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

Tow Mater[edit]

  • [after entering the casino, disguised as Ivan] Wow! This place looks like it's made out of gold!

Lightning McQueen[edit]

  • [his catchphrase] Speed. I... am... speed.

Finn McMissile[edit]

  • [introducing himself to Mater] Finn McMissile, British intelligence.

Holley Shiftwell[edit]

  • [introducing herself to Mater] I'm Agent Shiftwell, Holley Shiftwell.

Miles Axlerod[edit]

  • [his last words] How did the tow truck figure it out?

Francesco Bernoulli[edit]

  • Francesco always-a wins. It's-a boring.


[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 crabbing.
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?
[the camera shows that Finn is not on Crabby, which it then reveals that Finn is holding onto the back of Tony with his grappling hooks. Tony honks his horn as he sails to the oil rigs. Finn notices many of the flames from the oil rigs, and as Tony reaches one of them, Finn moves down when a bright light shines on Tony, which the oil rig begins to light up. Finn then shoots his left grappling hook over a barrier on the oil platform, and releases his other grappling hook from Tony, activating his steel magnet wheels and driving up one of the oil rigs' poles as Tony gets picked up by a mechanical grabber. When he notices the other oil rigs lighting up, Finn immediately circles around pole and gets onto one of the floors, and comes to a hiding place, where he sees many cars down below.]

[Finn is suspended by four grappling hooks above the oil platform]
Finn: What are you up to now, Professor?
Professor Zündapp: [speaking to a platform worker lemon] 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!
Professor Z: 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]
Zündapp: It's Finn McMissile! [Finn starts shooting] He's seen the camera! KILL HIM!!!
Tannoy: All hands on deck! All hands on deck!

Grem: [laughing, thinking he killed Finn] He's dead, Professor.
Zündapp: Wunderbar. With Finn McMissile gone, who can stop us now?
[Scene switches to Mater.]
Tow 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.
Otis: Hey! Is Lightning McQueen back yet?
Mater: Not yet.
Otis: He must be crazy excited about winning his 4th piston cup! 4! WOW!
Mater: Yeah, we're so dad-gum proud of him. But I sure with he'd hurry up and get back, because we got a whole summer's worth of best-friend fun to make up for, just me and-- [Sees Lightning is home] McQueen!! McQueen!
Otis: Mater! I'm in no hurry! You don't need to go so fast!
Mater: McQueen’s back! McQueen’s back!
Luigi: Oh, Lightning! Welcome home!
Flo: Good to have you back, honey!
Fillmore: Congratulations man.
Sarge: Welcome home, Soldier.
Sheriff: This place wasn’t the same without you, son.
Lizzie: What? Did he go somewhere?
Lightning: It’s good to be home, everybody. Mater.
Mater: McQueen!

Mater: You need help? Shoot! Why didn’t you just say so? That’s why a tow truck does.
Lightning: Yeah, I mean...
Mater: Looky there. It’s Mr. San Francisco. I’ll introduce you.
Lightning: Mater, no!
Mater: Look at me. I’m helping you already. Hey, Mr. San Francisco, I’d like you to meet...
Francesco: [at the Tokyo World Grand Prix party, Francesco spots Lightning] Ah! Lightning McQueen! Buona sera!
Lightning: 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: Excuse me, can I get a picture with you?
Francesco: Ah, anything for McQueen friends.
Mater: Miss Sally is gonna flip when she see this.

Mater: [whistling] I’ll take one of them. Thank you. Never know which one McQueen will have a hankering for. Hey, whatcha got here that's free? How about that 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.)
Miles: And now our last competitor: Number 95, Lightning McQueen!
Lighting: Ka chow! Thank you so much for having us, Sir Axlerod. I really look forward to racing. This is a great opportunity.
Miles: Oh, the pleasure is all ours, Lightning. You and your team bring excellence and professionalism to this competition.
Mater: D'AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!! Someone get me water! Aah! Oh, sweet relief. Sweet relief. [Speaks on the microphone] Whatever you do, DO NOT EAT the free pistachio ice cream. It has TURNED. [echoes]
Lightning: Sir Axlerod, I can explain. This is Mater. He’s...
Miles: No, I know him. This is a bloke called in to the television show. You’re the one I have to thank.
Mater: No, thank you. This trip has been amazing.
[Miles leaks oil and blames it on Mater, tells Mater off]
Miles: Ah! He’s a little excited isn’t he?
Lightning: Mater!
Mater: But wait, I... Oh, shoot!
Lightning: Mater.
Miles: Has anyone got a towel?
Lightning: Mater, you have to get a hold of yourself. You're making a scene!
Mater: But I never leak oil. Never.
Lightning: Go take care of yourself right now! [Mater drives away]
Mater: Coming through. Excuse me. Leakin’ Oil. Where’s the bathroom. Thank you. I gotta go. Oh, er... Er... Sorry, ladies.

[cut to the shipyard at night, with Rod dangling from a car magnet while beaten up while clinging to consciousness]
Grem: I gotta admit, you tricked us real good.
Acer: And we don't like being tricked. [Rod laughs to himself] Hey, what's so funny?
Rod: Well, you know, I was just wearing a disguise. You guys are stuck looking like that. [Grem uses the lever to drop Rod onto a treadmill, then locking him down, then pushes an Allinol brand gasoline container toward Pod] Allinol? Thanks, fellas. I hear this stuff is good for you.
Zündapp: So you think. [he emerges from the darkness. He is behind Rod] Allinol by itself is good for you. [he hits the button with the treadmill starting Rod's wheels spinning a high rate of speed] But after microscopic examination, I have found that it has one small weakness. When hit with an electromagnetic pulse, it becomes extremely dangerous.
Grem: [he pushes and points a World Grand Prix Camera, the same one that was in the box at the oil platform, at Rod Redline] Smile for the camera.
Rod: 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.
Rod: Whatever you say, Professor.
Acer: [he pushes the TV monitor toward Rod, and on it, surveillance footage from the party, and clearly, they were watching and recording him there] You talked up a lot of cars last night. Which one's your associate?
Rod: Your mother. Oh, no. I'm sorry. It was your sister. You know, I can't tell them apart these days.
Grem: Can I start it now, Professor Z?
Zündapp: [off-screen] 50% power. [he uses the camera's power on green and yellow, and to Rod Redline] This "camera" is actually an electromagnetic pulse emitter.
Acer: [pointing to a girl on TV] 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.
[the engine starts to crack and break]
Acer: [pointing to a guy on TV] How about him? Did you talk to him?
Rod: What do I care? I can replace an engine block.
Zündapp: You may be able to, but... [Grem uses the camera's power on orange] ...after full impact of the pulse, unfortunately, there will be nothing to replace.
Acer: How about him? Does he have it?
[the monitor reveals Mater, rolling out of the bathroom and down the hall, and Rod Redline seeing this, does the world's most subtle double take and we caught it, but there's no way anybody else in the room could have]
Zündapp: That's him. He's the one.
Grem: Roger that, Professor Z.
Rod: No!
[Grem was turning up the machine even more]
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 this second agent... and kill him. [he kicks the camera's power on red, and on the monitor, we see Mater's frozen image on the screen, and we see Rod exploding in the reflection.]

[Scene switches to Tokyo]
Brent: Japan, land of the rising sun, where ancient tradition meets modern technology. Welcome to the inaugural running of the World Grand Prix! I’m Brent Mustangburger, here with racing legends Darrell Cartrip and David Hobbscap. There’s never been a competition like this before, first Allinol making it's debut tonight as the required fuel for all these great champions. Second, the course itself, and it's like nothing we've ever seen before, David, how exactly does this competition work?
David: Well, Brent, all three of these street courses are classic round-the-house racetracks. This means that the LMP and formula cars should break out of the gate in spectacular fashion. Look for Francesco Bernoulli, in particular, to lead early. And with the series of technical turns throughout, GT and touring cars, like Spain's Miguel Camino, should make up some ground but I doubt it'll be enough to stop Francesco from absolutely running away with it.
Darrell: Whoa now. Just hold your horsepower. You forget the most important factor here - that early dirt track section of the course. The dirt is supposed to be the great equalizer in this race.
Brent: French rally car Raoul ÇaRoule is counting on a big boost headed through there.
Darrell: And don't forget Lightning McQueen. His mentor, the Hudson Hornet, was one of the greatest dirt track racers of all time. In my opinion, McQueen is the best all-around racer in this competition.
David: Really, Darrell, I think you need to clean your windshield. You're clearly not seeing this for what it is: Francesco's race to lose.
Brent: It's time to find out. The racers are locking into the grid.

Lightning: [stretches his tires, and closes his eyes] Speed. I am speed...
Francesco: [laughs] Really? You are speed? Then Francesco is triple speed. [closes his eyes] Francesco is triple speed. [opens his eyes] Ho-ho! Francesco likes-a this McQueen! It's-a really getting him into the zone!
Lightning: He is so getting beat today!
[One set of red lights turns on one-by-one, before another set of lights beneath it turns green. The racers start the first lap, with Raoul ÇaRoule and Miguel Camino leading through the narrow streets of Tokyo, before Raoul gets overtaken by Max Schnell and Carla Veloso, and Miguel also gets overtaken by Jeff Gorvette, Shu Todoroki, Lightning McQueen, Francesco Bernoulli, Nigel Gearsley and Lewis Hamilton, with Rip Clutchgoneski behind him. McQueen and Francesco make their moves around Jeff, Carla and Raoul, which Francesco takes the lead with McQueen behind him as they go around the first corner.]
John Lassetire: Jeff, your tires are...
Bruno Motoreau: [speaks French]
Mach Matsuo: [speaks Japanese]
Giuseppe Motorosi: Your suspension sets look good.
Luigi: Tire pressure is excellent!
Fillmore: He's got plenty of fuel.
Mater: And he's awesome!
Crowd: [chanting and clapping] McQueen! McQueen! McQueen!
[the camera shows Finn and Holley inside a building overlooking the racetrack, as they have eyes on Mater, who is wearing a headset.]
Holley: Why is he in the pits? He's so exposed.
Finn: It's his cover. One of the best I've seen, too. Look at the detail on that rust. It must have cost him a fortune.
Holley: [using her on-board computer dual trackball platforms] But why hasn't he contacted us yet?
Finn: There's probably heat on him. Be patient.
Holley: Right, of course. He'll signal us when he can.
Finn: And then we find out who's behind all this.
Brent: [announcing] As they head into the palace hairpin, Francesco builds an early lead.
Darrell: Ah, hang on, boys. Here comes the dirt. Slipping and sliding, baby.
Mater: McQueen, it's time to make your move! Get on the outside and show 'im what Doc done taught you!
Lightning: 10-4, Mater.
David: [as Francesco struggles to brake on the dirt] Oh, boy! Francesco's brought to a screeching halt!
Brent: [as McQueen uses Doc's "turn right to go left" trick to overtake Francesco] Lightning McQueen is the first to take advantage. And just like that, folks, Francesco's lead is left in the dust.
Lightning: Nice call, Mater. Keep it up!
Darrell: [as some of the other racers are shown to have overtaken Francesco] Whoo-hoo! Man, McQueen looks happier than a roll bar at a demolition derby!
Brent: [after the rest of the racers get ahead of Francesco] Everyone's jostling for position as we hit the asphalt again. Francesco lost a lot of momentum in the dirt.
[As they go into a tunnel on the asphalt, Francesco accelerates, making several moves around Miguel, Raoul, Rip, Nigel and Jeff before they come to a zigzag that is outside of the tunnel.]
David: Wow, he's got some serious work ahead of him if he wants to get back in this race.
Brent: Now, the racers hit the Rainbow Bridge, with its 360-degree loop.
[As the racers go around the loop leading up to Rainbow Bridge, Francesco overtakes Lewis, who is then overtaken by Rip when they come onto Rainbow Bridge, as McQueen leads ahead of Carla and Shu, who are now ahead of Francesco after he overtakes Max. As they get onto another straight, Francesco overtakes Shu, as well as Carla a while before they come to the start/finish straight, with McQueen leading ahead of Francesco, as Lewis has already overtook Rip, who is ahead of Miguel and Nigel, with Jeff having got ahead of Raoul. Grem and Acer are watching from a balcony with the electromagnetic pulse, and wearing headsets.]
Prof. Z: [over radio] It is time.
Grem: Roger that. [pushes the emitter's lever to 75% power, and aims it at Miguel Camino]
[Suddenly, his engine explodes due to the weapon]
Darrell: Oh! Miguel Camino has blown an engine!
Brent: Very unusual, Darrell. He's been so consistent all year.
Grem: [spots Mater in the pits] You gotta be kidding me!
Acer: What is it?
Grem: It’s the tow truck from the bathroom!
Acer: The one from the bathroom?
Grem: Yeah! The one the American agent passed the device to.
Acer: What about him?
Grem: What about him? He’s in the pits!
Acer: Not for long! [drives off]

Holley: [heard a bleeping sound on the computer] Hold on. I think I’ve got something.
Finn: What is it?
Holley: It's the Pacer from the party last night. I'm cross-referencing with the photos from the oil derricks. [getting both photos together] Yep. His VIN numbers match.
Finn: Anyone with him? He won't be alone!
Holley: [scanning the lemons on and around the stands] Conducting analysis on the target... He's not the only one here! Three, five... They're everywhere. And they're all closing in on... [sees the camera on her computer centering on Mater] Oh, no! Finn? Finn, where are you?
Finn: Get him out of the pits. Now!
Mater: [hearing the racers' engines revving] Wow! Some of them fellers is really loud.
Holley: [through the radio at Mater] Can you hear me? Over!
Mater: Uh, what?
Holley: [through the radio] Get out of the pits now. Do you hear me.
Mater: Hey I know you. You're that girl from the party last night. You wanna do our date right now?
Lightning: [hearing Mater through the radio] Guys, a little too much chatter. Let's keep this line clear.
Brent: Smoke from number 10, Clutchgoneski!
Grem: [laughing]
Holley: [through the radio to Mater] There’s no time for messing about! You've got to get out of the pits!
Mater: Well, is there going to be cable where you is so I can watch the rest of the race?
Holley: [through the radio] You're running out of time!
Finn: [as he drives underneath the stands] They're coming, Shiftwell! Get him out of there!
Holley: I'm trying! [through the radio to Mater] Get out now!
Mater: [turning around and heading to the back of the pits] Well, I usually like to have a proper detailin' done before I meet a lady friend. [He leaves. However, Acer and a blue Pacer named Petey Pacer the human thug already arrive at the shutter door, and seeing his reflection on a hood, notices something on his buck teeth] Huh.
Acer: [he opens the shutter door, only to see Finn with a fire extinguisher, as Mater is behind another shutter door.] Finn McMissile! But you’re dead!
Finn: Then this shouldn’t hurt at all. [shoots foam from the fire extinguisher at the two lemons]
Acer, Petey: [both crying out as the foam gets shot over their eyes] Aaah!
[Finn leaves with the two lemons following him while having their vision blocked by the foam. Just as they leave, Mater comes out of the pits, heading in a different direction. Finn makes a turn away from the stands, with Petey following him, followed by Acer. Petey then makes another left turn while Acer goes straight ahead, only for Petey to run into a police officer, who gets covered with foam. Petey gasps as he realizes who he is seeing, as the police officer sets off the siren, before the camera shows Mater driving through the streets with the team following him, as other lemons follow on different roads]
Finn: [through the radio] Miss Shiftwell?
Holley: I’ve got him in the back alleys east of the garages. Multiple assailants are closing in quickly.
Finn: Keep him moving. I’m on my way! [gets onto the roofs with his grappling hooks]
Mater: [noticing a flower shop] Hey, new lady friend, you like flowers?
Lightning: [hearing Mater] What?!
Holley: [through the radio to Mater] No! Don’t go in anywhere. Just keep moving.
Mater: Stay outside. Got you.
Lightning: [hearing Mater] Outside? [moves to the outside of the loop heading to Rainbow Bridge]
Brent: Whoa! McQueen's suddenly moves to the outside!
Francesco: [passing McQueen, speaks in Italian, accelerates]
Darrell: I cannot believe what I just saw, Brent. That was a bonehead move to open up the inside like that!
David: That move might have cost McQueen the victory!
[Mater continues driving, as a red Gremlin heads towards him. Finn, still up on the roofs, uses one of his grappling hooks to knock over a vending machine, causing it to smash on the ground in front of the red Gremlin, as the florist, named Hans, wakes up upon hearing it smash. Believing that it is the Gremlin who broke it, Hans gathers up two assistants, and they all angrily speak in Japanese as they push the Gremlin away. Finn then comes back on the ground, but then notices another lemon, named Fred Pacer, who rams him. He stops beside two other lemons, who join Fred to shield Finn and push him towards Acer, who is holding a flame-thrower]
Acer: This time, I’m going to make sure you stay dead! [puts on his welding helmet and makes his flame-thrower shoot out long flames]
Holley: [through the radio to Mater, who is on one of the minor roads that leads to Finn's scene] You’re doing brilliantly. Now just stay focused.
Mater: What’s that? You want me to head toward that ruckus? [heads towards the road where Finn and the lemons are]
Holley: [through the radio] No! Don’t go down that street.
[However, Mater still keeps on going, as the lemons continue to push Finn towards Acer's flamethrower. However, Finn leaps free, causing the lemon behind him to move forward towards Acer, who turns the flame-thrower away from him. Meanwhile, Mater has just arrived.]
Car: Ohh! [crashes into Acer, with an explosion causing them to go up in the air. Acer lands on a chopstick sign, knocking over the food shape.]
Finn: [performing martial arts as the other lemons confront him] Hi-yah!
Mater: Wow! A live karate demonstration!
Lightning: Stop it, Mater. Just sign off.
[Finn activates his front steel magnet wheels upon making them hit the ground, then throws Fred Pacer towards an elevator platform of a parking stack.]
Acer: Aaargh!
[Finn shoots a cable which causes the elevator to go up, crushing Fred against the roof.]
David: [as McQueen closes the gap on Francesco and goes side-by-side] And here they come, the two leaders.
Darrell: They're bumper to bumper as they approach the finish line!
[Meanwhile, the remaining lemon heads towards Finn, but Finn uses his steel magnet wheels to jump onto a wall and back on the ground as the lemon then barrels under the elevator platform, where Finn shoots the winch cable, causing the elevator fall down onto the lemon, while Francesco and McQueen are just yards away from the finish line, at the end of lap 52.]
David: It’s gonna be close!
Darrell: [as Francesco and McQueen cross the finish line] Francesco’s the winner! McQueen’s number two! [Fireworks whizz and pop. The camera shows Finn again]
Mater: That was cool! Hey! Can I get your autograph?
[Karate students then come out of a building, speaking in Japanese and driving past Mater, as other residents come out of the buildings after watching the race. Mater looks around as the students drive past him, while Finn vanishes.]
Mater: [noticing that Finn has gone] Hey, where'd he go?
Holley: [through the radio] Our rendezvous has been jeopardized. Keep the device safe. We'll be in touch.
Mater: Dad-gum, did I miss our date? [heads back to the pits]
[The camera moves up to show Finn on top of the elevator platform beside the corpses of the two lemons, before he then swings away with his grappling hooks. The camera shows McQueen, Francesco and Carla on the podium as they get interviewed]
Photographer: Francesco!
Darrell: 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 a 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.
Lightning: [meets up with Mater in his pit garage] Mater!
Mater: Hey, McQueen! What happened, is the race over? You won, right?
Lightning: 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...
Lightning: [with worry and disbelief] "A flamethrower"? What are you talking about? I-I don't understand. Where were you?
Mater: Goin' to meet my date.
Lightning: [confused] Your date?
Mater: She started talkin' to me as a voice in my head, tellin' me where to go–-
Lightning: WHAT?!
Mater: [noticing Lightning's angry glare] Wait a minute. I didn't screw you up, did I?
Lightning: [angrily] I LOST THE RACE BECAUSE OF YOU!!!!
Mater: [shocked] Oh, I'm sorry, I didn't mean to--
Lightning: An imaginary girlfriend?! Flamethrowers?! You know, this is exactly why I don't bring you along to these things!
Mater: Maybe if I... I dunno... talk to somebody, and explain what happened, I could help.
Lightning: 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?
Lightning: I-I made a mistake, but I can assure you, it won't happen again. [Mater drives over to the TV monitors; he slumps] Look, guys, we know what the problem is, and we've taken care of it. [Mater sadly drives away]
Brent: [on TV] Lightning McQueen loses in the last lap to Francesco Bernoulli in the first race of the World Grand Prix. And three - count em' - three cars flamed out, leaving some to suggest that their fuel, Allinol, might be to blame.
Miles: [interviewed] Allinol is safe! Alternative fuel is safe! There is no way my fuel caused these cars to flame out!
Darrell: Well, the jury may still be out on whether allinol caused these accidents, but one thing's for sure, Lightning McQueen blew this race!
Brent: Team McQueen can’t be happy right now.

Finn: Come with me, please, sir.
Mater: But I’m gonna miss my plane.
Finn: Right this way.
Mater: Ah, doggone it. This is about my hook, ain’t it? I know I should have checked it, but i can’t, really. [as they go into the waiting room] Look. It’s attached to me. Hey, I know you. You’re that feller from the karate demonstration.
Finn: I never properly introduced myself. Finn McMissile, British intelligence.
Mater: Tow Mater, Average Intelligence.
Finn: Who are you with? FBI, CIA?
Mater: Let's just say I'm a triple AAA affiliated. Yeah, I know some karate. I don't want to brag or nuttin', but I got me a black fan belt. You wanna see some moves I made up?
Finn: [hears a beeping sound and looks on his wing mirror to see through his spy camera that Grem and Acer are heading towards the room] You're being followed. [shoots a glass cutter at the window]
Mater: This first one, I can reach into a car's hood pull out his battery, and show it to him before he stalls. I call it, “What I accidentally did to my friend Luigi once.” [does karate moves, crushing an oil can] Hey! Hi-yah-pah! Hi-yah!
Grem: There he is!
Mater: Hi-hi-tah! Huh! [after Finn's glass cutter finishes cutting through the window] Look, I probably ought to go. I’m about to miss my flight. [starts to leave]
Finn: [grabbing Mater with his grappling hooks] Don’t worry. I’ve taken care of that. [pulls him towards the hole in the window]
Mater: Whoa!
Finn: [jumping through the hole] Hang on!!
Acer: [grunts]
Mater: Whoa-hah-hah-hah! This is first-class service. You don't even have to go through the terminal!
Airport crew member: [speaks Japanese, after seeing Grem and Acer going over the roof of boarding stairs and giving chase along the runway]
Mater: Your karate partners is back there. They kinda look like they tryin' to catch up!
Finn: Drive forward. Whatever you do. Don’t stop.
Mater: Whoa!
Passenger plane driver: Whoa!
[Mater zigzag around the plane's wheels. Grem dodges the plane, and prepares to shoot a missile. Finn then releases a wheeled motorized jack, which comes to Grem and lifts him up at an angle]
Grem: Whoa... [releases his missile, before being tipped over] Aah!
[Seeing that the missile is heading towards him, Finn releases another one at it, causing the two missiles to explode behind him]
Mater: Is everything okay back there?
Siddeley: Finn, it's Sid. I'm on approach.
Finn: [through the radio] Roger that.
[Acer is shown pulling flatbed trolleys of baggage across the runway, blocking the path]
Mater: 'Member that whole thing about me not us not stoppin' no matter what?
[Just then, Siddeley appears and shoots bullets at the flatbed trolleys to make some of them go up into the air and clear the path]
Mater: Whoa! I knew I shoulda done carry-on!
Finn: [to Siddeley] Thanks, old boy!
Siddeley: [lands on the runway while still moving] You got it, mate! [opens his back ramp]
Mater: Hey, doggonit! Look, it’s my imaginary girlfriend!
Holley: Come on! Get in here!
Mater: I tell you what, you really do want this first date, don’t ya? That’s an no-quit attitude right there. What the?
Siddeley: Aargh!
Finn: Hold on, Sid.
Acer: Aargh!
Siddeley: Come on, Finn! It’s now or never!
Finn: Hold on!

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.
Lightning: [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 with big dewy eyes, trying to hold it together] That you are the greatest race car 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.
Lightning: Well, at least I know if he's at home he'll be safe.

Uncle Topolino: There were even some non-Ferrari fights. So tell me them, va bene. It’s okay to fight. Everybody fights now and then, especially best friends. But you got to make up fast. No fight more important than friendship. Chi trova un'amico, trova un tesoro.
Lightning: What does that mean?
Mama Topolino: "Whoever find a friend, find a treasure." Now mangos eat.

Stephenson: [is traveling to Porta Cosa, carrying Finn, Holley, and Mater] Finn, one hour to Porta Corsa.
Finn: [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]
Finn: Perfect.
Holley: 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 disguise!
Mater's 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.
Mater's 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!
Mater's Computer: Request acknowledged. [Mater wears a vampire costume]
Mater: What the? Hahahaha. [Transylvanian accent] I vant to siphon your gas! Ha, ha! Now make me a taco truck!
Mater's Computer: Request acknowledged. [Mater becomes a white taco truck, and his horn plays "La Cucaracha"]
Mater: A funny car!
Mater's 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]
Finn: The idea is to keep a low profile, Mater.
Mater: So I just go in, pretend to be this truck.
Finn: And leave the rest to us.
Holley: Now, hold still. I have to do the final fitting on your disguise. That’s no good. Hm.
Mater: Hey. What are you doing?

[Lightning is missing Mater at the race in Italy as the racers gather at the finish line]
Italian Announcer: Signore e signori, in the pole position, numero uno... [the crowd starts cheering right away] Francesco! [the Italian crowd roars, cheers and chants for their hometown hero]
Francesco: [to the crowd] Bellissima! Thank you for your support. [to Lightning] And your big mistake, McQueen!
Announcer: In the secondo position... Numero novantacinque (95): Lightning-a McQueen-a!
Luigi: McQuuen-a, is-a everything okay?
Fillmore: If you're worried about your fuel, man, don't. It's perfectly safe.
Lightning: No guys, I just really wish Mater were here.
Francesco: [Notices Lightning is sad.] Francesco understands this, McQueen.
Lightning: Oh, great. Here it comes. What've you got, Francesco?
Francesco: For famous race cars like Francesco and, well... you, to be far away from home, is not easy.
Lightning: [sarcastically] I think you forgot the insulting part of that insult.
Francesco: [emotionally] It's-a no insult! When Francesco is away from home, he misses his mama! Just like you miss your tow truck, amico.
Lightning: [impressed] Gee, I maybe misjudged you, because that's exactly how I--
Francesco: [smiling] Of course! I am at home! And my mama is right here! [points and waves at a vintage Ferrari in the crowd who is smiling, blowing kisses and waving back] Mama! Don't worry, Mama! McQueen is very sad! I will beat his cry-baby bottom today!
Lightning: And... there's the insult we were missing. Grazie!

Miles: [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.
Tubbs: Been there.
J. Curby: Forget about it.
Vladmir: We know how you feel.
Finn: Descramble that voice!
Holley: I’m trying... Oh, it’s too sophisticated!
Miles: 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, Carla Veloso crashes on the track]
Darrell: There's smoke on the Casino Bridge!
David: Oh, no!
Brent: It's Carla Veloso, the Brazilian race car!
[She skids straight into the wall on the viaduct]
Finn: What just happened?
Holley: I'm working on it.
Miles: They laughed at us, but now it's our turn to laugh back.
[Suddenly, Nigel Gearsley’s engine explodes due to the weapon]
David: Another crash! It's number 9, Nigel Gearsley!
[He skids straight into the wall on the viaduct, next to Veloso]
Miles: Embrace your inner lemon. Let it drive you.
Finn: Holley?
Holley: I’m detecting an extremely strong electromagnetic pulse. Finn, it’s the camera!
Finn: Where?
Holley: On the tower!
[Finn speeds furiously throughout the Italian streets]
Miles: 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!
[The Lemons are cheering. Mater is scared.]
Finn: Get out of the way! Andate!
[Noticing that the tower is in the distance, Finn goes over rooftops and swerving past other cars along the roads and past a green car ahead. Francesco and McQueen race past us. During the rush, there is a bus driver shouting in Italian at a person named Trike Feldman for blocking the road while selling Francesco merchandise, until they notice Finn a right turn past them.]
Miles: They will come to us, and they will have no choice, because they will need us.
[Finn stops on top of a rooftop as he then notices Grem and Acer up ahead with the camera. Quickly, he drives towards him, but as he jumps towards the tower, he is stopped in midair, as Grem and Acer both turn around. Grem and Acer start laughing as Finn gets dragged up into a big magnet]
Finn: Huh? Whoa!
Acer: We figured you might stop by! [Finn tries to wiggle free, but the magnet's force is too strong.]
Miles: And they will finally respect us! So hold your hoods high! After today, you will never again be ashamed of who you are!
[Grem pushes the emitter's lever to 75% power, and aims it at Shu Todoroki]
Finn: No!
[Suddenly, Shu Todoroki's engine explodes due to the weapon]
Brent: Oh, number 7 is loose! Shu Todoroki!
[Miguel Camino tries to brake, but crashes into Todoroki. Then, Max Schnell tries to brake, but crashes into the two. The crowd gasped when they saw the three racers crash and pileup. After that, Raoul ÇaRoule and Rip Clutchgoneski try to brake, but they also crash into the three. Jeff Gorvette and Lewis Hamilton brake just in time, leaving them as the only survivors.]
Holley: [gasps and see Finn capture by helicopter] Finn?
Brent: Bumper to bumper as they approach the finish line! McQueen's the winner! Francesco’s second! They have no idea what happened behind them.
Francesco: Ugh! This is impossible!
Lightning: That’s what I’m talking about! Ka-chow! [Ambulances sirens] Wh- What happened? Where are all the other cars?
Francesco: What is going on?
[They look at car crashes on the TV screens]
Lightning: Oh, no!
[A chopper is then seen rushing towards the scene, as the press surrounds Axlerod]
Brent: [on TV] Sir Axlerod, is the final race in London still going to take place?
Miles: [on TV] I suppose that... [sighs] Look, the show must go on, as they say. But now is not the time to talk about...
J. Curby: I can't believe this is really happening!
Vladimir: Shh! Quiet!
Brent: [on TV] And allinol? Will you require all the racers to still run on allinol?
Vladimir: [chuckles] Here it comes!
Miles: [on TV] I cannot, in good conscience, continue to risk the lives of any more race cars. The final race will not be run on allinol.
Lemons: [cheering] Ah-ha-ha! Ha-ha! [continue cheering]
Brent: [on TV, to the TV viewers] There you have it, a clearly devastated Sir Miles Axlerod announcing that he will not require the cars to use allinol for the final race.
Prof. Z: [as casino staff pop lemonade corks] A toast! To the death of allinol and alternative fuel forever!
Holley: [rushing away from the casino] Mater, abort the mission! They've got Finn. Get out of there. Get out of there right now!
[Suddenly, she stops after turning a corner revealing several angry black Hugos in front of her; she gasps]
Ivan: [appearing behind Holley] How is your grandfather?
All Car: Long live lemons!
Car: Isn’t this a great party, Ivan, huh?
Mater: Oh yeah, it’s unbelievable.
Car: You’re not leaving, are you?
Mater: Uh, of course I’m not leaving.
Lightning: Just in shot...
Mater: McQueen?

Miles: [speaks indistinctly to Professor Z through a phone in his disguised voice as the Lemon Mastermind] ...Till Lightning McQueen is dead!
Prof. Z: [after receiving orders from the Lemon Mastermind] Of course. [to his fellow Lemons] Allinol must be finished for good. McQueen can NOT win the last race. Lightning McQueen must be KILLED!
Mater: No! [accidentally turns into a taco truck] (Uh-oh.)
Prof. Z: (Huh?) [confused as Mater's circuits short out, and accidentally blows his own cover; alarmed] 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! Wait!! I didn't mean that kind of "shoot"!
Mater's Computer: Correction acknowledged. Deploying chute. [a parachute appears out of Mater's back]
Mater: Whoa-a-a! [carries him into the air. The Lemons watched as Mater go high up in the air and saw McQueen onstage] McQueen! [spots a motorboat and hook onto it.]
Boat: Whoa! What's this?!
Mater: Whoa!
Boat: Yah!
Mater: [sees McQueen onstage] McQueen! McQueen! Whoa!

[Mater has just gotten himself free by using his Gatling guns, repeating "Dad-gum!", inside Big Ben with Finn and Holley still tied in ropes, near the clock's gears]
Mater: I gotta get you all out of there!
Finn: There’s no time! McQueen needs your help, Mater!
Mater: But I can’t! I’m just a tow truck!
Finn: It’s up to you. Go to the pits and get everyone out. You can do that.
Mater: What about you guys?
Finn: We’ll be okay.
Holley: Go and get some more dents, Mater.
[Mater bursts out of Big Ben and starts speeding to the pits]
Holley: So, we’ll be okay? Really?
Finn: He wouldn’t have left if I’d told him the truth.
[The clock goes downward]
Finn: Argh! Being killed by a clock. Give a whole new meaning to “Your time has come.”
[At this mention, Holley gets an idea]
Holley: Time? That’s it!
[Holley spies a gear box at 20ft down. She fries her electroshock device, but she misses. She recoils them back.]
Finn: [captured with Holley in the Big Bentley clock] What are you doing?
Holley: Trying to turn back time.
[The clock goes downward even more]
Holley: If I can just reverse the polarity...
[Holley’s electroshockers strikes the gear box, and Big Ben begins moving backwards]
Finn: Good job! Quick thinking, Holley!
[As Big Ben goes backwards even more, Mater zooms toward London]
Mater: What’s everybody on the wrong side of the road for?
[Finn and Holley are moving in the opposite direction, toward ANOTHER GEAR! And it's going FASTER. They're seconds from a crushing death...]
Holley: Oh no!
Finn: Drive!
[Finn and Holley drive fast as they can]
Finn: Burn rubber!!
[Finn and Holley drive harder, separating both bumpers with enough room for the gear to SNAP THEIR ROPES! Finn and Holley's tires spin, they both LAUNCH off in opposite directions, and LAND HARD on opposing platforms.]
Finn: We’ve got to get out to the course! Calculate the fastest way to...
Holley: [wings are suddenly appearing out of her] Done!
Finn: Oh, Miss Shiftwell...
Holley: They're standard issue now.
Finn: You kids get all the good hardware.
[They turn to leave, but when they stop, they see something. It's an air filter on the ground.]
Holley: Oh no. That’s Mater’s.
Finn: I knew his escape was too easy.

Police: Come back here! STOP!
Luigi: [in horror] Mater!
Mater: [speeds up to Lightning's pit crew] Everybody, get out! Get out now! Y'all gotta get out the pits! [suddenly recognizes 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!
All: [shocked] A BOMB?!
Finn: [over radio] Mater.
Mater: Finn, you’re okay!
Finn: Listen to me. The bomb is on you! They knew you'd try to help McQueen. When we were knocked out, they planted it your air filter!
Mater: [blows air filter cover off and sees the bomb on his air filter, and looks at Allinol] Uh-oh.
Lightning: Mater, there you are!
Mater: [alarmed] Stop right there!
Lightning: Oh, man, I've been so worried about you!
Mater: Don't come any closer!
Lightning: Are you okay? (What's wrong?)
Mater: No, I'm not okay! Stay away from me!!
Lightning: No, wait! Wait!
Brent Mustangburger: Hold everything. A tow truck has just raced onto the track, and he's driving backwards!
Lightning: Mater, wait!
David Hobbscap: Normally, an emergency vehicle on the track means there's been an accident.
Brent: Wait, wait. Lightning McQueen is chasing him!
Lightning: Mater, wait!
Mater: Stay back! If you get close to me, you're gonna get hurt real bad!
Lightning: I know I made you feel that way before, but none of that matters! Because we're best friends!
Brent: And McQueen seems to be having a conversation with a tow truck.
Darrell: I don’t know who that truck is Brent. But I’ll tell you what, he’s got to be the world's best backwards driver!
Prof. Z: [chuckles]
Mater: McQueen, you don’t get it! I’m the bomb!
Lightning: Yes, Mater! You are the bomb! That’s what I’m trying to say here! You’ve always been the bomb! And you’ll always be the bomb!
Mater: Stay away!
Lightning: No! Never!
Prof. Z: [his tire is almost at the detonation button] Almost there.
Lightning: I'm not... letting you... GET AWAY AGAIN!!! [grabs Mater's tow cable]
Mater: Got to keep away from McQueen!
Computer: Request acknowledged.
Lightning: [suddenly frightened by the rockets] Oh, my gosh!
[Mater rockets off at a tremendous speed, dragging McQueen with him. Zündapp pushes the button, the detonator said “Out of range.” He looked to the TV, and saw Mater is going too fast. He was really getting frustrated as he continued to press the button several times. Mater passes Francesco.]
Francesco: What is happening?! It’s a bad dream!
[He breaked into a track barrier.]
Brent: And Lightning McQueen just blasted away, hooked to the now rocket-propelled tow truck.

Finn: Holley, I'll get Zündapp. You help Mater!
Holley: Got it!
Francesco: [as she flies past him] WHAT IS HAPPENING?!
[Zündapp drives down the streets on the wrong side. Zündapp drives down to a dock with McMissile in pursuit until the ship waits.]
Tony Trihull: [last words] Hurry, Professor!
[Finn jumps off the bridge and onto the pathway. He shoots his grappling hooks at Zündapp]
Prof. Z: AAAH!!
[Finn and Zündapp tried to drive backwards.]
Finn: YAH!! Do you really think I’m going to let you float away, Professor?!
[Just then, Zündapp seemed to be getting stronger, and started to pull Finn's forward, the spy car's tires spinning in reverse, and smoke coming off them. It was because the ship was using the humongous electromagnet. Finn tried to take out his gun to shoot, but he gets stuck onto the magnet. Zündapp loses his monocle, but he gets stuck onto the magnet, too. Then, the missiles hidden in the headlights were stuck onto the magnet. Then, the ship took out a missile launcher, and he uses his laser and aimed at Finn. Mater and Lightning were racing down the London streets.]
Mater: McQueen, LET GO!
Lightning: Never!
Car: [as he rounded a corner, and he talks to Grem and Acer on the radio] Hey, they're coming your way.
Grem: Let’s go!
Acer: [cackles]
[Grem and Acer makes a U-turn. Back at the docks, McMissile is fighting Zündapp, who's using one of his ships to dispose of McMissile's weapons]
Prof. Z: Give it up, McMissile!
[McMissile had an idea, he turn the wheels and he uses his bombs towards the magnet. They were all stuck on the magnet, and they were all armed, and ticking the detonation, then the ship blows up. Holley fly to see Mater and Lightning]
Holley: Mater, stop!
Mater: No way! You could get hurt!
Holley: [gasps as she sees Acer and Grem with the weapons deployed] Oh, no!
[Mater and McQueen continued speeding the streets, the traffic dodged. As Acer and Grem close in them, Holley comes down and bump into Acer and Grem]
Acer, Grem: AAAAH!
[They crashed into a pub where the tables knock down and broke drinks into costumers. Everyone gets angry and attacks the lemons. Mater stops the rocket boots to saving McQueen when Holley arrives.]
Holley: Mater, we got to get that bomb off of you!
Lightning: Bomb?
Mater: Yeah. They strapped it to me to kill you as a back-up plan.
Lightning: Back-up plan?! Mater, who put a bomb on you?
Prof. Z: [tied up] YOU! Why didn’t my death ray kill you?!
Lightning: Death ray?!
Finn: Turn off the bomb, Zündapp!
Prof. Z: Are you all so dense? It's voice-activated. Everything is voice-activated these days.
Mater: Deactivate! Deactivate!
Bomb: Voice denied. [a bomb starts a countdown mechanism from 4:59 to 4:58 to 4:57; Mater gasps in shock.]
Mater: Huh!
Prof. Z: Oops. Did I forget to mention that it can only be disarmed by the one who activated it?
Holley: [shoves her stun gun] Say it!
Prof. Z: Deactivate.
Bomb: Voice denied. [the bomb lowers down from 4:48 to 3:48 to 3:47; Mater gasps.]
Prof. Z: Oh. I'm not the one who activated it. Would anyone else like to try? [Shiftwell zaps him]
Finn: You read my mind.
Holley: He was getting on my nerves.
Lightning: What do we do?
Car: It’s very simple. You will blow up.
Lightning: I’m going out on a limb here. These are the guys that want me dead, correct?
Car: It’s nothing personal.
Mater: 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.
Car: Yeah, but it’s worth a shot.
[Suddenly, from behind them, Red shoots water at the Gremlins, with Sally joining him, causing them to overturn and flip, with Curby landing on his front behind a metal fence. Finn uses his grappling hooks to move up into the air and pull four lemons towards each other, while Holley uses her wings to carry two other thugs and make them hit a few others. Two of the lemons try to take part, but then Guido takes off their tires]
Guido: Pit stop.
[Flo also arrives, shining her headlights into Vladimir's eyes, making enough time for Sheriff to put a parking boot on Vladimir's left rear tire]
Sheriff: Not today, boys!
[Vladimir tries to move, but gives up when he is unable to move with the parking boot on. Guido then moves away another thug, yelling in Italian. Ivan tries to ram into McQueen, but Mater defends, punching him away as well as a couple more of the lemons and human thugs, and yells as he uses his tow hook to throw Tubbs Pacer towards Ramone, who sprays paint over his eyes. He then sees Finn, Mater, McQueen, Holley, and the other Radiator Springs residents are all watching angrily at him and the other lemons]
Car: Retreat! [flees along with the remaining thugs, but immediately finds Sarge and the army confronting them]
Sarge: Thanks for the help, Corporal.
Car: Anything for one of Pop's mates.
[Guido tries to remove the bolts off the bomb, but none of them work. He then gets angry and drives away.]
Lightning: What’s he saying? What’s wrong?
Luigi: None of his wrenches fit the bolts.
Mater: I get it, I get it! I know what needs to be done!
Lightning: 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.
Lightning: Yes it is. You’re yourself in Radiator Springs. Be yourself here. And if...if people aren't taking you seriously, then they need to change, not you. I know that now because I was wrong before. Now, you can do this. You're the bomb.
Mater: Thanks, buddy.
Lightning: No, no, no, you're the actual bomb. Now, let's go!
Mater: Oh, right! Hang on! [hooks up to McQueen, and drives off]
Finn: Where's he going?
Mater: [as he drives through the traffic] Computer!
Mater's Computer: Yes, Agent Mater?
Mater: I need that thing you done before to get me away from McQueen!
Mater's Computer: Request acknowledged. [brings out Mater's rockets and activates him]
Lightning: Mater?
Mater: Now I need you to do shoot! The second kind not the first.
Mater’s Computer: Deploying chute.

Queen’s Guard: Back up! Back away!
Queen: It’s Lightning McQueen!
Queen’s Guard: Get back!
Lightning: No, no, it’s okay! Tell them , Mater. Explain.
Mater: Somebody's been sabotaging the races and hurting the cars, and I know who! Oh, wait! Your Majesty. [bows to the Queen, and exposes the time bomb]
British Car: [off-screen] BOMB! IT'S A BOMB! [the other security cars pull out their guns, and are about to shoot Mater]
Finn: [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.
Lightning: 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.
Holley: 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."
Miles: What is he talking about?
Mater: It was you leaking oil at the party in Japan. [flashback of Miles leaking oil, and blaming Mater] You just blamed it on me. [flashback ends]
Miles: Electric cars don't use oil, you twit.
Mater: Then you're fakin' it. You didn't convert to no electric. We pop that hood, we gonna see that engine from that picture right there.
Miles: [realizing that Mater knows the truth, backs away] This lorry's crazy! He's gonna kill us all! [Miles backs up to the edge of the stage] Stay away!
Holley: But Sir Axlerod created the race, Mater. Why would he want to hurt anyone?
Mater: To make Allinol look bad, so everybody'd go back to using oil. I mean, he said it himself with that disguised voice.
Miles: "Disguised 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.]
Finn: 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?
Miles: [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]
Miles: Wait, somebody save me! The lorry's crazy! KEEP AWAY, YOU IDIOT!
Finn: MATER!
Holley: [the bomb countdown reaches 00:09, 00:08.] Mater!
Miles: Someone, do something!
Car in Crowd: [alarmed] DRIVE AWAY!
Miles: (Fine!) [Mater stands his ground, glaring at Miles, 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.]
Finn: The engine from the photo.
Holley: It's a perfect match. [brings up the image and does a match between Miles' and the blue one's]
Miles: [his last words] How did the tow truck figure it out?
Lightning: It's official. You’re coming to all my races from now on.
Mater: Now you're talking!

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 man. No problem-o. Just let me go get my tools
Holley: Oh, no. I’m keeping that dent. It’s way too valuable.
Lizzie: A valuable dent? Oh, she’s as crazy as Mater.
Mack: Oh, those two are perfect for each other.
Lightning: 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: Explode in a fiery inferno?
Lightning: Yeah.
Finn: We couldn't figure that one out either.
Holley: Our investigation proved that Allinol was actually gasoline, and Axlerod engineered it so that when it got hit by the beam it would explode.
Lightning : Wait a second, Fillmore. You said my fuel was safe. [everyone stares at Fillmore]
Fillmore: If you're implying that I switched out that rotgut excuse for alternative fuel with my all-natural sustainable organic bio-fuel just because I never trusted Axlerod, you're dead wrong, man. [points to Sarge] It was him.
Sarge: Once Big Oil, always Big Oil... Man.
Fillmore: Tree hugger.

[Last lines]
Francesco: [sees Mater fly past him] Impossibile!
Lightning: [seeing Mater rocket up to him] Mater?!
Mater: Check it out! They let me keep the rockets!
Lightning: I'll see you at the finish line, buddy!
Mater: Not if I see you first! [together, they zoom off.]
[Siddeley appears, as he flies away, the screen fades out. The end credits as “Collision of Worlds” and “Nobody's Fool” starts playing.]


  • Fuel the love.
  • Spy it only in theaters June 24, 2011.
  • The mission begins.
  • From the creators of Toy Story 3.
  • Original score composed by Michael Giacchino.

See also[edit]

Voice cast[edit]

External links[edit]

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