Cars 2

The film opens on a grainy video recording. A red English sports coupe named Leland Turbo speaks to the camera saying that his mission has failed and that he needs Finn McMissile's help. He jots in his GPS coordinates just as a pair of hatchbacks burst through the doors behind him, a commotion follows, and the video feed dies.
A crab boat named Crabby has a Special Agent named Finn McMissile (Michael Caine) on board. The trawler tells McMissile that they've arrived at the coordinates, but there is nothing but water for miles. A massive warship appears from out of the shadows. It draws its guns on the trawler and demands that it leave immediately. The trawler swiftly obeys the order and turns around, and notices that Finn is no longer on board. The warship drifts back to its home base, unaware that McMissile has attached himself to the back of the ship using his pair of grappling hooks. The two arrive at a massive oil platform in the middle of the ocean. Finn grapples onto one of the oil platform's supports, engages his magnetic tires, and swiftly makes his way to the top of the facility. From above he takes photos and spies on a meeting taking place between dozens of "lemons" (Pacers, Gremlins, etc.). When he tries to get in touch with Leland Turbo, he is unable to hear or get word from him through his comm device. Professor Zündapp (Thomas Kretschmann), a monocled German weapons designer, appears and opens a second box, in which Finn sees what seems to be a regular looking TV camera. Zündapp then pries where two Lemons open a wooden crate revealing the cubed crushed-up remains of Leland Turbo, leaving Finn horrified. The lemons are soon alerted to Finn's presence and a massive chase/firefight ensues. Finn is soon cornered on the top-most platform of the oil rig. He peels out in reverse, plunging at least 100 feet into the water below. The secret agent sprouts water skis and rocket boosters which push him across the water like a speedboat. Zündapp's henchmen take off after him. A massive rocket missile locks in on Finn and explodes, leaving a pile of smoking wreckage floating on the ocean surface. Finn McMissile has in fact, faked his death and survived the explosion. He sprouts his submarine fins, turbines, a scuba mask, and escapes undetected. The Lemons think Finn has died when four tires that Finn used as proof to fake his death surface up onto the sea.
In Radiator Springs, Mater has resumed his towing job and is rescuing a stranded car on the side of the highway. This car who is ridiculed for breaking down and having a tendency to leak oil, unlike Mater who has never had oil-leaking problems, despite looking rusty. Mater tows him back to town and realizes that Lightning McQueen is back after winning his 4th Piston Cup. The two reminisce by visiting the Radiator Springs museum which is dedicated to the memory of Doc Hudson who recently died. Mater has exciting plans for them both, but McQueen cuts him off, saying that he would love to spend some time with Mater, but also wants to spend time with Sally Carrera (Bonnie Hunt), his girlfriend. Later that evening, Lightning and Sally are at the Wheel Well, which has now become a bustling hang-out and restaurant for tourists and visitors. Mater arrives, as a waiter, and interrupts Lightning and Sally's date. They take his intrusion with stride and order a couple of drinks. Mater heads to the bar where Guido is acting as the bartender. On TV, a interviewer is speaking to Miles Axlerod (Eddie Izzard), a former oil baron who has recently given up fossil fuels in favor of his own alternative fuel, "Allinol". Miles tells the interviewer of his plans to hold a World Grand Prix, wherein the world's top racing superstars are invited to compete. One of the contestants, Francesco Bernoulli (John Turturro), an Italian racer, boasts of his speed and strengths and vows that he is unbeatable. The interviewer swiftly answers a call on the air; it's Mater. Mater claims that Lightning McQueen is superior to Francesco in every way and could drive circles around him. Francesco laughs at the claim and challenges McQueen to enter the race. McQueen takes Mater out the booth and talks to Francesco and accepts the challenge on the air.
At the international airport, McQueen bids a farewell to Sally as he and his pit crew board a jumbo jet heading to Japan where the first race of the Grand Prix. McQueen and Mater take in the sights of Tokyo, and head to a Japanese party in a huge mall-like place put on by Miles Axlerod. Elsewhere Finn and his spy-agency counterpart Holley Shiftwell (Emily Mortimer) learn that an American spy is at the party and their job is to intercept him and receive a package. At the building, Mater's antics accidentally go humiliating. First, he mistakes Wasabi (a Japanese food paste) for pistachio flavored ice-cream, and goes screaming through the building and ultimately races onto the stage between where Lightning and Miles Axlerod are to rinse out his mouth on a waterfall fountain, while the other World Grand Prix racers groan in disgust (except for Francesco who laughs at Mater and McQueen) from afar, upon whom he accidentally leaks a little bit of oil. Lightning furiously tells Mater to go to take care of himself and come clean. In the restroom, Mater briefly meets eyes with an old yellow jalopy washing his hands. Mater enters a stall and is confused by the technological complexity of the bathroom stall. Outside of the stall the yellow beater sheds its skin revealing a shiny blue Dodge Challenger beneath named Rod "Torque" Redline: the American Spy (Bruce Campbell).
Two other lemons appear in the bathroom, and a fight takes place. Midway through the uproar, Mater exits the stall and apologetically makes his way to the exit, unaware that Torque passed the package to Mater by placing it on him during the commotion. Holley arrives, and using her GPS locator, she is shocked to discover that the presumed American spy is Mater before she goes to follow him. Mater manages to answer her coded questions through sheer luck, further "proving" his spy identity to Holley and Finn. She sets up a rendezvous with Mater, who mistakes it to be a date, and they part ways.
Meanwhile, Torque finds himself tied up and surrounded by Lemons in a warehouse. Professor Zündapp mans the mysterious typical-looking television camera which is aimed directly at Torque. Zündapp explains that the device is not a TV camera but is actually an electromagnetic pulse camera, which, when aimed at a car using Allinol, will cause its fuel and strength to boil dangerously until it explodes. They show Torque surveillance footage of the prior night's bathroom fight. Then, they demand him to point out the other spy who received the package. Torque refuses, but he twitches emotionally when Mater appears on the screen. Professor Z catches his reaction and orders his minions to find Mater and kill him as well. He then turns the camera weapon on at full power, causing Torque to burst into flames, killing him (offscreen).
The following morning, the race is ready to begin. In the pit, Mater and Lightning's crew all wear headset microphones. The race begins. Above the race, McMissile and Shiftwell are surprised to see Mater attending the race in such a conspicuous manner. The two spot an unusually large concentration of lemon cars around the track. McMissile and Shiftwell spectacularly battle the lemon cars and save Mater, but not before he incoherently narrates the strange goings-on of McMissile and Shiftwell. Mater's incoherent babbling, accidentally being fed to Lightning through his headset, cause Lightning to only come 2nd in the race. Bernoulli competitively teases Lightning for losing. Lightning is mad at Mater, and Lightning rudely snaps at him and says to Mater that he no longer wants his help, leaving Mater sad and heartbroken. The next day, Mater sadly purchases a one-way ticket to go away to Radiator Springs. Lightning's pit crew is preparing to fly to Italy. At the airport, Mater is escorted past security by a disguised Finn who is still convinced that Mater is the American spy they are looking for. Two of Professor Zündapp's Lemons arrive, and a chase takes place on the airport tarmac. McMissile's private jet Siddeley appears overhead, and the two manage to safely get on board. Back at the airport, Lightning and his pit crew are reading a sad and heartbroken message that Mater left them, which makes Lightning guilty for rudely blowing up at Mater.
Onboard Finn's spy plane, Holley examines the package given to Mater by Torque. It is revealed to be a single photo of a car engine belonging to the leader of the lemons. Mater comments that the engine is nothing special: it belongs to a car that leaks oil and requires many replacement parts. Also photographed are a few car parts Finn knows are only sold in Paris, France. Aboard the jet, Finn asks Mater to come along. Mater is hesitant especially because of what happened last night, but Finn assures him he is helping them, so Mater agrees. The three head to Paris, where they track down Finn's usual informant, who is revealed to have sold the Big Boss those parts. Through their investigation, it is revealed that the engine owner is a lemon, one of history's loser cars, which are the same ones the agents have been dealing with. It is also revealed that they will hold a meeting within Italy on the same day as the Grand Prix race, which most likely the boss will attend. After watching from the computer and seeing some of the lemons arrive, it is decided that Mater will be disguised as one of the lieutenant's tow trucks and will gain access to the meeting where he can identify the leader of the lemons and owner of the engine.
The Italian race has begun as Finn and Holley stay to spy on the race and look out for lemons, while Mater infiltrates the meeting in disguise. Holley fits Mater with a voice-activated disguiser which will change his outward appearance to whatever he tells it to do. She also seeks to repair a large dent on Mater's bed. He refuses, saying that the dent is a part of him, and he would never repair it. Holley agrees to work around the dent while Finn gives Mater some weapons. The meeting revealed that all the Lemons' heads are present and wanted in several countries as Mater is nervous about this. Eventually, Professor Zündapp arrives and tells the Lemons the Big Boss is present. A TV appears overhead, upon which Mater sees a live video of the Big Boss' engine apologizing that he can't attend in person due to engine trouble. Big Boss' engine then goes over his plan, and it is revealed he and the rest of the Lemons are the owners of the world's largest untapped oil deposit in the middle of the ocean. Miles Axlerod and his Allinol alternative fuel threaten to put the Big Boss out of business, so they will use the pulse camera to destroy the WGP racers during the race broadcast, including Lightning McQueen. The world will assume that Allinol is dangerous and will continue to use gasoline. Mater is afraid for Lightning. After the Brazil racer and the England racer are shot by the pulse camera, Finn immediately races off to get the pulse camera before any more racers are destroyed, but just as he jumps over to get it, he gets captured by a helicopter's magnet and Grem and Acer who was actually controlling the pulse camera shoots another racer and causes a massive multi quintuple crash.
Lightning and Francesco are neck and neck at the race, but Lightning manages to beat Francesco on his home turf to the latter's annoyance. They soon wonder about the other racers before they see the screens in horror, as the other racers explode and crash by way of Professor Zündapp's pulse camera. For Lightning, 1st place is bittersweet, given the amount of carnage on the track. The Big Boss and his cronies anxiously watch the sports report. Finally, miles Axlerod appears and reluctantly declares that Allinol must be too dangerous and tells the world that the race's final leg will be run on gas. This pleases the Lemons as they celebrate their fortune, as Holley contacts Mater to tell him that Finn has been captured before she gets captured as well by the Lemon Hugos. Eventually, Lightning is interviewed and asked if he, too, will run on gas. Lightning refuses, saying that he will continue to use Allinol. This angers the lemons and the Big Boss, who collectively orders Professor Zündapp to kill Lightning McQueen in the third and final WGP race as his subordinate announces this to all. Mater is shocked and accidentally sheds his disguise and is recognized as an American spy. The lemons draw their weapons, while Mater accidentally draws his weapons, and a blowout happens. This little problem saves Mater, and he flees using a parasol which Finn gave him and flies directly for Lightning, who is still swamped by the press. Mater breaks through barricades and crowds and is about to warn Lightning when Mater is immediately captured by Lemons, and he is replaced by Ivan, an imposter tow truck who distracts Lightning while Mater is thrown into a cargo container. Professor Zündapp taunts him over his care for Lightning and his failure to warn him in time before Mater gets sprayed with tranquilizing gas, sending him unconscious.
While Mater is asleep, Mater dreams of his own immatureness and lack of immaturity, as demonstrated from scenes in Japan that were earlier in the film. When he wakes up, he is inside of Big Bentley Clock Tower in London. He is tied up to the ceiling and is hanging 90 feet over a dangerous set of gears. Below him, Finn and Holley are also tied up, about to be smashed and crushed by a pair of intersecting gear cogs. As they are held captive, Mater moans the situation as he finally tells Finn and Holley he is not a spy, and they now understand that Mater's "immature act" is not an act at all and that Mater is just himself. Mater puts the blame campaign on himself for what happened to Lightning before two lemons appear. They see that Mater, Finn, and Holley are awake and tell them that they have the pulse camera aimed at Lightning McQueen, who is still alive sitting at the starting line. The two Lemons brag that they're going to kill McQueen, and Mater is to watch at Zündapp's order; this horrifies Mater.
At the pits for the race, McQueen talks to the others (who all came after a call) about that Mater is still missing, he had called to talk to Mater not realizing Mater wouldn't be there. As they prepare for the race his friends state Sheriff and Sarge are looking for help, Sally tells Lightning to focus on the race. However, the talk is interrupted as Axlerod comes to Lightning's pit stall to thank him for his decision because of how the fans reacted to the race crash in Porto Corsa. He even hoped McQueen will win so that his creation will be given the popularity it deserved. Sally tells McQueen to race for Mater, which he agrees to.
The race begins as the lemons aim the pulse gun at Lightning and pull the trigger, while a horrified Mater looks on as the pulse gun is about to fire. To their surprise, Nothing happens, and Lightning does not explode, and they are confused as Zündapp contacts them and angrily questions this before telling them to go to the backup plan. Mater questions this plan, and they tell him that they have planted a bomb in Lightning's pit and it will explode. The two Lemons quickly leave to meet with Professor Zündapp. Mater manages to free himself from his bonds and offers to save Finn and Holley, but he is told instead to save his friends at the pit stall. Mater obliges and takes off to save his friends. Finn and Holley are two minutes away from being smashed and crushed in the clock tower when she manages to turn back the clock in Big "Bentley" Clock Tower, which sends the clock's gears in reverse and saves them both. Now free, the two find Mater's air filter is discarded on the ground. They both realize that the two lemons have actually lied to them, and the bomb isn't in the pit; it's planted on Mater, in taking the place of his air filter. Holley sprouts her weaponry wings while Finn takes off on the ground to both save Mater and stop Professor Zündapp from exploding the bomb.
Mater quickly makes his way onto the track and arrives at Lightning's pit; he is surprised to see all of his friends are there because of him and warns them of the bomb before Finn contacts him and tells him the bomb is on Mater. Mater, now aware of where the bomb is, seeks to outrun Lightning, who immediately spots him and is about to apologize to Mater. Instead, Lightning hooks himself to Mater, who sprouts a pair of rocket boosters (given by Finn), and the two burst through the track wall into the streets of London. Professor Zündapp tries exploding the bomb, but by now, Mater and Lightning are so far away, the bomb is well out of range. Finally, Holley and Finn arrive, with the latter ordering Holley to handle Mater's situation while he goes after Zündapp, and a chase takes place between them. Meanwhile, the lemons go after Lightning and Mater.
Professor Zündapp arrives at the docks, where his ship is waiting for him to board, but Finn is close behind and manages to grapple himself to the Professor's back bumper. Unfortunately, the ship produces a giant magnet, and a tug of war between the ship and Finn occurs. Mater and McQueen continue to travel in the streets of London as Mater tells him to let go, but McQueen refuses. Finn immediately projects several magnetic grenades toward the ship's magnet, which causes it to explode. Holley catches up to Mater and McQueen; she tells him to stop, but he refuses, and she is forced to stop the lemons from earlier to prevent them from attacking Mater and McQueen. After Holley dive swipes them, the two lemons crash into a royal bar and get beaten up and destroyed by other angry cars who mash them up for it.
In the center of London, Mater, and McQueen finally stop as Holley states they have to disarm the bomb that was planted on Mater. Lightning is shocked at this situation and questions who put a bomb on Mater. Immediately, Finn arrives with a tied-up Professor Zündapp, who angrily questions McQueen on why his death ray didn't kill him, which shocks McQueen even more. At Finn's demands, Professor Zündapp reveals the bomb is voice-activated, which means it can be deactivated by voice. Mater quickly attempts to disarm the bomb using voice activation but discovers that the bomb has a fail-safe for such a scenario. It begins counting down from 4 minutes. Professor Zündapp states the bomb can only be disarmed by whoever's voice is that armed it, as Holley threatens Professor Zündapp to disarm it. He obliges, but the heroes are shocked to find the bomb's timer count down from 4 to 3 minutes, meaning that Zündapp did not arm the bomb. When he asks if anyone else would try, Holley zaps him unconscious with her Taser Beam, defeating him once and for all.
As they wonder what to do, the lemons and their army arrive to make sure the bomb goes off. Lightning notes they are the ones who want him dead, which they confirm but state that it's not personal. Mater tries to talk them out of it though his explanation of becoming rich and powerful only further encourages them but luckily everyone from Radiator Springs show up and helps them defeat all the criminals. As the remaining lemons try to flee from the area, Sarge appears with the British military who presumably take the remaining villains into custody.
Afterward, Guido tries to unscrew the bolts of the bomb planted on Mater, but none of Guido's wrenches fit the bolts. With only 2 minutes left, Mater soon envelops his mind around the situation and believes that he has actually realized who the identity of the Big Boss is, who should be able to disarm the bomb using his voice. Mater, using his rockets and parachute, blasts himself and Lightning across London to the race's finish line. There he finds Miles Axlerod and the Queen of England.
Mater tells everyone that someone is sabotaging the racers, and he knows who before bowing to the Queen, revealing the bomb to the guards, causing a panic. Finn arrives, telling them Mater cannot disarm it before Lightning tells Mater to reveal his claims, and Mater states the Big Boss was Axlerod. Everyone pays attention as Mater states that he figured it out, as the bomb on him holds the same bolts as the engine he saw from the photo. Mater has Holley show the picture before states Miles Axlerod is the one who leaked oil at the party in Japan, and he had really just blamed it on Mater. Axelrod denies this by stating electric cars don't use oil, but Mater states Axelrod is really faking being an electric car and says that they'll see the engine from the photo if they open up his hood. Axelrod tries to rebuke this as everyone questions Mater's theory, and he says Axelrod admitted to this after he used his disguised voice for everyone to hate Allinol so the world would use oil. Axelrod states that the notion is preposterous as the Queen's grandson wants to get her from the scene, but she wants to see where things are going. Finn states to Mater that Axelrod was the one who created the fuel, but Mater brings up the possibility of Axelrod finding the oil wells in the ocean and creating Allinol as a sham to make alternative fuel look bad to profit from oil. Axelrod denies this, even asking if Mater is basing this on a wild theory before The Queen and her guards leave with Axelrod begging for help but is ignored. He tells Mater to back off as the bomb's timer ticks down from 10 seconds as Mater is face to face with Axlerod. Everyone braces for the explosion as the timer counts down at 1 before Axlerod quickly deactivates the bomb, and it is revealed Mater was right. The bomb shuts down for good as the guards surround Axelrod, Mater lifts the defeated villain's hood, and the engine is the same as the Lemon's big boss, which Holley and Finn confirm. Axelrod then questions how Mater figured out his plan, as Lightning apologizes to Mater for harshly snapping up about him and Lightning convinces Mater that he is from now on coming to all his races.
As thanks for defeating Axlerod's plans, Mater is soon knighted by the Queen of England though he insists on just being called Mater. He soon introduces Lightning and Finn and back forth before introducing them to the Queen. When the team returns home to Radiator Springs, where Mater is as much a celebrity as Lightning. He brags about his flying British girlfriend, as his story is met with skepticism until Finn and Holley arrive, confirming the story. Mater introduces Finn as an agent to everyone and is about to do the same with Holley, who interrupts by stating she and Mater are a couple, which shocks Guido, who, as Luigi puts it now, believes Mater's claims. Holley is now sporting her own dent, which she refuses to fix (like Mater). McQueen is still confused about something; he brings up Zundapp, stating that the death ray should have killed him as he and Mater question why didn't he explode. Finn and Holley state they are perplexed, too, as they reveal Allinol is just regular gasoline, modified by Axelrod to explode when targeted. McQueen asks Fillmore about his claims of his fuel being safe as Fillmore admits that Sarge had used Fillmore's alternative fuel in place of the Allinol because it was bad. Sarge confirms this while awkwardly using Fillmore's catchphrase "Man" as he is teased by him for it by the latter.
Back in Radiator Springs, the same race cars from the WGP get invited to an unofficial Radiator Springs Grand Prix, free of the press, video cameras, bright lights, and parties. Lightning jokes with Francesco, and the race begins. Mater joins the race with the rockets as he and Lightning compete.
Siddeley arrives and tells Finn and Holley that they've been called onto another mission and that the Queen has personally requested Mater's involvement. Mater immediately turns them down, saying that he's happy to be home and doesn't want to leave on another adventure yet. Holley says they understand, but she'll return soon since he owes her a first date, and Finn and Holley leave Mater with the weaponry they gave him before they take off. The film ends with Mater telling Lightning that he will see Lightning at the finish line first while Finn's spy jet winks and flies off.