Agent Holley Shiftwell

*"Oh, yes. Sorry. It's Shiftwell. Holley Shiftwell."*—**Holley Shiftwell**, *Cars 2*

**Holley Shiftwell** is a secret agent based in Tokyo, Japan, who assists Finn McMissile in his missions.

## Official Description(s)

"Holley is a beautiful young British desk agent turned spy-in-training who is stationed in Tokyo. Well-educated and sharp, she knows every trick in the book (or rather, she relies on every trick in the spy manual). She is armed with all of the latest state-of-the-art spy equipment imaginable, from hidden cameras and concealed weapons to a telescoping utility arm and a holographic pop-up display. Holley is a highly motivated agent, but is fresh out of the academy, so her experience is based on lessons learned in school rather than real-life situations. When Finn McMissile requires Holley's technical expertise for his latest top-secret field operation, she finds herself pursuing a rendezvous with the most unlikely candidate -- Mater, an innocent tow truck caught up in the intrigue, who is mesmerized by the beauty of his newest friend."

*Holley is a beautiful young British desk agent turned spy-in-training who is stationed in Tokyo. Well-educated and sharp, she knows every trick in the book (or rather, she relies on every trick in the spy manual). She is armed with all of the latest state-of-the-art spy equipment imaginable, from hidden cameras and concealed weapons to a telescoping utility arm and a holographic pop-up display. Holley is a highly motivated agent, but is fresh out of the academy, so her experience is based on lessons learned in school rather than real-life situations. When Finn McMissile requires Holley's technical expertise for his latest top-secret field operation, she finds herself pursuing a rendezvous with the most unlikely candidate -- Mater, an innocent tow truck caught up in the intrigue, who is mesmerized by the beauty of his newest best friend.*

## History

### *Cars 2*

In *Cars 2*, Holley Shiftwell is a British desk secret agent working in Tokyo who is sent in the World Grand Prix opening ceremony to exchange important information with Finn McMissile. She quickly becomes a field operative as Finn sent her to meet another spy named Rod Redline in the bathroom. However, the latter is attacked by two lemons, Grem and Acer, and is forced to deliver a photograph to Tow Mater. When Holley meets this one, he falls in love with her and he thinks they have a date. At the end at the movie, she tells everyone she is Mater's girlfriend and says to him that he still owes her a first date.

## Biography

### Early-Life

Holley is a young British desk agent turned spy-in-training who is stationed in Tokyo. Well-educated and sharp, she knows every trick in the book (or rather, she relies on every trick in the spy manual). She is armed with all of the latest state-of-the-art spy equipment imaginable, from hidden cameras and concealed weapons to a telescoping utility arm and a holographic pop-up display. Holley is a highly motivated agent, but is fresh out of the academy, so her experience is based on lessons learned in school rather than real-life situations.

### Cars 2

When Finn McMissile requires Holley's technical expertise for his latest top-secret field operation, she finds herself pursuing a rendezvous with the most unlikely candidate—Mater, an innocent tow truck caught up in the intrigue, who is mesmerized by the beauty of his newest friend. Holley comes across Finn McMissile at the opening ceremony of the World Grand Prix in Tokyo, and tells him that an American agent has been placed onto a secret oil rig owned by a group of thugs, and had been able to get a photo of the mastermind. Finn changes the plan of himself meeting the American by having Holley take the role instead, as the thugs from the oil rigs are at the ceremony as well.

The American agent, who is called Rod "Torque" Redline, activates his tracking beacon, and Holley follows the guide on her digital read-outs. To her dismay, Rod is in the men's bathroom. She is reluctant at first to go into it due to being opposite gender but agrees to Finn telling her that she cannot spend too much time stalling. Unbeknownst to her, Rod is being attacked by two of the thugs, named Grem and Acer. Just as Holley is about to go in, Mater comes out, with the tracking beacon on him due to Rod Redline his device with the photo onto Mater's undercarriage. Holley does not believe at first that Mater is the agent, but Finn believes that he is when Holley describes him to be extremely American.

Holley comes across Mater and tries to make sure she is talking to a spy by saying that a Volkswagen Karmann Ghia has no radiator. Mater knows the correct answer of it being air-cooled, to which Holley then tells him that she is from the Tokyo Station. However, Mater starts going on and on about other models that are also air-cooled. After his mentions of Type 3 Squarebacks and Type 2 buses, Holley tells him that they need to talk somewhere more private. Mater gets confused about what she means, to which she then figures that it is impossible to know if any places are not compromised. To make sure that they find someplace at another time, she asks when she can see Mater again, to which he replies that he will be at the World Grand Prix race in Tokyo the next day. Holley agrees to make a rendezvous with him at that time.

On the day of the race, Finn and Holley watch Mater from inside a building, seeing that he is in the pits, to which Holley is confused about because of the rules of spies not coming into contact with the public. Finn believes that it is his cover, and they wait patiently for Mater to contact them, which he does not know about. Soon, Holley notices on her onboard computer that some of the thugs are closing in on Mater, and Finn leaves to battle them. Holley manages to hack into and speak through Mater's headset, telling him to get out of the pits. Mater eventually does, thinking that the rendezvous is a date. After Finn defeats the thugs, Holley says to Mater that the rendezvous has been jeopardized and that they will be in touch soon.

The next day, Holley gets on board Siddeley before he comes onto the runway of Haneda Airport to pick up Finn and Mater, who were being chased by Grem and Acer. Mater is immediately interested to see Holley, stating her to be his imaginary girlfriend. Holley then replies to get into Siddeley, but Mater asks her if she wants a date with him, leaving her shocked and confused as he talks. However, they are soon attacked by Acer, who is shooting at them. Finn finishes him off by shooting at his tire to deflate it and cause him to turn toward another plane and fall into a lavatory service truck. As Siddeley comes towards the end of the runway, Finn turns around to pull Mater onto Siddeley.

Finding that the device is still on Mater's undercarriage, Holley takes it off and gets the photo downloaded. Mater begins introductions of her and Finn, which she feels confused when Mater says that she is his date. He immediately says that he did not get her name, to which she introduces it. The photo then comes up, showing what is an old engine which Mater recognizes at first glance. They are unable to figure out who the engine belongs to but find that the mastermind has some rare parts.

To find more information, they travel to Paris to find a black-market parts dealer who is named Tomber. As they see him talking to someone, Finn and Holley take cover, but Tomber sees Finn's reflection on several hubcaps after Mater appears, and quickly drives away. A chase takes place, ending when Holley appears in front of Tomber, causing him to overturn and go through the air before landing in a market stall. Holley then tases him, thinking him to be an enemy, but is stopped by Finn, because Tomber is actually his informant. Meeting up in a private warehouse for used car parts, they hear from Tomber that he had sold these kinds of parts to someone who is his best costumer, and he was also not able to figure out who this guy is either, and had been wondering why the person would need so many parts. Mater tells them that is because he's a lemon car. When Finn questions the term, Mater explains that lemons are cheaply made cars that were built to breakdown all the time before saying that the Pacers and Gremlins that have been trying to attack them back in Japan are also lemon cars. Sensing a trend, Finn asks Holly to pull out the pictures he took of the oil platform and identify all the cars out there. Holly identifies Hugos and Trunkovs which Mater also identifies as lemons, which makes Holly deduce that everyone involved in the plot are all lemon cars. They find out that the lemons are having a secret meeting in Porto Corsa, Italy, which is also where the second World Grand Prix race is being held. Knowing that the mastermind will be there as well, they board Stephenson the spy train for Porto Corsa.

During the journey, Holley gets an idea of having Mater infiltrate the lemons' meeting while holographically disguised as a blue tow truck named Ivan, who is responsible for towing Victor Hugo to different locations. Mater has to make voice commands through a device put on his beacon light to activate the disguise. Noticing that Mater's bodywork is not smooth enough for the disguise's final fitting, Holley gets a mechanical arm from Stephenson's ceiling to fix Mater's dents. However, Mater is at first startled but then explains to Holley that he does not have his dents fixed, as he wants to still remember them, claiming them to be way too valuable. While Holley begins to work around Mater's dents, Finn adds some weapons into Mater's bodywork.

Upon arriving at Porto Corsa's casino, as part of the plan, Holley comes up to Ivan and a group of black Hugos, who are all unaware that she is a spy. She talks in an Italian accent, and says that she needs them to help her broken down made-up grandfather. Ivan and a Hugo named Alexander Hugo get into a small argument about who she was talking to, before she chooses Ivan. She takes him around the corner of the casino, and electrocutes him so that Mater can take his place while in disguise. Holley then joins Finn outside, communicating with Mater on the radio, along with showing Mater's point of view on her on-board computer. While he is in the casino, Holley warns Mater about being careful what he says, which makes him ask if she is wanting him to stop talking to her. Hearing what Mater is saying, Alexander is thinking that he is acting weird, to which Mater starts to talk to Alex while learning his nicknames by using an invisible heads-up display on his eyes. As soon as Mater starts to mention Alex's wanted status, Holley immediately tells him to stop, before Alex then says to quiet down because he may get him arrested. Holley remains shocked as Alex tells another Hugo (William Hugo) not to mess with Ivan today because he is in a bad mood, which makes Finn very impressed that it does not blow Mater's own cover.

Mater and the Hugos come into one of the casino's rooms to meet the rest of the lemons, waiting for their boss to arrive. Finn and Holley watch as there are knocking sounds on the door, but it turns out to be Professor Z. The mastermind is then seen on the flat-screened televisions with only his engine seen, and talking in a disguised voice. Holley tries to get it descrambled but is unable to because it is too sophisticated. The mastermind mentions about that the lemons have all been laughed at their whole lives by the whole world after they stopped manufacturing their models and parts, then tells them about their plan of paying back. While he is talking, several of the World Grand Prix racers crash when their engines explode. Holley finds that it is due to a very strong electromagnetic pulse, which is coming from a generator disguised as a TV camera, being used by Grem and Acer on a tower. Finn then rushes to stop them, but just as he is about to, he gets captured when he gets pulled by a helicopter using a large magnet, as they already knew that he was going to come. Holley notices that Grem and Acer are still using the emitter, causing most of the other racers to crash, before she then sees Finn being carried away. Thinking that they need to abort the mission, she tells Mater to get out of the casino, before she too gets captured when she is surrounded by Ivan and several more lemons.

The lemons later capture Mater after his cover is accidentally blown, and take him, Holley and Finn to London, tying them to the giant gears of Big Bentley, which are supposed to crush them in a couple of minutes as the clock moves. Holley and Finn get shocked when Mater shouts to them that he is not a spy, as he said that he *tried* to tell them that, but they did not understand him earlier. Just then, Grem and Acer arrive in an elevator, planning to use the EMP generator to kill racecar Lightning McQueen, who is best friends with Mater, during the final World Grand Prix race, which is taking place in the city. This attempt fails, which leaves the lemons wondering why. Holley, Finn and Mater then get informed by Grem and Acer that they are going to the back-up plan, which is that they have put a bomb in McQueen's pit which should explode when he comes in. As they insult him, Mater notices that his gatling guns have slightly cut through the ropes he is tied in. After Grem and Acer leave, Mater repeatedly does voice command to make the guns cut through the ropes completely, setting him free. He is desperately wanting to help Finn and Holley, but they tell him to go and warn McQueen's pit crew, claiming to him that they will be okay so that he leaves.

Hearing Finn say that being killed by a clock gives a completely new meaning to the phrase "Your time has come". Holley gets thinking and uses her electroshock device to reverse the battery so that the gears move the other way the clock's hands go counter-clockwise. However, on the other side, another gear is about to crush them. They drive forward to make a gap big enough for the gear to go between them and cut the ropes off to prevent from getting killed. However, as they prepare to get to the course, they then spot Mater's air filter, revealing to them that the lemons have actually put the bomb on Mater. They warn him on the radio just as he arrives at the pits to warn his friends about the bomb, which is also the moment when McQueen comes in and is glad to see Mater. Knowing that the lemons are about to make the bomb go off, Mater drives away from McQueen, who chases after him, not knowing about the bomb. Holley soon appears in front of Professor Z and points her guns at him, causing him to flee in fear. As Finn goes to get the professor, Holley goes to help Mater while using her retractable wings and afterburners for flight. She finally notices him going through the streets of London, using his rocket jets, while McQueen is holding onto his tow hook. She tells Mater to stop, but he declines, telling her that she could get hurt. However, Holley then sees Grem and Acer heading towards them and gets into action by flying ahead of them, causing them to hit her and bounce through the air into an inn, where the customers angrily beat them up for knocking over their beer.

As Mater and McQueen halt to a stop, Holley appears, saying that they have got to get the bomb off, which makes McQueen finally realize the situation. Finn then arrives with Professor Z tied up and orders him to turn the bomb off. The evil professor tells them that the bomb is voice-activated, but after it denies Mater's voice telling it to deactivate by starting a timer, they hear from Professor Z that only the one who had turned it on can deactivate it. Holley aims her electroshock device at him, threatening him to say it, to which he does, but his voice is denied as well. Professor Z explains that he is not the one who had activated the bomb and asked maliciously if anyone else would like to try, but Holley then tases him, saying that he was annoying her.

A few moments later, they get surrounded by the rest of the lemons, who try to make sure that they do not escape and the bomb activates. But as J. Curby Gremlin gets out his gun, McQueen and Mater's friends come to the scene to help them fight the lemons. Holley defeats many cars on her own, causing the rest to retreat but they are cornered by the British military and Sarge.

With the lemons presumably arrested, everyone tries to figure out how to disarm the bomb. Mater then figures out who had turned it on, and takes McQueen to Buckingham Palace while using his rocket jets and parachute, with the rest of the gang following on land (or in the case of Holley, with flight). Mater tells the Queen, the bodyguards and police that the mastermind is none other than Miles Axlerod, the creator of the World Grand Prix and Allinol fuel. Miles tries to convince that Mater is the crazy one, but the tow truck explains that he had figured it out because the bomb was attached with the same bolts that hold together the mastermind's engine, and that he remembers a saying of old British engines having oil *in* them when it is *under* them, pointing out that Axlerod had put the blame on him for leaking oil back in Japan. Axlerod still claims that Mater is crazy, even Holley and Finn were skeptical themselves and wonder why would Axlerod want to hurt anyone if he created the World Grand Prix and Allinol, to which Mater explains that it would be to make everyone think that alternative fuel is not safe and go back to fossil fuels, and that they would have to buy oil from the oil rigs so that the lemons can become rich. He also pointed out that Axlerod said these words in a disguised voice, which he stills claims to be ridiculous.

As the timer on the bomb gets closer to zero, the bodyguards evacuate most other vehicles, including the Queen, her grandson, and other spectators. Axlerod is blocked by Mater on the edge of the platform, and Holley and everyone else brace for the explosion. Just one second before it could explode, Axlerod is forced to make the bomb successfully deactivate. Mater then opens Axlerod's hood to show Finn, Holley, and the police that his assumption was correct, convincing them that Axlerod is the mastermind as his engine is a perfect match to the picture Holley took. Holley and Finn then join McQueen, his friends, and the spectators to watch Mater being knighted by the Queen for his bravery before returning home with his friends.

Finn and Holley soon arrive in Radiator Springs to greet Mater, also convincing Van on Mater telling him, Minny and the townsfolk about his big adventure. As Mater introduces everyone to the agents, Holley mentions that she is Mater's girlfriend, which also surprises Guido, as he and Luigi had not believed Mater claiming so back in Japan. Flo notices that Holley has a dent on her side, which was caused when Grem and Acer drove into her back in London. Ramone prepares to get his tools to fix the dent, but Holley decides to keep it, stating it to be as valuable as Mater's. McQueen soon gets to the question of why he did not explode when he was hit by the pulse, to which Finn and Holley explain that they could not figure that out either, along with that they have found out Allinol was actually gasoline modified to explode when coming into contact with the beam itself. The answer to the question is then revealed when Fillmore says that his organic fuel was put into McQueen by Sarge during the race.

Everyone soon watches McQueen, and the rest of the World Grand Prix racers participate in the unofficial Radiator Springs Grand Prix, with the townsfolk cheering McQueen on. Siddeley then arrives, ready for Finn and Holley to leave as they have another mission. Knowing that Mater is not a spy, they mention that it was still great to meet him. He politely declines to join them, as he is at home, and Holley promises to return for their first date.

Holley comes across Finn McMissile at the opening ceremony of the World Grand Prix in Tokyo, and tells him that an American agent has been placed onto a secret oil rig owned by a group of thugs, and had been able to get a photo of the mastermind. Finn changes the plan of himself meeting the American by having Holley take the role instead, as the thugs from the oil rigs are at the ceremony as well.

The American agent, Rod "Torque" Redline, activates his tracking beacon, and Holley follows the guide on her digital readouts. To her dismay, Rod is in the men's bathroom. She is reluctant at first to go into it due to being opposite gender, but agrees to Finn telling her that she cannot spend too much time stalling. Unbeknownst to her, Rod is being attacked by two of the thugs, named Grem and Acer. Just as Holley is about to go in, Tow Mater comes out, with the tracking beacon on him due to Rod putting his device with the photo onto Mater's undercarriage. Holley does not believe at first that Mater is the agent, but Finn believes that he is when Holley describes him to be extremely American.

Holley comes across Mater, and tries to make sure she is talking to a spy by saying the phrase of a Volkswagen Karmann Ghia having no radiator. Mater knows the correct answer of it being air-cooled, to which Holley then tells him that she is from the Tokyo Station. However, Mater starts going on and on about other models that are also air-cooled. After his mentions of Type 3 Squarebacks and Type 2 buses, Holley tells him that they need to talk somewhere more private. Mater gets confused about what she means, to which she then figures that it is impossible to know if there are any places that are not compromised. To make sure that they do find someplace at another time, she asks when she can see Mater again, to which he replies that he will be at the World Grand Prix race in Tokyo the next day. Holley agrees to make a rendezvous with him at that time.

On the day of the race, Finn and Holley watch Mater from inside a building, seeing that he is in the pits, to which she is confused about because of the rules of spies not coming into contact with the public. Finn believes that it is his cover, and they wait patiently for Mater to contact them, which he does not know about. Soon, Holley notices on her on-board computer that some of the thugs are closing in on Mater, and Finn leaves to battle them. Holley manages to hack into and speak through Mater's headset, telling him to get out of the pits. Mater eventually does, thinking that the rendezvous is a date. After Finn defeats the thugs, Holley says to Mater that the rendezvous has been jeopardized and that they will be in touch soon.

The next day, Holley gets on board Siddeley before he comes onto the runway of Haneda Airport to pick up Finn and Mater, who were being chased by Grem and Acer. Mater is immediately interested to see Holley, stating her to be his imaginary girlfriend. Holley then replies to get into Siddeley, but Mater asks her if she wants a date with him, leaving her shocked and confused as he talks. However, they are soon attacked by Acer, who is shooting at them. Finn finishes him off by shooting at his tire to deflate it and cause him to turn toward another plane and fall into a lavatory service truck. As Siddeley comes towards the end of the runway, Finn turns around to pull Mater onto Siddeley.

Finding that the device is still on Mater's undercarriage, Holley takes it off and gets the photo downloaded. Mater begins introductions of her and Finn, which she feels confused when Mater says that she is his date. He immediately says that he did not get her name, to which she introduces it. The photo then comes up, showing what is an old engine which Mater recognizes at first glance. They are unable to figure out who the engine belongs to, but find that the mastermind has some rare parts.

To find more information, they travel to Paris to find a black-market parts dealer who is named Tomber. As they see him talking to someone, Finn and Holley take cover, but Tomber sees Finn's reflection on several hubcaps after Mater appears, and quickly drives away. A chase takes place, ending when Holley appears in front of Tomber, causing him to overturn and go through the air before landing in a market stall. Holley then tases him, thinking him to be an enemy, but is stopped by Finn, because Tomber is actually his informant. Meeting up in a private warehouse for used car parts, they hear from Tomber that he had sold these kinds of parts to someone who is his best costumer, and he was also not able to figure out who this guy is either, and had been wondering why the person would need so many parts. Mater tells them that lemons need that much parts, saying that they were those cars that have been trying to attack them back in Japan. They find out that the lemons are having a secret meeting in Porto Corsa, Italy, which is also where the second World Grand Prix race is being held. Knowing that the mastermind will be there as well, they board Stephenson the spy train for Porto Corsa.

During the journey, Holley gets an idea of having Mater infiltrate the lemons' meeting while holographically disguised as a blue tow truck named Ivan, who is responsible for towing Victor Hugo to different locations. To activate the disguise, Mater has to make voice commands through a device put on his beacon light. Noticing that Mater's bodywork is not smooth enough for the disguise's final fitting, Holley gets a mechanical arm from Stephenson's ceiling to fix Mater's dents. However, Mater is at first startled, but then explains to Holley that he does not have his dents fixed, as he wants to still remember them, claiming them to be way too valuable. While Holley begins to work around Mater's dents, Finn adds some weapons into his bodywork.

Upon arriving at Porto Corsa's casino, as part of the plan, Holley comes up to Ivan and a group of black Hugos, who are all unaware that she is a spy. She talks in an Italian accent, and says that she needs them to help her broken down made-up grandfather. Ivan and a Hugo named Alexander Hugo get into a small argument about who she was talking to, before she chooses Ivan. She takes him around the corner of the casino, and electrocutes him so that Mater can take his place while in disguise. Holley then joins Finn outside, communicating with Mater on the radio, along with showing Mater's point of view on her on-board computer. While he is in the casino, Holley warns Mater about being careful what he says, which makes him ask if she is wanting him to stop talking to her. Hearing what Mater is saying, Alexander is thinking that he is acting weird, to which Mater starts to talk to Alex while learning his nicknames by using an invisible heads-up display on his eyes. As soon as Mater starts to mention Alex's wanted status, Holley immediately tells him to stop, before Alex then says to quiet down because he may get him arrested. Holley remains shocked as Alex tells another Hugo not to mess with Ivan today because he is in a bad mood, which makes Finn very impressed that it does not blow Mater's own cover.

Mater and the Hugos come into one of the casino's rooms to meet the rest of the lemons, waiting for their boss to arrive. Finn and Holley watch as there are knocking sounds on the door, but it turns out to be Professor Zündapp. The mastermind is then seen on the flat-screened televisions with only his engine seen, and talking in a disguised voice. Holley tries to get it descrambled, but is unable to because it is too sophisticated. The mastermind mentions about that the lemons have all been laughed at their whole lives by the whole world after they stopped manufacturing their models and parts, then tells them about their plan of paying back. While he is talking, several of the World Grand Prix racers crash when their engines explode. Holley finds that it is due to a very strong electromagnetic pulse, which is coming from a generator disguised as a TV camera, being used by Grem and Acer on a tower. Finn then rushes to stop them, but just as he is about to, he gets captured when he gets pulled by a helicopter using a large magnet, as they already knew that he was going to come. Holley notices that Grem and Acer are still using the emitter, causing most of the other racers to crash, before she then sees Finn being carried away. Thinking that they need to abort the mission, she tells Mater to get out of the casino, before she too gets captured when she is surrounded by Ivan and several more lemons.

The lemons later capture Mater after his cover is accidentally blown, and take him, Holley and Finn to London, tying them to the giant gears of Big Bentley, which are supposed to crush them in a couple of minutes as the clock moves. Holley and Finn get shocked when Mater shouts to them that he is not a spy, having tried to tell them the whole time over and over, which they did not understand him earlier. Just then, Grem and Acer arrive in an elevator, planning to use the EMP generator to kill racecar Lightning McQueen, who is best friends with Mater, during the final World Grand Prix race, which is taking place in the city. Surprisingly, as the emitter gets to 100%, McQueen does not explode, which leaves the lemons wondering why. Holley, Finn and Mater then get informed by Grem and Acer that they are going to the back-up plan, which is that they have put a bomb in McQueen's pit which should explode when he comes in. As they insult him, Mater notices that his gatling guns have slightly cut through the ropes he is tied in. After Grem and Acer leave, Mater repeatedly does voice command to make the guns cut through the ropes completely, setting him free. He is desperately wanting to help Finn and Holley, but they tell him to go and warn McQueen's pit crew, claiming to him that they will be okay so that he leaves.

Hearing Finn say that being killed by a clock gives a complete new meaning to the phrase "Your time has come", Holley gets thinking and uses her electroshock device to reverse the battery so that the gears move the other way, also making the clock's hands go counter-clockwise. However, on the other side, there is another gear that is about to crush them. To prevent from getting killed, they drive forward to make a gap big enough for the gear to go between them and cut the ropes off. However, as they prepare to get to the course, they then spot Mater's air filter, revealing to them that the lemons have actually put the bomb on Mater. They warn him on the radio just as he arrives at the pits to warn his friends about the bomb, which is also the moment when McQueen comes in and is glad to see Mater. Knowing that the lemons are about to make the bomb go off, Mater drives away from McQueen, who chases after him, not knowing about the bomb. Holley soon appears in front of Professor Z and points her guns at him, causing him to flee in fear. As Finn goes to get the professor, Holley goes to help Mater while using her retractable wings and afterburners for flight. She finally notices him going through the streets of London, using his rocket jets while McQueen is holding onto his tow hook. She tells Mater to stop, but he declines, telling her that she could get hurt. However, Holley then sees Grem and Acer heading towards them, and gets into action by flying ahead of them, causing them to hit her and bounce through the air into an inn, where the customers angrily beat them up for knocking over their beer.

As Mater and McQueen halt to a stop, Holley appears, saying that they have got to get the bomb off, which makes McQueen finally realize. Finn then arrives with Professor Z tied up, and orders him to turn the bomb off. The professor tells them that the bomb is voice-activated, but after it denies Mater's voice telling it to deactivate by starting a timer, they hear from Professor Z that only the one who had turned it on can deactivate it. Holley aims her electroshock device at him, ordering him to say it, to which he does, but his voice is denied as well, as he explains that he is not the one who had activated the bomb. He then asks maliciously if anyone else would like to try, but Holley then tases him and makes him unconscious, because he was making her annoyed. A few moments later, they get surrounded by the rest of the lemons, who try to make sure that they do not escape. But as J. Curby Gremlin gets out his gun, McQueen and Mater's friends come to the scene to help them fight the lemons.

With the lemons soon arrested, everyone tries to figure out how to disarm the bomb. Mater then figures out who had turned it on, and takes McQueen to Buckingham Palace while using his rocket jets and parachute, with the rest of the gang following on land. Mater tells the Queen, the bodyguards and police that the mastermind is none other than Miles Axlerod, the creator of the World Grand Prix and Allinol fuel. Miles tries to convince that Mater is the crazy one, but the tow truck explains that he had figured it out because the bomb was attached with the same bolts that hold together the mastermind's engine, and that he remembers a saying of old British engines having oil in them when it is under them, pointing out that Axlerod had put the blame on him for leaking oil back in Japan. Axlerod still claims that Mater is crazy, and Holley and Finn wonder why Axlerod would want to hurt anyone if he created the World Grand Prix and allinol, to which Mater explains that it would be to make everyone think that alternative fuel is not safe and go back to fossil fuels, and that they would have to buy oil from the oil rigs so that the lemons can become rich.

As the timer on the bomb gets closer to zero, the bodyguards make the Queen, her grandson and the spectators evacuate while leaving Axlerod blocked by Mater on the edge of the platform, and Holley and everyone else brace for the explosion. Just one second before it could explode, Axlerod is forced to make the bomb successfully deactivate. Mater then opens Axlerod's hood to show Finn, Holley and the police that he has the same engine shown on the photo, convincing that Axlerod is the mastermind. Holley and Finn then join McQueen, his friends and the spectators to watch Mater being knighted by the Queen for his bravery, before he later leaves for home with his friends.

Finn and Holley soon arrive in Radiator Springs to greet Mater, also convincing Van on Mater telling him, Minny and the townsfolk about his big adventure. As Mater introduces everyone to the agents, Holley mentions that she is Mater's girlfriend, which also surprises Guido, as he and Luigi had not believed Mater claiming so back in Japan. Flo notices that Holley has a dent on her side, which was caused when Grem and Acer drove into her back in London. Ramone prepares to get his tools to fix the dent, but Holley decides to keep it, stating it to be as valuable as Mater's. McQueen soon gets to the question of why he did not explode when he was hit by the pulse, to which Finn and Holley explain that they could not figure that out either, along with that they have found out allinol was actually gasoline modified to explode when coming into contact with the beam itself. The answer to the question is then revealed when Fillmore says that his organic fuel was put into McQueen by Sarge during the race.

Everyone soon watches McQueen and the rest of the World Grand Prix racers take part in the unofficial Radiator Springs Grand Prix, with the townsfolk cheering McQueen on. Siddeley then arrives, ready for Finn and Holley to leave, as they have another mission. Already knowing that Mater is not a spy, they mention that it was still great to meet him. He politely declines to join them, as he is at home, and Holley promises to be back for their first date.

## Weaponry and Gadgets

As a spy, Holley Shiftwell is equipped with gadgets including:

* **On-board computer**: Holley is equipped with a computer that can analyze spy data. It projects a hologram heads-up display as a screen and dual trackball platforms as a mouse.
* **Projection lamps**: Located above her headlights, they emit the hologram heads-up display.
* **Dual mounted trackball platforms**: Retract in the undercarriage and used to control the heads-up display, with the wheels, in the way a mouse controls a computer.
* **Headlight cameras**: Invisible, they transmit an image to Holley's on-board computer that can then be analyzed.
* **Digital read-outs**: Located on the side mirror, the screen can receive transmissions from other spies or view a map of the environment.
* **Flight Afterburners:** Located in the rear deck exhaust. Enables Holley to fly at fast speeds.
* **Retractable Wings**: Located on both sides and her rear deck. They assist her to steer while she is in flight.

Holley's front wheels are equipped with several gadgets:

* **Concealed guns:** One in each front wheel.
* **Electroshock device**: A taser-like weapon. Holley uses it to neutralize cars without damaging them.
* **Telescoping utility arm**: A small screwdriver-like arm that permits Holley to more precisely use the buttons of a control panel and hold small devices.

## Specifications

* Top Speed: 160 mph
* 0-60 mph: 5.5 seconds
* Engine Type: 3.5-liter turbocharged V6
* Horsepower: 275
* Hometown: London, England

## General information

### Physical description

According to Meet the Cars, Holley is a 2008 MT-R Mark II powered by a 3.5-Liter Turbocharged V6 engine with 275 HP. Her 0-60 acceleration speed is 5.5 seconds, and her top speed is 160 mph. While she is a Pixar in-house design, she seems partly inspired off the 2008 Ronn Motors Group car called the Scorpion, which has a similar engine being a 3.5-liter twin-turbo V6 with 450 HP. Her vehicle type name "MT-R Mark II" is a reference to her main inspiration, the TVR Tuscan S Mk2. She also has some resemblance to a 1990 Vector M12 and a 1990 Jaguar XJR-15.  Her license plate is HS1201, which includes her initials. The number 1201 is her voice actress Emily Mortimer's birthday (December 1). Holley is painted magenta, with chrome rims and decals.

### Personality and traits

Like many spies, Holley is very kind and friendly. She is very good with technology, as shown when she uses an on-board computer to check on anything important, along with other gadgets that allow her to progress. She can be serious and motivated, but also sometimes naive, such as when Finn reminded her about the saying that a spy will get whatever they find and try to escape before they can be found out, when she was confused about why Mater could not tell from the photo of the lemons' mastermind. She also has uncompromising loyalty, especially towards Mater and Finn. She’s incredibly loyal and nice to her lover and best friend, Tow Mater.

Holley is also very intelligent, telling by the fact that she was able to film the lemons driving through Porto Corsa by reprogramming the town's red traffic lights to scan them recognizably, as well as when she put a picture of Mater onto a screen showing the filming of the lemons so to give an idea of Mater going into the lemons' meeting in disguise.

Holley is happy, serious and focused in her missions. But also shown to be a Strong -Willed, Brave and Independent

### Powers and abilities

Holley has several gadgets, such as an on-board computer, projection lamps, dual mounted trackball platforms, headlight cameras, digital read-outs, retractable wings for flight, concealed guns, an electroshock device, and a telescoping utility arm.

## Profiles and statistics

### *Cars 2*

* "*Holley is a beautiful young British desk agent turned spy-in-training who is stationed in Tokyo. Well-educated and sharp, she knows every trick in the book (or rather, she relies on every trick in the spy manual). She is armed with all of the latest state-of-the-art spy equipment imaginable, from hidden cameras and concealed weapons to a telescoping utility arm and a holographic pop-up display. Holley is a highly motivated agent, but is fresh out of the academy, so her experience is based on lessons learned in school rather than real-life situations. When Finn McMissile requires Holley's technical expertise for his latest top-secret field operation, she finds herself pursuing a rendezvous with the most unlikely candidate -- Mater, an innocent tow truck caught up in the intrigue, who is mesmerized by the beauty of his newest best friend.*"

#### Holley Shiftwell

* Bios
	+ "*This beautiful young spy has been working in C.H.R.O.M.E.'s Diagnostics department, but she dreams of becoming a field agent. Armed with the latest high-tech gadgetry imaginable, including hidden weapons and holo-projectors, she's ready to take on anything.*"
* Stats
	+ Weight class: Medium
	+ Speed: 55
	+ Power: 45

## Gallery

*For this subject's image gallery, see Holley Shiftwell/Gallery.*
## Quotes

* "*Oh, hello.*" - *Cars 2*
* "*A Volkswagen Karmann Ghia has no radiator.*" - *Cars 2*
* "*Great. I'm Agent Shiftwell. Holley Shiftwell from the Tokyo Station. I have a message from London.*" - *Cars 2*
* "*This cannot be him.*" - *Cars 2*
* "*Extremely.*" - *Cars 2*
* "*Hello.*" - *Cars 2*
* "*Perfect. Um...I'm from the Tokyo Station.*" - *Cars 2*
* "*Yeah, OK. I get it.*" - *Cars 2*
* "*Listen! Um... We should find somewhere more private.*" - *Cars 2*
* "*Yeah, you're right. Impossible to know which areas here are compromised. So, when can I see you again?*" - *Cars 2*
* "*Got it. We'll rendezvous then.*" - *Cars 2*
* "*My grand-a father has-a broken down. If-a one of-a you would help, I would be so thankful.*" - *Cars 2*
* "*No, no, no! Don't-a fight over me. Signore Tow Truck, per favore.*" - *Cars 2*
* "*That's because it is, Mater. Now, be careful what you say.*" - *Cars 2*
* "*Mater, stop it!*" - *Cars 2*
* "*I'm detecting an extremely strong electromagnetic pulse. Finn, it's the camera!*" - *Cars 2*
* "*On the tower!*" - *Cars 2*
* "*Got it!*" - *Cars 2*
* "*I'm Mater's girlfriend! It's so nice to meet you all!" - Cars 2*
* "*That's alright, we understand. But I'll be back and you still owe me that first date!*" - *Cars 2*

## Trivia

* Some Lego *Cars 2* sets include Holley. However, that version of her is a little bit more pinkish (in the film and other media however, Holley is purple).
* Her license plate is HS1201, which includes her initials. The number 1201 is Emily Mortimer's birthday (December 1).
* Holley's name is a reference to Holley Performance Products, Inc., a manufacturer of high-performance carburetors and fuel systems, located in Bowling Green, KY.
* Holley is a 2008 MT-R Mark II which is based on and a reference to the TVR Tuscan S Mk2 with elements from the 2008 Ronn Motor Scorpion and the 2010 Jaguar C-X75.
* Holley's design initially was intended to be a Porsche according to concept art from The Art of *Cars 2*.
* She strikingly resembles the Infernus from the 2001 action-adventure game, *Grand Theft Auto III*, an also-fictional car.
* Texture inaccuracy/error: In the LeapFrog version of the *Cars 2* game, at one brief point a cutscene shows when McQueen, Mater, the rest of the Radiator Springs gang/townsfolk, and Finn are in London, we can see that her tires rarely have visible Lightyear lettering, unlike in the actual film. It is unknown why did this error appear.