offsites—the act of physically relocating the team in order to gain a fresh perspective on the problem. In 2012, a creative offsite brainstorming session for Frozen led to the decision to transform the character Elsa from a villain into a loving sister. Similarly, the film Zootopia—which featured predators and prey living together in harmony—was going in the wrong direction until Andrew Stanton observed that the use of shock collars on the predator characters made the world repellent from the very beginning. Directors  Byron Howard and Jared Bush responded by eliminating the shock collars and introducing an optimistic bunny character to balance out the cynical fox, Nick. The decision required major technical changes but made for a much better film.

A 2023 postscript explains that the Braintrust’s meeting process was formalized after Disney executive Tom Schumacher—who had provided valuable outside feedback—left his role, leaving a gap to be filled by other creative voices. Catmull restates that in effective Braintrust meetings, participants are on an equal footing, kindness is shown toward the filmmaker, and honest notes and suggestions are provided.

The smoothest Pixar production to date—Toy Story 3, which was directed by Lee Unkrich and produced by Darla Anderson—began in 2007 at an offsite retreat near San Francisco, where the team locked onto the concept that the young boy in the film, Andy, would now be old enough to attend college, leaving his toys behind. When Steve Jobs called to check on the film’s progress, he warned that a trouble-free production was a dangerous place to be. His caution proved apt: The following years brought director replacements on two Pixar films and a complete shutdown on a third.

Against this backdrop, Catmull argues that failure is an inevitable byproduct of trying something new. Andrew Stanton’s advice to “fail early and fail fast” (123) contains the assumption that creative mistakes are essential to learning, much like falling while learning to ride a bike. Those who attempt to avoid failure lose momentum, damage group morale, and produce mediocre, derivative work. Catmull states that a Pixar director is only replaced when the crew loses confidence in their ability to complete the film—not necessarily when mistakes are made along the way.

Catmull states that Pixar’s most instructive misfire was an unusual story about the last two blue-footed newts, who had been forced together by scientists. Led by a first-time director who lacked the ability to move from theorizing ideas to implementing them, the project became mired in abstract discussion and was shut down in May 2010. In March of the following year, a creative team convened to diagnose the issues involved in several missteps, determining that newer directors lacked the informal apprenticeship that earlier directors like Pete Docter had received from their work alongside John Lasseter. The group decided to create a formal mentoring program for directors that would be overseen by Pixar’s head of management development, Jamie Woolf.

A 2023 postscript introduces a three-stage model for managing risk and explains the Three Pitches Rule, which requires directors to simultaneously develop and present three project ideas to leadership. By focusing on more than one idea, directors are less prone to getting fixated on just one.

Catmull recalls his vantage point during Disney Animation’s roaring success in the early 1990s, back when Pixar was under contract to develop CAPS, Disney’s animation-production software. Catmull traces how the studio’s success created pressure to keep its growing workforce occupied. He calls this force “the beast,” noting that any large group that must be fed a constant supply of new material. After the release of The Lion King in 1994, Disney entered a 16-year box-office slump, which, for Catmull, was caused by the company’s decision to sacrifice quality for the sake of feeding production demands.

Catmull then posits that new and truly original ideas, like an “ugly baby” are rarely perfect and have very little resemblance to the fine-tuned finished products they will become. He insists that if executives are too critical of these fragile, “newborn” ideas, they can destroy the creative process before it truly begins. For this reason, he recommends protecting new ideas and giving them time to grow. Pixar’s first confrontation with its own metaphorical beast came during the 1999 production of Finding Nemo. Hoping to improve efficiency by locking the story early, the team instead found themselves reworking major elements deep into production. Because the final product was so different from the initial idea, the experience led Catmull to conclude that making something great must always supersede the pressure to make the process faster or cheaper.

The chapter argues that both beast and baby must coexist in a difficult, ever-shifting balance. Different “constituencies”—story, art, marketing, finance, and consumer products—each pursue legitimate but competing goals, and Catmull believes that if any group wins the struggle outright, the finished product will suffer. Catmull illustrates the principle of protecting new ideas by recounting his determination to begin an intern program. When production managers resisted the idea of funding and babysitting interns, Catmull launched the first intern cohort as a corporate expense. Once the program proved its worth, managers voluntarily absorbed the cost. The chapter closes by citing a critic’s monologue from Ratatouille to underscore the idea that new ideas need allies to help them grow.

In 2006, when Catmull announced Disney’s acquisition of Pixar at a company-wide meeting, he mistakenly promised employees that Pixar would not change. For months afterward, normal business adjustments were blamed on the merger, and many employees accused him of going back on his word. He had to clarify his message, stressing that some change is inevitable and necessary.

Catmull argues that randomness is essential element that inspires creativity. The film Up went through four major transformations. Initially a story about feuding princes in a sky castle, it shifted to feature a depressed widower named Carl Fredericksen and a pestering young boy scout named Russell. Accepting the doctrine that dramatic change is required to reach a film’s emotional core, director Pete Docter would manage his team’s resistance by framing new ideas as hypotheticals, encouraging them to play around with different concepts.

Catmull illustrates the dramatic impact of randomness by introducing “stochastic self-similarity” (183)—the idea that patterns recur across different scales. Specifically, he argues that big and small problems are structurally alike and deserve the same measured response. During the production of Toy Story 2, for example, an accidental Unix command deleted 90% of the film, and the backup system had also failed. The film survived only because supervising technical director Galyn Susman just happened to have been making weekly copies of the film on her home computer so that she could get work done while caring for her newborn. Rather than assigning blame for the deletion, Pixar focused on restoring the film and fixing the backup systems to prevent such a debacle from recurring. Catmull marvels that two random events collided to nearly destroy the film, while a third random event ensured its survival.

Opening with the Greek myth of Cassandra, who was cursed to speak prophecies that no one would believe, Catmull muses that the real curse falls those around her, who cannot perceive the truth of her words. He segues into a broader discussion of all the “hidden” problems, dynamics, and information that can compromise leaders’ efforts despite their vigilance.

In 1995, when Steve Jobs argued for Pixar to go public, reasoning that the company needed a financial cushion for an inevitable, unforeseeable failure, Catmull began actively seeking out the company’s hidden problems. He posits that employees often suppress their candor in front of authority figures, leading managers to have a distorted view of the company. He also acknowledges that workers encounter problems that management cannot discern. Catmull therefore resolved to embrace different perspectives on improving operations. During the production of Up, visual effects producer Denise Ream recommended that animators delay their work until the story was more fully developed; this shift drastically reduced the number of “person-weeks” (the number of hours that each person works per week) spent to complete the film.

Catmull also muses on the hidden nature of all the chance incidents that had to occur—or all the near-disasters that were avoided—in order for Pixar to exist at all. For example, he describes his family’s near-fatal car accident in 1957; if the car had veered two inches further, Catmull would have died and Pixar might never have been created. He argues that everyone’s view of the past is distorted by incomplete mental models. Directors’ research for the film Inside Out revealed that only 40% of visual perception comes from the eyes; the rest is filled in by the brain. This element of human nature makes it very easy for people to introduce and perpetuate misconceptions within a broader organizational structure.

A 2023 postscript describes how Ream refined her cost-cutting approach on The Good Dinosaur by assigning fewer animators per sequence. The resulting film was of higher quality and required fewer fixes, and the animators found greater job satisfaction. Ream treated the change as a reversible experiment, knowing that she could always go back to the tried-and-true method if her idea did not work.