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]

Mater: Hey, McQueen! What happened? Is the race over? You won, right?

Mater: Yelling? Oh, you thought... that's funny right there. Nah, see that's `cause I seen these two fellers doing some sort of rate street performance. It was nutso. One of them even had a flamethrower.

Mater: Going to meet my date.

Mater: She started talkin' to me as a voice in my head, tellin' me where to go.

Mater: Wait a minute. I didn't screw ya up, did I?

Mater: Oh. I'm sorry. I didn't mean to.

Mater: Maybe if I, I don't know, talk to somebody and explained what happened, I could help.

Lightning McQueen[edit]

Lightning: Mater, why were you yelling things at me while I was racing?!?

Lightning: A flamethrower? What are you talking about? I don't understand, where were you?!

Lightning: Your date?

Lightning: WHAT?!


Lightning: An imaginary girlfriend?! Flamethrowers?! This is exactly why I don't bring you along to these things!


Lightning: I-I made a mistake, but I can assure you, it won't happen again. Look, guys, we know what the problem is, and we've taken care of it!

Lightning: Oh no...

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]

  • [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. [Walt Disney Pictures presents] Finn, my cover's been compromised. Everything's gone pear-shaped. [a Pixar Animation Studios film] 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 Turbo: Transmitting my grids now. Good luck! [the title starts]

[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]
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!!!

Grem: [laughs, 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 heeere… 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.

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. [hears Mater’s horn and sees him coming] Mater.
Mater: McQueen! [Otis shrieks]
Lightning: Mater!
Mater: McQueen!
[Mater halts, making Otis flung into Ramone's House of Body Art, and stops on a hydraulic lift.]
Ramone: Hey, how far’d you make it this time, Otis?
Otis: Halfway... [panting] to the county line.
Ramone: Ooh, not bad, man! [turns on the lift for Otis]
Otis: I know! I can't believe it either!
Mater: McQueen, welcome back! [they fist bump with their front wheels]
Lightning: 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 friends greetings, they get longer every year.
Mater: You ready to have some serious fun?
Lightning: Well, actually I’ve got something to show you first.
[Cut to Mater noticing McQueen's said-won Piston Cup]
Mater: Wow! I can’t believe they renamed the Piston Cup after our very own Doc Hudson!

Miles Axlerod: And now, our last competitor. Number 95: Lightning McQueen!
Lightning: Ka-chow! Thank you so much for having us, Sir Axlerod. I really look forward to racing. This is a great opportunity.
Miles: The pleasure's all ours, Lightning. You and your team bring excellence and professionalism to this competition.
Mater: DAAAAAAAAAAAAAAAAAAAAAAAAAAAAHHHHHHHHHHHHHHHHHHHHHHHHHH!!!!! Someone give me water! Aah! [sticks his tongue underneath the waterfall] Oh, sweet relief. Sweet relief. [now sated, approaches 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 the bloke that 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 shamefully drives away]
Mater: [now speeding] Comin' through! Excuse me. Leakin' Oil. Where's the bathroom? Thank you. I gotta go. Oh, er... er... [goes into the ladies' bathroom, the women cars scream in embarrassment] Sorry, ladies!

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 fuelfor 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. [The camera shows the labeled in Japan, Italy and England.] 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 a 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're forgetting 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 heading 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.
[The WGP Racers into the starting line.]
Brent: It's time for find out. The racers are locking into the grid.
[The racers are getting ready. McQueen trying to close his eyes.]
Lightning: Okay, here we go. Focus. Speed. I am speed.
[Cars whizzing past, cuts to black.]
Lightning: Victory. One winner. Ten losers.
[McQueen's tires revs, then cuts to black again.]
Lightning: Speed. Speed. Speed. Speed.
[McQueen open his eyes while Francesco laughs while he's on the grid.]
Francesco: Really? You're a speed? Then Francesco is triple speed. [closes his eyes.] Francesco is triple speed. Oh-ho! Francesco likes this, McQueen. It's really getting him into the zone!
Lightning: He is so getting beat today.
[Then lights comes on '3, 2, 1, GO!' Then start the race.]

Darrell: Oh, Miguel Camino has blown an engine!
Brent: Very unusual, Darrell. He's been so consistent all year.

[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 nut so. 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 don't know... 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 zigzags 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] Aaahh!
[Seeing that the missile is heading towards him, Finn releases another one at it, causing the two missiles to explode behind him]
Mater: Is everythin' 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 shits 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: [seeing Holley inside] 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? [as Holley watches with a shocked face] That's a no-quit attitude right there! [Suddenly, gunshots are seen beside him] What the...?
[Behind him, Acer is chasing him, trying to shit him. One of the bullets deflates one of Siddeley's tires]
Siddeley: [being turned to the left and across the grass] Aargh!
Finn: Hold on, Sid.
[Siddeley stops turning and goes straight along another runway, while Acer still keeps trying to shoot bullets. Finn pulls out his gun and fires back, deflating Acer's front right tire.]
Acer: Aargh!
[Acer is turned towards boarding stairs through an airplane, where two waitresses notice him going through the air, before he comes out the other side and falls into a lavatory service truck's tank of human waste, making a muffled cry. Siddeley then lifts his bodywork up, as he hits some signs showing the airport's barriers up ahead.]
Siddeley: Come on, Finn! It’s now or never!
[Finn then spins around so that he is going forwards.]
Mater: Whoa!
[Quickly, Finn heads into Siddeley behind him.]
Siddeley: Hold on! [takes off just before he can hit the barriers]
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.

Holley: Still in one piece, great.

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 manga! Eat!

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.

[Lightning is missing Mater at the race in Italy as the racers gather at the finish line]
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] 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.]
[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'll come to us and they'll 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!
Miles: Long live Lemons!
[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. 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 watches in shock.]
Holley: [Gasps after spotting Finn taken away by the 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?
[The camera shows the lemons inside the casino are cheering, while Mater, who is now all on his own, is about to leave.]
All cars: [chanting] Long live lemons!
Alex: Isn’t this a great party, Ivan, huh?
Mater: Oh yeah, it’s unbelievable.
Alex: You’re not leaving, are you?
Mater: Uh, of course I’m not leaving.
Lightning: [on TV] Just in shock like everybody...
Mater: McQueen?
Lightning: [on TV] Crashes are a part of racing, I know, but something like that should never happen.
Darrell: [on TV] They're letting you choose your fuel for the final race. Do you have any idea what it's gonna be?
Lightning: [on TV] Allinol.
Lemons: [all gasp] What?!
J. Curby: Did he just say Allinol?!
Darrell: [on TV] After today?
Lightning: [on TV] My friend Fillmore says the fuel's safe. That's good enough for me. I didn't stand by a friend of mine recently. I'm not gonna make the same mistake twice.
Brent: [on TV] So a surprising revelation from Lightning McQueen. He will use allinol in the final race, despite what occurred today.
Prof. Z: [listening to the mastermind on the telephone] Yes, sir.
Miles: [indistinctly] ...Till Lightning McQueen is dead!
Prof. Z: 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! [quickly backs up and the emergency light gets bashed by one of the televisions. The bash causes the device to malfunction, as the disguise changes into taco truck form, with his horn playing "La Cucaracha" as several tacos fall out.]
Prof. Z: (Huh?) [It cycles through his other forms: Dracula, funny car, lederhosen, before finally showing Mater's true form, as he nervously smiles; 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!
[Suddenly, his tow cable comes off the boat, causing him to fall.]
Mater: Aah! [hits the leaves of a palm tree, then a hotel sign, and is about to hit a market stall]
Market Seller: Waagh! [gets hit as the screen goes black]
Mater: Let me through! Let me through! [covered in Francesco memorabilia and palm leaves, Mater skids to a halt at the media's entrance] You gotta let me in! I gotta get through to warn McQueen!
Italian Security #1: You cannot-a come through here! Back up, signore.
Italian Security #2: [into a walkie-talkie] We have a lunatic at Gate 9...
Mater: No, listen! I was disguised as a tow truck to infiltrate this Lemonhead meetin' and my weapons system misinterperated what I was sayin'!
Italian Security #2: I repeat. Lunatic at Gate 9.
Mater: [looks past the gate] McQueen! McQueen!
Press: You are the champion!
Press Liaison: Right this way, signore.
Mater: McQueen!
Lightning: Mater?
Mater: McQueen!
Press: Give us a pose!
Mater: McQueen!
Italian Security #1: Back up, sir.
Italian Security #2: Stop moving! Stop!
[Mater darts around the securities and speeds towards the press surrounding McQueen, all his decorations dropping off]
Italian Security #1: Hey, hey, hey! Where are you going? Oy! Stop! Ferma li!
Mater: McQueen!
Lightning: That really sounded like Mater. Mater?
Press Liaison: Signore...
Mater: McQueen! They're gonna kill you!
Lightning: Mater!
Press Liaison: Signore, please...
Lightning: [moves through the press crowd] Uhhhh... scusi, scusi.
Press Liaison: No, no, where are you going?! Please, Mr. McQueen!!
Lightning: Scusi. Mater!
Mater: McQueen!
Lightning: Scusi... Mater! Mater! Mater, I'm so glad to see you. I'm so sorry–
Ivan: Lightning McQueen! I am a huge fan!
Lightning: [surprised] Oh, I'm sorry. I thought I heard–
Ivan: Yes, but that was me. I said, "You killed out there today." You're the best.
Lightning: What? Oh. I mean, thanks.
Press Liaison: Right this way, signore.
Lightning: [pushed back in the other direction] I-I really thought I heard my friend.
Ivan: In England, you'll be finished. At the finish line.
Lightning: Wait, what?
Press Liaison: Please, uh, the world press is waiting. You come-a with me, please.
[Mater, now bound and with his mouth taped, is pulled away and thrown into the back of a transport vehicle. He lands hard on his side, spitting out his tape]
Mater: Let me go!
Prof. Z: You actually care about that race car. A pity you didn't warn him in time.
[The transport vehicle's door shuts, trapping Mater inside, and blacks him out with sleeping gas]

[Meanwhile, the flashback begins with Mater looks at the flashbacks]
Mater: “Idiot,“ is that how you see me?
Finn: That’s how everyone see you. I tell you, that’s the genius of it. Nobody realizes they’re being fooled. Because they’re too busy laughing at the fool.
[Mater opens the door like Gates of Heaven. The first flashbacks in crowd in Tokyo, Japan]
Mater: Excuse me! Domo arigato!
[At the second flashback...]
Mater: [Knocks the window] You done good. You got all the leaves.
Jeff: Check out that tow truck.
Lewis: Man, I wonder who that guy's with.
Lightning: Will you guys excuse me, just a one little second.
[At the third flashback...]
Mater: Now that's a scoop of ice cream.
Sushi Chef: [In Japanese] My condolences.
[Mater eats the Wasabi Ice Cream. And then running to the water. At the fourth flashback...]
Mater: Someone give me water! [sticks his tongue underneath the waterfall] Oh, sweet relief.
Lightning: Mater.
[Francesco and the WGP Racers laughing at Mater. At the fifth flashback...]
Mater: But I never leak oil. Never.
Lightning: Mater, you have to get a hold of yourself. You're making a scene!
[At the sixth flashback...]
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: Maybe if I talk to somebody...
[Mater is sad after the flashbacks. Then the final flashback with Mater banging the gong with everyone laughing.]
Lightning: [offscreen] Listen, this isn't Radiator Springs. This is exactly why I don't bring you along to these things!
[Mater is shocked and dream ends. Mater wakes up inside the Big Ben in London, England.]

Mater: Holley! Finn! Where are we?
Finn: We're in London, Mater. Inside Big Bentley.
[Mater, tied up in ropes, suddenly drops, the clock's gears lowering him several meters; a gear Finn and Holley tied in brings them closer to an intersecting gear]
Mater: Oh, this...this is all my fault.
Finn: 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: [angrily] I'M NOT A SPY! [this echoes throughout the clock; slumps in defeat] I've been tryin' ta tell you that the whole time. I really am just a tow truck.
Holley: [taking this in] Finn, he's not joking.
Finn: 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 and Acer arrive on a lift, roll into view on a catwalk]
Grem: 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?
Acer: [whips a sheet away for the WGP Camera in the clock's face] Not for much longer.
[Mater suddenly drops more towards the gears; the gear Finn and Holley tied in brings them closer to the intersecting gear that would crush them]

Mater: [after freeing himself by using his Gatling guns] I gotta get y'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.

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?
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.]

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 my death ray didn't 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?
Victor: It’s very simple. You blow up.
Lightning: I’m going out on a limb here. These are the guys that want me dead, correct?
Vladimir: It’s nothing personal.
Mater: Fellers, listen. I know what you’re going through. Everybody's been laughing at me my whole life too. [the Lemons seem to take this in] But becoming powerful and rich beyond your wildest dreams ain't gonna make you feel better.
J. Curby: 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 J. 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]
Tubbs Pacer: Retreat! [flees along with the remaining thugs, but immediately finds Sarge and the army confronting them]
Sarge: Thanks for the help, Corporal.
Military Car: Anything for one of Pop's mates.
[Guido tries to remove the bolts off the bomb, but none of them work. He rants angrily in Italian and drives off.]
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. Be 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 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. [brings out the chute; Mater and McQueen soar up in the sky]

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. [holographically shows said photo of the mysterious hood engine]
Mater: And then I remembered what they said 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 leakin' 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. [realizes that he knows the truth, Miles backs away] We pop that hood, we gonna see that engine from that picture right there.
Miles: [panicking] This lorry's crazy! He's gonna kill us all! [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 would go back to usin' 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 tryin' 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! [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. Axlerod shuts his eyes, screaming] 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 mysterious 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: [last lines] 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 talkin'!

[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.]


  • 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.
  • They're not just racing around the world, they're racing to save the world.

See also[edit]

Voice cast[edit]

External links[edit]

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