Cars 2

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Cars 2 is a 2011 American computer-animated film produced by Pixar Animation Studios and distributed by Walt Disney Pictures, and is the sequel to the 2006 film, Cars. In the film, race car Lightning McQueen and tow truck Mater head to Japan and Europe to compete in the World Grand Prix, but Mater becomes sidetracked with international espionage.

Directed by John Lasseter, co-directed by Brad Lewis. Written by Ben Queen.
The mission begins. taglines

Lightning McQueen[edit]

  • [His catchprhase] I am speed.

Tow Mater[edit]

  • [After entering the casino, disguised as Ivan] Wow! This place looks like it's made out of gold!
  • [As a waiter for McQueen and Sally] My name is Mater and I'll be your waiter. [to himself] Mater, waiter...
  • [To two Italy security cars] No, listen! I was disguised as a tow truck to infiltrate this Lemonhead meeting and my weapons system misinterpreted what I was saying...
  • [To Lemons who trap him, McQueen, Finn, and Shiftwell] Fellers, listen. I know what you're going through. Everybody's been laughing at me my whole life too... but becoming powerful and rich beyond your wildest dreams ain't gonna make you feel better.
  • [After washing the wasabi off of his mouth] Whatever you do... do not eat... the free pistachio ice cream. It has turned!

Finn McMissile[edit]

  • [Itroducing himself to Mater] Finn McTiernan, British intelligence.

Holley Shiftwell[edit]

  • [Introducing herself to Mater] I'm agent Shiftwell, Holley Shiftwell.


[First lines]
Leland Turbo: This is Agent Leland Turbo. I have a flash transmission for Agent Finn McMissile. Finn, my cover's been compromised. Everything's gone pear-shaped. You won't believe what I've found out here. This is bigger than anything we've ever seen, and no one even knows it exists. Finn, I need back-up, but don't call the cavalry, it could blow the operation, and be careful. It's not safe out here.
Acer: [off-screen] Let's go!
Leland: Transmitting my grids now. Good luck!

[A fishing vessel is sailing on the open ocean at night, completely alone.]
Crabby: Alright buddy, we're here. Right where you paid me to bring you. Question is why.
Finn McMissile: [comes out from the shadows on Crabby's stern deck] I'm looking for a car.
Crabby: A car? Ha! Hey, pal. You can't get any further away from land than out here.
Finn: Exactly where I want to be.
Crabby: Well I got news for you buddy. There's nobody out here but us.
Tony Trihull: [blows his horn] What are you doing out here?
Crabby: What does it look like, genius? I'm crabbin'.
Tony: Well, turn around… and go back where you came from.
Crabby: Yeah, and who's gonna make me? [Tony reveals his bow-mounted missile turret] All right, all right! Don't get your prop in a twist! [Crabby turns away and begins sailing back] What a jerk. Sorry, buddy. Looks like it's the end of the line. Buddy?

[Finn is suspended by four grappling hooks above the oil platform]
Professor Zündapp: This is valuable equipment. Make sure it is properly secured for the voyage.
Platform Worker: Got it.
Grem: Hey, Professor Z! This is one of those British spies that we told you about!
Acer: Yeah, this one we caught sticking his bumper where it didn't belong!
Zündapp: Agent Leland Turbo. [Leland's remains are revealed: he's been crushed into a cube. Finn gasps in shock. A burst of flame behind Finn reveals his shadow on the platform below. Zündapp looks up and sees him] It's Finn McMissile! [Finn McMissile starts shooting] He's seen the camera! KILL HIM!

Grem: He's getting away!
Tony Trihull: Not for long! [shoots out a torpedo towards Finn, exploding him to death. Somehow, Finn survives as he blinks in the water; as he trunks his four wheels away, he turns into a submerine before swimming away with wheel boosters on his back.]
Grem: [thinking he killed Finn McMissile] He's dead, Professor.
Professor Z: Wunderbar. With Finn McMissile gone, who can stop us now?
[scene switches to Mater.]
Mater: Mater. Tow Mater, that's who, is here to help ya. Hey, Otis!
Otis: Heh-hey, Mater. I, uh... Oh, gosh. I'm so sorry. I thought I could make it this time, but… [Otis tries to start to start his engine, but can't.] Smooth like puddin', huh? [sighs] Who am I kiddin'? I'll always be a lemon.
Mater: Well, dad-gum, you're leakin' oil again. Must be yer gaskets. Hey, but look on the bright side. This is yer 10th tow this month, so that means it's on the house.
Otis: You're the only one that's nice to lemons like me, Mater.
Mater: Hey, don't sweat it. Shoot, these things happen to everybody, Otis.
Otis: But you never leak oil.
Mater: Yeah, but I ain't perfect. Don't tell nobody, but I think my rust is trying to show through.

[Everyone see that McQueen is back from his racing season]
Luigi: Oh, Lightning. Welcome home!
Flo: Good to have you back, honey!
Fillmore: Congratulations, man.
Sarge: Welcome home, soldier.
Sheriff: The place wasn't the same without you, son.
Lizzie: [confused] What? Did he go somewhere?
Lightning McQueen: It's good to be home, everybody. [hears Mater's horn and seeing him coming] Mater!
Mater: McQueen! [Otis screams]
Lightning: Mater!
Mater: McQueen!
[As McQueen is back at Radiator Springs, Mater skids that makes Otis scream and fling into Ramone's place; he stops himself onto a hydraulic lift.]
Ramone: Hey! How far'd you make it this time, Otis?
Otis: [panting] Halfway... to the county line.
Ramone: Ooh, not bad, man! [turns on the lift where it lifts Otis up]
Otis: I know, I can't believe it either!
Mater: McQueen, welcome back! [they fist bump with their front wheels]
McQueen: Mater, it's good to see you.
Mater: You too, buddy! Oh, man, you ain't gonna believe the things I got planned for us.
Mack: Oh, these best friend greetings get longer every year!
Mater: You ready to have some serious fun?
McQueen: Well, actually I've got something to show you first.
[Cut to McQueen and Mater looking at McQueen's Piston Cup reading "Hudson Hornet Piston Cup."]
Mater: Wow! I can't believe they renamed the Piston Cup after our very own Doc Hudson!
McQueen: [sadly] I know Doc said these things were just old cups, but to have someone else win it just didn't feel right, y'know?
[Lightning looks at Doc's Piston Cups and newspapers about him.]
Mater: Well, Doc would've been real proud of you. That's for sure.
[Lightning smiles at Mater as they exit out of Doc Hudson Museum]
McQueen: Alright, pal, I've been waiting all summer for this. What have you got planned?
Mater: You sure you can handle it?
McQueen: Come on, you know who you're talking to? This is Lightning McQueen: I can handle anything.

[As Luigi, Sarge, Fillmore and Mater watch a program called "The Mel Dorado Show"]
Mel Dorado: Tonight on The Mel Dorado Show, his story gripped the world. Oil billionaire Miles Axlerod, in an attempt to become the first car to circumnavigate the globe without GPS, ironically ran out of gas and found himself trapped in the wild. Feared dead, he emerged 36 days later, running on a fuel he'd distilled himself from the natural elements! Since then he's sold his oil fortune, converted himself from a gas-guzzler into an electric car! [Miles is now upgraded with shiny details on his body] And has devoted his life to finding a renewable, clean-burning fuel. [Miles' lab scientists are testing chemicals] Now he claims to have done it with his Allinol. And to show the world what his new super-fuel can do, he's created a racing competition like no other, inviting the greatest champions from around the globe to battle in the first ever World Grand Prix. Welcome, Sir Miles Axlerod.
Miles Axlerod: Thank you, Mel. It is very, very good to be here. Now listen to me: Big Oil. It costs a fortune. Pollution is getting worse. I mean, come on. It's a fossil fuel. Fossil. As in dead dinosaurs. And we all know what happened to them. Alternative energy is the future. Trust me, Mel, after seeing Allinol in action at the World Grand Prix, nobody will ever go back to gasoline again.
Mater: [to Luigi] What happened to the dinosaurs, now?
Mel Dorado: And on satellite, a World Grand Prix competitor and one of the fastest cars in the world: Francesco Bernoulli.
Francesco Bernoulli: [on TV from Rome, Italy] It is an honor, Signore Dorado, for you.
Mel Dorado: Miles, why not invite Lightning McQueen?
Miles Axlerod: Of course we invited him. But apparently after a very long racing season he is taking some time off to rest.
Francesco: Lightning McQueen would not have a chance against Francesco!
Mater: [angrily] Huh!
Francesco Bernoulli: I can go over 300 kilometers an hour! I-In miles that is like, uh... way faster than McQueen.
Mel Dorado: Let's go to the phones. Baltimore, Maryland, you're on the air.
Female Caller: Am I on, hello?
Mel Dorado: You're on. Go ahead.
Female Caller: Hello?
Mel Dorado: Go ahead, caller.
Female Caller: Hel– [dial tone]
Mel Dorado: Let's go to Radiator Springs! You're on, caller.
Mater: [suddenly over the phone] Yeah, that Italian feller you got on there can't talk that way about Lightning McQueen. He's the bestest race car in the whole wide world. [Guido, Sarge, Filmore, and Luigi turn to see Mater is gone and that now he's talking on the phone]
Sarge: Uh-oh.
Bernoulli: If he is, uh… how you say 'the best-est race car', then why must he rest, eh?
Mater: Cause he knows what's important! Every now and then, he prefers just to slow down... [Francesco starts smiling hearing, what he's saying] ...Enjoy life.
Bernoulli: AAAH, YOU HEARD IT! Lightning McQueen prefers to be slow! Of course! This is not news to Francesco. When I want to go to sleep I watch one of his races! After two laps I am out cold. [A group of cars are watching and they gasp]
Mater: That ain't what I meant. [Cut to Sally and McQueen, where they see the group watching of what's happening]
McQueen: [confused] Hey, what's goin' on over there? [he and Sally see Francesco on TV]
Bernoulli: He is afraid of-a Francesco.
McQueen: Hey, that's that Italian Formula car. His name is–
Sally Carrera: [rolling R's] Francesco Bernoulli. No wonder there's a crowd.
Lightning: Wait, why do you know his name? Don't say it like that. It's 3 syllables, not 10.
Sally: What? He's nice to look at. Open wheels and all.
McQueen: What's wrong with fenders?
Sally: Nothing!
McQueen: I though you liked my fenders.
Mater: Well, let me tell you something else there, Mr. San Francisco.
McQueen: [hearing Mater talking on the phone to the TV] Mater?
Mater: McQueen could drive circles around you.
Bernoulli: Driving in circles is all he can-a do, no?
Mater: No! I mean, yes. [Guido squints to show Sally and McQueen that he's still talking on the phone] I mean he could beat you anywhere, anytime, any track!
Bernoulli: [to Mel] Mel, can we move on? Francesco needs a caller who can provide a little more intellectual stimulation. Like a dump truck.
Mater: Ha ha! That shows what you know. Dump trucks is dumb. [gets grabbed by his hook in his back] Hey! [McQueen uses his tire to fling Mater out of the phone] Whoa! [McQueen takes the phone]
McQueen: Yeah, hi. [over the phone] This is Lightning McQueen.
Bernoulli: The Lightning McQueen, eh?
McQueen: Look, I don't appreciate my best friend being insulted like that.
Bernoulli: McQueen, that was your best friend? Ohhh... There's a difference between you and Francesco! Francesco knows how good he is. He doesn't have to surround himself with tow trucks to prove it.
McQueen: [sarcasticlly] Yeah, those are some strong words coming from that is so fragile.
Francesco: FRA-GIL-LAY! HE CALLS-A FRANCESCO FRA-GIL-LAY! Not-a so fast, McQueen!
McQueen: "Not so fast." What is that, your new motto?
Francesco: Motto?! [Rants and curses rapidly in Italian] ...RIDICULO!! [continues his rant but gets muted by the TV censors, and storms off-camera]
Miles Axelrod: Well, this sounds like something that needs to be settled on the race course. What do you say, Lightning McQueen? We still got room for one more racer.
McQueen: Well, I would love to. The only thing is, my crew is off for the season, so–
Guido: [he unscrews the caps of glass bottles] Pit stop.
McQueen: You know what? They just got back. Deal me in, baby. KA-CHOW! [the crowd cheers and whistles at Lightning McQueen's decision] I know, I know. I just got back, but we won't be long un–
Sally: Oh, no. Don't worry about me. I mean, I've got enough to do here. Mater's gonna have a blast, though. You're bringing Mater, right? You never bring him to any of your races. [Lighting sees Mater trying a martini, and spiting it back into the glass. Lightning is disgusted and smiling.] Just let him sit in the pits. Give him a headset. Come on, it'll be the thrill of a lifetime for him.
Mater: Your drink, sir.
McQueen: Mater.
Mater: I didn't taste it!
McQueen: How'd you like to come and see the world with me?
Mater: You mean it?
McQueen: [laughing] Yeah. You got me into this thing, you're coming along.
Mater: [excited] Alright!

Luigi: [at the Tokyo party, Lightning, Mater, Luigi, Guido, Sarge, and Fillmore descend a spiral ramp] Guido, look! Ferraris and tires! Let's go!
McQueen: Oh ho ho! Look at this! Okay, now Mater, remember: best behavior.
Mater: You got it, buddy. [suddenly notices something] Hey! What's that? [drives off]
McQueen: No, Mater!
Lewis Hamilton: [offscreen] Hey, McQueen! Over here.
McQueen: [joins two WGP racers named Lewis Hamilton and Jeff Gorvette] Lewis!
Lewis Hamilton: Hey, man.
McQueen: Jeff!
Jeff Gorvette: Hey, Lightning! Can you believe this party?
Mater: [drives over to a small isolated room with glass walls on all sides, with a zen garden and zen master inside; he taps on the glass with his hook] Hey! You done good, you got all the leaves!
Jeff Gorvette: Check out that tow truck.
Lewis Hamilton: Man, I wonder who that guy's with.
McQueen: Will you guys excuse me for one little second? [heads towards Mater]

Mater: What have you got here that's free? How about that there pistachio ice cream?
Sushi Chef: No, no. Wasabi.
Mater: Oh, same old, same old. What's up with you? [Looks again at the bucket of wasabi] That looks delicious! [The Sushi Chef takes a knife and sets a small piece of wasabi on a tray, then puts it on the counter] Uh, a little more, please? [the chef adds more wasabi] It is free, right? [The chef adds more] Keep it coming. A little more. Come on, let's go, it's free! You're gettin' there; scoop, scoop! [The Sushi Chef gives in and scoops out a baseball-sized serving of wasabi] There we go! Now, that's a scoop of ice cream!
Sushi Chef: [Bowing and speaking in Japanese] Okuyami moshiagarimasu. (My condolences.)

[Axlerod leaks oil and blames it on Mater, McQueen tells Mater off]
McQueen: Mater, you have to get a hold of yourself. You're making a scene!
Mater: But I never leak oil. Never.
McQueen: Go take care of yourself right now! [Mater drives away]

Francesco: [at the Tokyo World Grand Prix party, Francesco spots Lightning] Ah! Lightning McQueen! Buona sera!
McQueen: Uh, nice to meet you, Francesco.
Francesco: Yes, nice to meet you too. You are very good looking. Not as good as I thought, but you're good.
Mater: 'Scuse me, can I get a picture with you? [drives next to Francesco]
Francesco: Ah, anything for McQueen's friend.
Mater: Miss Sally is gonna flip when she sees this. [they get pictures taken, and Lightning sighs] She's Lightning McQueen's girlfriend.
Francesco: Ooh...
Mater: She's a big fan of yers.
Francesco: Hey, she has a-good taste.
McQueen: Well, Mater's prone to exaggeration; I wouldn't say she's a "big fan".
Mater: You're right. She's a huge fan! She goes on and on about your open wheels here. [He taps Francesco's left front wheel]
McQueen: Well, mentioning it once doesn't qualify as going "on and on".
Francesco: Francesco is familiar with this... reaction to Francesco. Women respect a car that has a-nothing to hide.
McQueen: Yeah, uh... [fake-laughs and shakes his frame in disagreement while falsely smiling]

Mater: [looks how bad is Redline from a fight against Acer and Grem] Are you okay?
Rod Redline: I'm fine.
Grem: Hey! Tow truck. We'd like to get to our private business here, if you don't mind.
Mater: Oh, yeah. Don't let me get in the way of your "private business." Oh! A little advice: When you hear her giggle and see that waterfall, you best press that green button.
Grem: Thank you.
Mater: It's to adjust the temperature.
Acer: Got it.
Mater: Remember it's in Celsius, not Fahrenheit.
Both: [yelling] Get outta here!
Mater: Alright then. [exits] And when she starts gigglin', prepare to be squirted. [Shiftwell almost goes in the men's restroom, but Mater comes out] Excuse me, ma'am. [exhausts] Dad-gum pistachio ice cream.
Shiftwell: This cannot be him.
McMissile: [on radio; about Mater] Is he American?
Mater: [to himself] Look out, ladies. Mater's fittin' to get funky!
Shiftwell: Extremely.
McMissile: Then it's him.
Shiftwell: [she approaches towards Mater.] Hello.
Mater: Well, hello.
Shiftwell: A Volkswagen Karmann Ghia has no radiator.
Mater: Well, of course it doesn't. That's 'cause it's air-cooled!

McQueen: [Mater comes back from the bathroom] There you are! Where have you been?
Mater: What's a rendezvous?
Luigi: It's like a date.
Mater: [shocked] A date?!
McQueen: [confused] Mater, what's going on?
Mater: Well, what's going on is I've got me a date tomorrow!
Guido: Non ti credo. (I don't believe you.)
Luigi: Guido don't believe you.
Mater: Well, believe it. My new girlfriend just said so. [spots Shiftwell] Hey, there she is. [calling to Shiftwell] Hey! Hey, lady! See ya tomorrow! [she drives off]
Guido: Non ti credo ancora. (I still don't believe you.)
Luigi: Guido still don't believe you.

Grem: [to Rod Redline] I gotta admit. You tricked us real good.
Acer: And we don't like being tricked. [Rod Redline chuckles] Hey! What's so funny?
Redline: Well, you know, I was just wearing a disguise. You guys are stuck looking like that. [Grem turns off magnet and drops Rod Redline, and the lackeys give him Allinol.] Allinol? Thanks, fellas. I hear this stuff is good for ya.
Zündapp So you think. Allinol by itself is good for you. [activates Rod Redline's engine] But, after microscopic examination, I have found that it has one small weakness. When hit with an electromagnetic pulse, it becomes...extremely dangerous.
Grem: [comes out with the "camera"] Smile for the camera.
Redline: Is that all you want? I got a whole act.
Zündapp: You were very interested in this camera on the oil platform. Now, you will witness what it really does.
Redline: Whatever you say, Professor.
Acer: You talked up a lot of cars last night. Which one's your associate?
Redline: Your mother. Oh, no, I'm sorry. It was your sister. You know, I can't tell them apart these days.
Grem: Could I start it now, Professor Z.?
Zündapp: Uh, 50% power. [to Rod Redline] This "camera" is actually an electromagnetic pulse emitter.
Acer: [about the picture on the monitor with Rod Redline as a lemon with a female car] What about her? Did you give it to her?
Zündapp: The Allinol is now heating to a boil, dramatically expanding, causing the engine block to crack under the stress, forcing oil into the combustion chamber.
Acer: [about the monitor screen with Rod Redline as a lemon with a male car] How about him? You talk to him?
Redline: [Redline's engine begins to crack apart] What do I care? I can replace an engine block!
Zündapp: You may be able to, but after full impact of the pulse, unfortunately...there will be nothing to replace.
Acer: [about Mater] How about him? Does he have it?
Zündapp: [looks at the monitor with Mater and Redline] That's him. He's the one.
Grem: Roger that, Professor Z.
Redline: [his last word] No!
Zündapp: [gives a call] Yes, sir. We believe the infiltrator has passed along sensitive information.
Lemon Mastermind: [through phone, on disguised voice] Right away!
Zündapp: I will take care of it before any damage can be done. [hangs up] The project is still on schedule. You will find the second agent...and kill him. [his kicks the camera up to red and kills him with the camera as an explosion is seen on the screen monitor]

[On the starting line of the Tokyo Race]
McQueen: Speed. I am speed.
Francesco: [laughs] Really? You are speed? Then Francesco is triple speed. [Mimicking McQueen's way of closing his eyes and speaking to himself] Francesco... is... triple speed. Ho-ho! Francesco likes to beat McQueen. He's-a really getting him into the zone!
McQueen: He is sooo getting beat today!

Acer: Finn McMissile?! But you're dead!
McMissile: Then this shouldn't hurt at all.
[Finn sprays the fire extinguisher at Acer]

[At the post race press conference]
Darrell Cartrip: Francesco, over here! Hey, what was your strategy today?
Francesco: Strategia? Francesco needs-a no strategy, it's-a very simple: You start the race, wait for Lightning McQueen to choke, pass him, then win. Francesco always-a wins, it's boring. [Lightning rolls his eyes.]
Darrell: I gotta tell you, dude, you were in trouble for awhile. That dirt track section had you crawlin'. [Lightning notices Mater leaving and sneaks off.]
Francesco: To truly crush one's dream, you must first raise their hopes very high.

McQueen: [meets up with Mater in his pit garage] Mater!
Mater: Hey, McQueen! What happened, is the race over? You won, right?
McQueen: Mater, why were you yelling things at me while I was racing?!
Mater: "Yellin'"? Oh, you thought... [chuckles] Oh, that's funny right there. Naw. See, that's 'cause I seen these two fellers doing some sort of karate street performance. It was nutso. One of 'em even had a flamethrower...
McQueen: [with disbelief] A flamethrower? What are you talking about? I-I don't understand. Where were you?
Mater: Going to meet my date.
McQueen: Your date?
Mater: She started talkin' to me as a voice in my head, tellin' me where to go–
McQueen: What?!
Mater: Wait a minute. I didn't screw you up, did I?
Lightning McQueen: I lost the race because of you!
Mater: Oh, I'm sorry, I didn't mean to!
McQueen: An imaginary girlfriend, flamethrowers?! You know, this is exactly why I don't bring you along to these things!
Mater: Maybe if I... I don't know, talk to somebody, and explain what happened, I could help...
McQueen: I don't need your help, I don't want your help! [drives off, but is stopped by the paparazzi and Mater's feelings are hurt]
Reporter 1: Hey, there he is!
Reporter 2: McQueen, you had it in the bag!
Reporter 3: Yeah, what happened?
McQueen: I-I made a mistake, but I can assure you, it won't happen again. [Mater drives over to the TV monitors] Look, guys, we know what the problem is, and we've taken care of it! [Mater sadly drives away]

Mater: [Voice-over reading the letter] By the time you read this, I'll be safely on an airplane flying home. I'm so sorry for what I did.
McQueen: [reading Mater's letter in the Hotel Lobby] "I don't want to be the cause of you losing any more races. I want you to go prove to the world what I already know: [the camera pans to show Guido and Luigi crying.] That you are the greatest racecar in the whole wide world." Your best friend, Mater. [looks up] I didn't really want him to leave.
Luigi: Wait, there's more here. [moves to next page] "P.S. Please tell the hotel I didn't mean to order that movie. I thought it was just a preview and I didn't realize I was paying for it." [shifts the page] "P.P.S. That's funny right there. P.P"? [shifts the pages around] There's a few more pages of P.S's here.

McMissile: I never properly introduced myself. Finn McMissile, British Intelligence.
Mater: Tow Mater, average intelligence.
McMissile: Who are you with? FBI, CIA?
Mater: Let's just say I'm a AAA affiliated.
  • Note: "AAA" is short and stand for the "American Automobile Association".

McMissile: Siddeley.
Siddeley: Yes, Finn?
McMissile: Paris. Tout de suite.
Mater: Yeah, two of them sweets for me too, Sid! [to Holley] You know, I always wanted to be a spy.
Holley Shiftwell: Really? [smiles] Me too.
Siddeley: Afterburners, sir?
McMissile: Is there any other way?

Stephenson: [is traveling to Porta Cosa, carrying Finn, Holley, and Mater] Finn, 1 hour to Porta Cosa.
McMissile: [inside one of the cars] Thank you, Stephenson.
[a robot arm screws an orange light on top of Mater]
Holley: Yeah, I think that should just about do it. [presses a button on a control panel and backs away from it]
McMissile: Perfect.
Shiftwell: So, Mater, it's voice-activated, but you know, everything's voice-activated these days.
Mater: What? I thought you's supposed to be making me a dee-sguise!
Computer: Voice recognized. Disguise program initiated. [uses a hologram to make Mater look like Ivan, another tow truck]
Mater: Ha ha. Cool! Hey, Computer. Make me a German truck.
Computer: Request acknowledged. [Mater wears a funny German costume with a green hat]
Mater: Check it out! I'm wearing Materhosen! Make me a monster truck!
Computer: Request acknowledged. [Mater wears a vampire costume that looks similar to Count Dracula]
Mater: What the...? [Transylvanian accent] Hahahaha. I vant to siphon your gas! Ha, ha! [normal accent] Now make me a taco truck!
Computer: Request acknowledged. [Mater becomes a white taco truck, and his horn plays "La Cucaracha"]
Mater: A funny car!
Computer: Request acknowledged. [Mater becomes painted yellow with red flames, hot rod exhaust pipes, a hot rod engine, and a spoiler. Mater revs his engine a few times, enjoying the disguise, until Finn turns it off]
McMissile: The idea is to keep a low profile, Mater.

Mater: Idiot? Is that how you see me?
McMissile: That's how everyone sees you. I tell you, that's the genius of it. No one realizes they're being fooled because they're too busy laughing at the fool.

Shiftwell: [brings up the picture of the V8 engine] There you go, informant. Inform us.
Tomber: That is the worst motor ever made! [looks closely, then gets it] Wait! That oil filter... those wheel bearings.
McMissile: Do those parts look familiar, Tomber?
Tomber: They should, I sold them.
Shiftwell: To whom?
Tomber: No idea. He's my best customer, but he always does his business over the phone... I was always wondering why he needs so many parts. Now I know.
Mater: Well, a lemon needs parts! Ain't nothing truer than that.

[Luigi, Guido, Sarge, Fillmore, and McQueen are driving through Italy]
Luigi: [he and Guido have big grins as they look around the city] Guido, your eyes do not deceive you! We are in Italy! We are home!
Fillmore: Hey, Luigi, which way to the hotel, man?
Luigi: What? No friends of mine will stay in a hotel in my village. You will stay with my... [turns to see his Uncle Topolino, who appears as a Fiat 500 "Topolino" vehicle] Uncle Topolino!
Uncle Topolino: Luigi! Guido! [greets them warmly with affectionate Italian salutations as word of Guido and Luigi's arrival spreads as everyone gathers to them returned]

Sarge: [tastes a drink he has] How do they do it? These are the same ingredients as back home, but it tastes so good.
Fillmore: It's organic, man!
Sarge: Tree hugger.

Uncle Topolino: A wise car hears one word and understands 2. That, and Luigi told me. While Mama cooks, come and take a stroll with me. [sets pace]
McQueen: I brought my friend Mater along on the trip. And I told him he needed to act different, that we weren't in Radiator Springs.
Uncle Topolino: This Mater. He's a close friend?
McQueen: He's my best friend.
Uncle Topolino: Then why would you ask him to be someone else?
McQueen: [considers this] What did I do? I said some things during our fight...
Uncle Topolino: You know, back when Guido and Luigi used to work for me, they would fight over everything. They fight over what Ferrari was the best Ferrari; which one of them look more like a Ferrari... There were even some non-Ferrari fights. [as Luigi and Guido are fighting each other] So I tell them, va bene. It's okay to fight. Everybody fights now and then, especially best friends. But you gotta make up fast; McQueen's comfort quickly evaporates. No fight more important than friendship. [as they go deeper into the party] Chi trova un'amico, trova un tesoro.
McQueen: What does that mean?
Mama Topolino: [approaching] "Whoever find a friend, find a treasure."

Mater: [disguised as Ivan, looking at information of Alexander Hugo] I have no idea what you're talking about, Alexander Hugo, A.K.A., "Chop Shop Alex." Hey, you got a lot of A.K.A.'s, Alex. But I guess that makes sense seeings how you's wanted in France, Germany, the Czech Republic...
Shiftwell: [on Mater's display] Mater, stop it!
Alexander Hugo: Okay, okay! Keep your voice down. You're gonna make me arrested. [To the other Hugos] Don't mess with Ivan, today. He's in a bad mood.
McMissile: [referring to Mater] He's so good.

[Lightning is missing Mater at the race in Italy as the racers gather at the finish line; Francesco notices.]
Francesco: Francesco understands.
McQueen: [sarcastically] I think you left out the insulting part of that insult.
Francesco: [emotionally] It is no joke! When Francesco is away from home, he misses his mama! Just like you miss your tow truck, amigo.
McQueen: [impressed] You know, maybe I misjudged you–
Francesco: [smiling] But today, I am at home, and my Mama is right there! [points and waves at a vintage Ferrari in the crowd who is smiling and waving back] Don't worry, Mama! McQueen is very sad! I will beat his cry-baby bottom today!
McQueen: And there's the insult we were missing. Gracie!

Ivan: Sounds like you need some "roadside assistance".

Miles Axlerod: [in his disguised voice as the Lemon Mastermind] Welcome, everyone, I wish I could be with you on this very special day, but… my clutch assembly broke. You know how it is. We are here to celebrate. Today, all your hard work pays off. The world turned their backs on cars like us. They stopped manufacturing us, stopped making our parts. The only thing they haven't stopped doing is laughing at us. They've called us terrible names - jalopy, rust bucket, heap, clunker, junker, beater, wreck, rattletrap... lemon. But their insults just give us strength. Because today, my friends, that... all... ends! [Due to Grem and Acer's camera-disguised weapon, a car crashes] They laughed at us, but now it's our turn to laugh back. [another car crashes due to the weapon] Embrace your inner lemon. Let it drive you. This was meant to be alternative fuel's greatest moment. [Cars, seeing the crashes, throw their alternative fuel cups away and start smashing alternative fuel signs] But after today, everyone will race back to gasoline. And we, the owners of the world's largest untapped oil reserve, will become the most powerful cars in the world! They will come to us, and they will have no choice, because they will need us, and they will finally respect us! So hold your hoods high! After today, you will never again be ashamed of who you are! Long... live... lemons!

Prof. Z: [after receiving orders from the Lemon Mastermind] Of course. [to his fellow Lemons] Allinol must be finished for good. McQueen cannot win the last race. Lightning McQueen must be killed.
Mater: No! [accidentally turns into a taco truck]
Prof. Z: [gets confused as Mater's circuits short out, and accidentally blows his own cover] It's the American spy! [the Lemons all draw their weapons]
Mater: Dad-gum!
Computer: Gatling gun, request acknowledged. [two Gatling Guns appear out of Mater's sides]
Mater: Shoot, I didn't mean...
Computer: Request acknowledged. [Mater's guns fire madly, shooting everything in the room as the Lemons drive for cover. The force of the guns makes Mater back out of the room and onto the balcony]
Mater: Whoa, whoa, whoa! I didn't mean that kinda "shoot"!
Computer: Correction acknowledged, deploying chute. [a parachute appears out of Mater's back]
Mater: Whoa-a-a! [carries him into the air]

[As Mater, McMissile, and Shiftwell are roped inside the London clock by the lemons]
Mater: This is all my fault.
McMissile: Don't be a fool, Mater.
Mater: But I am, remember? You said so.
Finn: When did I--? Oh. Mater, I was complimenting you on what a good spy you are.
Mater: I'M NOT A SPY!!! ["I'M NOT A SPY!" echoes through the entire clock] I've been trying to tell you that the whole time. I really am just a tow truck.
Shiftwell: [thinking he's right] Finn, he's not joking.
McMissile: I know.
Mater: You were right, Finn. I'm a fool. And what's happened to McQueen is 'cause I'm such a big one. This is all my fault.
Grem: [he and Acer arrive in the London clock with something covered by a sheet] Good, you're up!
Acer: And just in time!
Grem: Professor Z wanted you to have a front row seat for the death of Lightning McQueen!
Mater: He's still alive?
Grem: [pulls the sheet off revealing the WGP camera] Not for much longer!

Mater: I gotta get you all out of there!
McMissle: There's no time! McQueen needs your help, Mater.
Mater: But I can't! I'm just a tow truck.
McMissle: It's up to you. Go to the pits and get everyone out! You can do that.
Mater: What about you guys?
McMissle: We'll be okay.
Shiftwell: Go and get some more dents, Mater. [Mater bursts out the doors at the London Clock and starts riding to the pits]

Mater: Everybody get out! Get out now! Y'all gotta get out the pits! [sees that Sally, Ramone, Flo, and Red are in the pits] Hey, what're you guys doin' here?
Sally: We're here because of you, Mater.
Flo: Is everything okay?
Mater: No, everything's not okay, there's a bomb in here! Y'all gotta get out! Now!
Everyone: [shocked] A bomb? Huh? Whoa.
McMissile: [over radio] Mater.
Mater: Finn, you're okay!
McMissile: Listen to me. The bomb is on you! They knew you'd try to help McQueen. (It's a set up!) When we were knocked out, they planted it your air filter!
Mater: (What?) [sees bomb on his air filter, and looks at Allinol] Uh-oh. (This is bad.)
McQueen: Mater, there you are!
Mater: Stop right thereǃ
McQueen: Oh, man, I've been so worried about youǃ
Mater: Don't come any closerǃ
McQueen: Are you okay? (Mater, what's going on?)
Mater: No, I'm not okayǃ Stay away from meǃ
McQueen: No, wait, waitǃ
Brent Mustangburger: Hold everything. A tow truck has just raced onto the track, and he's driving backwards!
McQueen: Mater, wait!
David Hobbscap: Normally, an emergency vehicle on the track means there's been an accident.
Brent: Wait, waitǃ Lightning McQueen is chasing himǃ
McQueen: Mater, waitǃ
Mater: Stay back! If you get close to me, you're gonna get hurt real bad!
McQueen: I know I made you feel that way before, but none of that matters! Because we're best friends!
Brent Mustangburger: And McQueen seems to be having a conversation with the tow truck!
Darrell Cartrip: I don't know who that truck is, Brent, but I'll tell you what, he's gotta be the world's best backwards driver!
[Zündapp snickers and puts his tire near the detonation button]
Mater: McQueen, you don't get it! I'm the bomb!
McQueen: Yes, Mater, you are the bomb! That's what I'm trying to say here! You've always been the bomb. And you will always be the bomb.
Mater: Stay away!
McQueen: No, never!
Zündapp: [his tire is almost at the detonation button] Almost there.
McQueen: [to Mater] I'm not letting you get away again! [grabs Maters tow cable]
Mater: Gotta keep away from McQueen!
Computer: Request acknowledged.
McQueen: [sees rockets; frightened] Oh, my gosh!

Francesco: [after Mater zooms by with his rockets on and Lightning is holding on] What is happening? It's a bad dream!
Francesco: [after Holley flies by him] WHAT IS HAPPENING?!!

Shiftwell: Mater, we've got to get that bomb off you.
Lightning McQueen: "Bomb"?
Mater: Yeah, they strapped it to me to kill you as a backup plan!
Lightning: "Backup plan"?! Mater, who put a bomb on you?
Zündapp: [tied up] You! Why didn't my death ray kill you?
Lightning McQueen: "Death ray"?!
McMissile: Turn off the bomb, Zündapp!
Zündapp: Are you all so dense? It's voice-activated. Everything is voice-activated these days.
Mater: Deactivate, deactivate!
Bomb Computer: Voice denied. [starts a countdown mechanism from 4:59 to 4:58 to 4:57; Mater gasps in shock]
Zündapp: Oops. Did I forget to mention that it can only be disarmed by the one who activated it?
Shiftwell: [shoves her stun gun] Say it!
Zündapp: Deactivate.
Bomb Computer: Voice denied. [the bombs lowers down from 4:48 to 3:48 to 3:47; Mater gasps]
Zündapp: [last lines] Oh. I am not the one who activated it. Would anyone else like to try? [Shiftwell taizes him.]
McMissile: [smiles] You read my mind.
Shiftwell: He was getting on my nerves.

[The lemons retreat from Mater with the spies and Radiator Springs folks, but get stopped by the British military led by Sarge]
Sarge: Thanks for the help, Corporal.
British Corporal: Anything for one of pop's mates.

McQueen: [Guido starts yelling in Italian after trying to fit his weapon into the bolts of the bomb as it reaches 02:38 to 02:37] What's he saying, what's wrong?!
Luigi: None of his wrenches fit the bolts!
Mater: [suddenly gets an idea] I get it. I get it! I know what needs to be done!
McQueen: Then do it.
Mater: What? No, I can't do it. Look, nobody takes me seriously. I know that now. This ain't Radiator Springs.
McQueen: Yes it is. (Imagine you're home, Mater.) You're yourself in Radiator Springs. Be yourself here. And if people aren't taking you seriously, then they need to change. Not you. I know that, because I was wrong before. Now you can do this. You're the bomb.
Mater: Thanks, buddy.
McQueen: No no no, you're the actual bomb. Now let's go!
Mater: Oh, right! Hang on! [hooks McQueen, then takes off]
McMissile: Where's he going?!
Mater: [as they are rocketing through the street] Computer!
Computer: Yes, Agent Mater.
Mater: I need that thing you done before to get me away from McQueen.
Computer: Request acknowledged. [the rockets appear and they blast faster; McQueen notices a wall ahead]
McQueen: Mater?
Mater: Now I need you to do the shoot! The second kind not the first.
Computer: Deploying chute. [a parachute appears out of Mater's back]
McQueen: Whoa-aah! [carries them into the air as they soar through the sky towards the place where Queen Elizabeth is watching the race]
Queen: Who's winning the race? [McQueen and Mater drop to the ground as the Queen's guard pull out their guns]
Queen's Guard: Back up! Back away!
Queen: It's Lightning McQueen!
Queen's Guard: Get back!
McQueen: No, no, it's okay! [to Mater] Tell them, Mater. Explain.
Mater: Okay. Somebody's been sabotaging the races and hurting the cars, and I know who! Oh, wait! Your majesty. [bows, and exposes the time bomb]
British Car: Bomb! It's a bomb! [the others pull out their guns, and are about to shoot Mater]
McMissile: [out of nowhere] Hold your fire! He can't disarm it! Mater, I don't know what you're doing, but stand down now!
Mater: This ain't nothing at all like Radiator Springs.
McQueen: Mater, just cut to the chase.
Mater: Okay. It's him! [points to Miles]
Miles: What? Me? You've got to be crazy.
Mater: I figured it out when I realized y'all attached this tickin' time bomb with Whitworth bolts. The same bolts that hold together that old British engine from the photograph. Holley, show that picture.
Shiftwell: Okay. [brings up the image]
Mater: And then I remembered what they say about old British engines. "If there ain't no oil under 'em, there ain't no oil in 'em."
Axlerod: What is he talking about?
Mater: It was you leaking oil at the party in Japan. [flashback of Miles Axlerod leaking oil, and blaming Mater] You just blamed it on me.
Axlerod: Electric cars don't use oil, you twit.
Mater: Then you're faking it. You didn't convert to no electric. We pop that hood, we gonna see that engine from that picture right there.
Axlerod: [realizing that Mater knows the truth, backs away] This lorry's crazy! He's gonna kill us all! [panicking] Stay away!
Shiftwell: But Sir Axlerod created the race, Mater. Why would he want to hurt anyone?
Mater: To make Allinol look bad, so that everyone would go back to using oil. I mean, he said it himself with that dee-sguised voice.
Axlerod: "Dee-sguised voice"? What are you talking about? You're nuts, you are!
Prince Wheeliam: This is going nowhere fast. We really should go, Grandmother.
The Queen: One moment. I'd like to see where this is going. [Bomb countdown reaches to 00:29.]
McMissile: Mater, he created Allinol.
Mater: Yeah, but what if he found that huge oil field just as the world was trying to find something else, what if he came up with Allinol just to make alternative fuel look bad?
Axlerod: :[Bomb countdown reaches 00:19, 00:18.] "What if"? You're basing this on a "what if"!?
Security Guard: Okay, that's it! Lads, clear out! [The Queen and spectators evacuate]
Axlerod: Wait, somebody save me! The lorry's crazy! KEEP AWAY, YOU IDIOT!
McMissile: Mater?!
Shiftwell: [The bomb countdown reaches 00:09, 00:08.] Mater!
Miles Axlerod: Someone, do something!
Car in Crowd: [alarmed] DRIVE AWAY!
Miles Axlerod: [Mater stands his ground, glaring at Axlerod, while everyone braces for the explosion] You're insane, you are! [Bomb countdown 00:03, then 00:02.] DEACTIVATE!!
[countdown stops at 00:01 before explosion, causing it to say "Voice Accepted"]
Bomb Computer: Bomb deactivated. Have a nice day, Sir Axlerod. [Mater smiles in satisfaction. Axlerod is shocked at what he said, as police cars approach to arrest him. Mater pops open Axlerod's hood, revealing the V8 engine.]
McMissile: The engine from the photo.
Shiftwell: It's a perfect match. [brings up the image and does a match between Axlerod's and the blue one's]
Axlerod: How did the tow truck figure it out?
McQueen: It's official, you're coming to all my races from now on.
Mater: Now you're talking!

[At Mater's Knighting Ceremony]
The Queen: I hereby dub thee "Sir Tow Mater".
Mater: "Sir"? Shoot, you can just call me Mater, Your Majesty. I don't wanna hear none of this "Sir" business. By the way, have y'all met each other? Queen, McQueen. [to Lightning] McQueen, Queen. McQueen, McMissile. [to Finn] McMissile, McQueen. [to the Queen] Queen, McMissile. ([to Finn] McMissile, Queen.)
Mater: [talking about his story] So there I was: rocket jets going full blast, McQueen hanging on for dear life when suddenly them two nasty lemons come out of nowhere, guns drawed. We was goners. But then out of nowhere, this beautiful spy car swoops in from the sky to save us!
Minny: That's a very entertaining story, young man.
Van: Oh! Minny, please. Come on! None of this happened. Rocket jets, flying spy cars--
Shiftwell: No, you're quite right! [she appears with her wings open; in the air] It does sound a bit far-fetched. [lands herself down]
Mater: Holley! What're you doin' here?!
Shiftwell: Hello, Mater, it's so good to see you again! [Finn droves right next to her]
Mater: Finn!
McMissile: Our satellites picked up an urgent communique.
Luigi: So you got my e-mail.
Mater: Oh, man. Y'all is gonna have a great time. [to everyone] Everybody! This here's Finn McMissile! He's a secret agent! Don't tell nobody. And this is Holley Shiftwell. She's--
Shiftwell: I'm Mater's girlfriend! It's so nice to meet you all. [everyone is shocked of what they've heard]
Luigi: [after Guido's jaw drops and his lifts also drop] Guido believe you now.
Flo: Whoa, honey! You got a nasty dent there. [Holley has her dent from when she defeated Acer and Grem.]
Shiftwell: [embarrassed] Yeah.
Van: Was that from when you swooped in and saved them in London?
Minny: Van!
Van: What? I'm just asking.
Flo: Ah, don't you worry, sweet pea. My baby Ramone can get that fixed up for you in no time.
Ramone: Yeah, sure thing. No problemo. Just let me go get my tools. [goes to get his tools]
Shiftwell: [stops Ramone] Oh, no, no. I'm keeping that dent. It's way too valuable.'
[Mater smiles at that remark. Cut back to Mack with Lizzie.]
Lizzie: [referring to Shiftwell] A valuable dent?! Oh, she's as crazy as Mater!
Mack: Oh, those two are perfect for each other.
McQueen: You know, there's one thing I still don't get. The bad guys hit me with the beam from the camera, right? So why didn't I, you know--
Mater: [finishing Lightning McQueen's sentence] Explode in a fiery inferno?
McQueen: Yeah.
McMissle: We couldn't figure that one out either.
Shiftwell: Our investigation proved that Allinol was actually gasoline, and Miles Axlerod engineered it so that when it got hit by the beam it would explode.
McQueen: Wait a second, Fillmore. You said my fuel was safe. [After he says that Fillmore told him that Allinol was safe for him]
Fillmore: If you're implying that I switched out that rotgut excuse for alternative fuel with my all-natural, sustainable, organic biofuel just because I never trusted Axlerod, you're dead wrong, man. [points to Sarge] It was him!
Sarge: Once Big Oil, always Big
Fillmore: Tree hugger.
[As Radiator Springs Grand Prix beings]
Sheriff: The Radiator Springs Grand Prix is about to begin! All spectators clear the starting line.
Lewis Hamilton: Man, I can't wait to get rockin'. This is gonna be wicked!
Jeff Gorvette: Yeah, we should do this every year.
McQueen: I just figured, we never found out who the world's fastest car is! Plus: no press, no trophy. Just racing, the way I like it.
Francesco: Francesco likes it like this too.
McQueen: [shows Francesco Sally] Francesco. I'd like you to meet–
Francesco: Signorina Sally. It is official: Lightning McQueen is the luckiest car in the world.
Sally: Why, thank you...
Francesco: Which he will have to be to have a chance against Francesco today. [starts to leave] See you at the finish line, Mc– [suddenly stops] What is that? [McQueen has a bumper sticker reading "Ka-ciao, Francesco."]
McQueen: It's just something I had made up for the occasion.
Francesco: Is good, McQueen. Very funny! It was funnier when I did it, but it's very funny. [stops smiling] What are you going to do next, are you going to take off your fenders? Try it. You'll like it. [leaves]
Sally: So he's not so good-looking.
McQueen: Yeah, nice try.
Sally: I'm serious!
McQueen: That's why I love you, Sally. Wish me luck! [leaves]
Sally: You don't need it!
Flo: [approaches Sally] Mmm-mmm. That Francesco is fine looking!
Sally: And those open wheels...
Flo: Ooh, I'm gonna have to go get myself some coolant!

Mia and Tia: Go, Lightning!

[Mater and the gang are watching Lightning, Francesco and the others race in the Radiator Springs Grand Prix, Holley gets an alert.]
Shiftwell: Finn, time to go. Siddeley's gassed, geared and ready to fly.
Mater: You're leavin' already?
McMissile: We've got another mission, Mater. Just stopped by here to pick something up. [he and Holley stare at Mater.]
Mater: Somethin' tells me you're not talkin' about souvenir bumper stickers.
McMissile: Her Majesty asked for you personally, Mater.
Mater: But I told y'all before, I'm not a spy.
Shiftwell: We know.
McMissile: Spy or not, you're still the smartest, most honest chap we've ever met.
Shiftwell: Don't forget massively charming.
Mater: Well, thanks. But as much fun as it was hangin' with y'all, this... [looking at his friends] This is home.
Shiftwell: That's alright, we understand, but I'll be back. You still owe me that first date.
McMissile: If there's ever anything I can do for you, just let me know.
Mater: Well, I sure appreciate that, thank you. [pauses] Actually, there is one thing...
[Cuts to him using the rockets in the race.]

[Last lines]
Bernoulli: [sees Mater fly past him.] Impossibile!
McQueen: [Seeing Mater rocket up to him] Mater?!
Mater: Check it out! They let me keep the rockets!
McQueen: I'll see you at the finish line, buddy!
Mater: Not if I see you first! [Together, they zoom off.]


  • Fuel the love.
  • Spy it only in theaters 2011.
  • The mission begins.

Voice cast[edit]

See also[edit]

External links[edit]

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