Dust Release

### Basic Natures

Fire ReleaseWind ReleaseEarth ReleaseJegan TouMike KachowskiDOnald TrumpJohnny's fingernailsthe shiningkeyboardsthe minecraft sucks song

### Known Wielders

Killer QueerWamuu

Groot

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                         CARS 2                                                                         WRITTEN BY                                                 BEN QUEEN                                                                                 A sleek British sports car talks directly to us in a         pixilated, garbled video. He's OUT OF BREATH. Crates are         visible behind him. We're in the shadowy bowels of a steel         room.                                                 LELAND TURBO          This is Agent Leland Turbo. I have          a flash transmission for Agent Finn          McMissile.                                 SUPERIMPOSE OVER BLACK: WALT DISNEY PICTURES PRESENTS                                                 LELAND TURBO          Finn. My cover's been compromised.          Everything's gone pear-shaped.                                 SUPERIMPOSE OVER BLACK: A PIXAR ANIMATION STUDIOS FILM                                                 LELAND TURBO          You won't believe what I've found          out here.                                 He angles our camera view, reveals a PORTHOLE through which         we can see flames rising in the distance.                                                 LELAND TURBO          This is bigger than anything we've          ever seen. And no one even knows it          exists. Finn, I need backup. But          don't call the cavalry - it could          blow the operation. And be careful.          It's not safe out here!                                 ANGRY VOICES O.S. Time for Turbo to go.                                                 LELAND TURBO          Transmitting my grids now. Good          luck!                                 Coordinates appear: 40 6.80' N - 172 23.84' W                                 TITLE CARD: CARS 2                                                         EXT. SOMEWHERE IN THE NORTH PACIFIC - NIGHT                                 A TINY CRAB BOAT (CRABBY) crests over massive swells.                                                 CRABBY          Alright buddy, we're here. Right          where you paid me to bring you.          Question is, why?                                 A metallic blue sports car, circa the `60s, emerges from the          2.                                                         shadows. Cagey, smooth, he'd turn heads driving through any         intersection in the world. Meet FINN MCMISSILE.                                                 FINN          I'm looking for a car.                                                 CRABBY          A car? 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.                                 Suddenly, a HORN -- a COMBAT SHIP, the size of most cruise         ships. FINN quickly backs into the shadows, out of sight.                                                 COMBAT SHIP          What are you doing out here?                                                 CRABBY          What does it look like, genius? I'm          crabbing!                                                 COMBAT SHIP          Well turn around and go back where          you came from.                                                 CRABBY          Yeah? And who's gonna make me?                                 A laser sight hits Crabby between the eyes.                                                 CRABBY          Alright, alright! Don't get your          prop in a twist.          (as he turns to leave)          What a jerk. Sorry, buddy. Looks          like it's the end of the line.          Buddy?                                 ON CRABBY'S DECK: Finn is gone.                         CUT TO:                                 FINN - He HANGS off the side of COMBAT SHIP, clandestine.                                 We're with Finn as the ship continues on, cuts through the         darkness with purpose. Suddenly small flames appear, perhaps         a knot or so away. Then WHOOSH!!! A flame rises above Finn,         the ship. It illuminates an OIL DERRICK.          3.                                                         THWAP! Finn fires a GRAPPLING HOOK to the derrick and SWINGS         toward it. He's going to SLAM into the side with brute force                        WHEN ---                                 --- HIS TIRES sprout a magnetic exoskeleton. He STICKS to the         derrick and now DRIVES VERTICALLY UP UP UP...                                 From this vantage point, hundreds of derricks appear.                                 EXT. PLATFORM - OIL DERRICK - MOMENTS LATER                                 Finn approaches a loading bay from above, hides. He watches         as GREMLINS, PACERS and assorted other cars scurry about.                                  FINN (INTO RADIO)          Leland Turbo, this is Finn          McMissile. I'm at the rally point.          Over.                                 No response.                                  FINN (INTO RADIO)          Leland, it's Finn. Please respond.          Over.                                 AN ACCESS DOOR OPENS LOUDLY below. A boxy, monacle-wearing         German car enters. This is PROFESSOR OTTO ZUNDAPP.                                                 PROFESSOR ZUNDAPP          (in German and English)          Too many cars here. Out of my way!                                                 FINN          Professor Zundapp?                                  PACER (O.S.)          Here it is, Professor.                                 Zundapp approaches a NOSY PACER who idles next to a CRATE.                                                 NOSY PACER          You wanted to see this before we          load it?                                                 PROFESSOR ZUNDAPP          Ah, yes. Very carefully...                                 A forklift opens the crate -- inside is a TV CAMERA, packed         carefully in foam. Finn SNAPS PHOTOS FURIOUSLY.                                                 NOSY PACER          Oh. A TV camera. What does it          actually do?          4.                                                                         PROFESSOR ZUNDAPP          This camera is extremely dangerous.                                                 FINN                         (TO HIMSELF)          What are you up to now, Professor?                                 Finn, angling for a better view, FIRES SUSPENSION WIRES ---                                 --- which sail clear to the other side of the derrick ---                                 --- THOK! They hook tightly onto a steel girder.                                 Finn slides out ONTO THE WIRE like an acrobat, then expels         another cross-wire for support.                                                 PROFESSOR ZUNDAPP          This is valuable equipment. Make          sure it is properly secured for the          voyage.                                                 NOSY PACER          You got it.                                 Finn LOWERS HIMSELF. He snaps more pictures.                                  GREM (O.S.)          Hey, Professor Z!                                 Zundapp turns as a CRANE LOWERS A CAR-SIZED CRATE. GREM and         ACER, an orange Gremlin and a green Pacer, flank it.                                                 GREM          This is one of those British spies          we told you about.                                                 ACER          Yeah. This one we caught sticking          his bumper where it didn't belong.                                 Finn PRODUCES SEMI-AUTOMATIC GUNS from his side, readies         himself for a tag-team spy fight with his buddy Leland.                                                 PROFESSOR ZUNDAPP          Agent Leland Turbo.                                 The crate is lifted, revealing a CRUSHED, CUBED Leland Turbo.                                 Finn's eyes go wide. Suddenly --- WHOOOSHHH! Another derrick         flame rises behind him, casts a Finn-shaped SHADOW over the         Professor. He looks up.          5.                                                                         PROFESSOR ZUNDAPP          It's Finn McMissile! He's seen the          camera! Kill him!!                                 Finn UNLOADS with bullets as he starts to retreat --- He                        STOPS:                                 BAD GUY CARS are waiting for him on the catwalk where he just         came from - BLOWTORCHES ready.                                 Finn, stuck in midair, notices an angry CRANE. Finn GRINS,         having just found his escape.                                 THWAPTHWAPTHWAP!!! Finn releases three of his four cables,         swinging, Indiana Jones-style on the last one TOWARD THE                        CRANE ---                                 --- where he lands on its BOOM, drives UP and LAUNCHES OFF IT         where he LANDS - MOVING - onto another deck!                                 Finn now DRIVES, spraying oil and screeching around corners.         A GREMLIN in pursuit hits the oil patch, loses control ---                                 --- and PLUMMETS OFF the side of the rig!                                 The Gremlin FALLS... it's like an eternity...                                 He smashes into the water and breaks into a million pieces.                                 ON FINN - Now set upon by 20 or 30 MORE pursuing cars. He has         nowhere to go but UP UP UP a ramp toward the helipad. He         spies some GASOLINE BARRELS, fires a SINGLE BULLET which cuts         through its leather straps, sending barrels DOWN the ramp,         PAST FINN ---                                 --- PAST the pursuing CARS ---                                 --- to the bottom where they EXPLODE in a CHAIN REACTION back         UP THE RAMP, taking out at least 15 CARS!                                 ON THE HELIPAD - Finn blasts into view, pulls to a stop. No         more road. Nowhere else to go.                                 The 20 BAD GUY CARS that are still in pursuit surround him,         fire up their blowtorches. About to pounce.                                 Finn GRINS. The second time we've seen this grin. It means         he's got something cooking.                                 Finn's REVERSE LIGHTS appear. He DRIVES BACKWARD off the edge         of the helipad to the SHOCK of the other cars.                                 Finn falls. He turns himself so he's grill first, cleanly         cutting into the water.          6.                                                         He EMERGES, now sprouting HYDROFOIL and speeds away.                                                 GREM                         (NONPLUSSED)          Get to the boats.                                 THE BOATS - an army of combat ships quickly DROP into the sea         and CHURN WATER with unprecedented fury as they quickly make         up the distance between them and Finn, FIRING BULLETS as they         do so.                                                 ACER          He's getting away!                                                 COMBAT SHIP          Not for long.                                 The LEAD COMBAT SHIP quietly drops a TORPEDO into the water.         It skips along, connecting with Finn in his rear and         EXPLODING with such force that water skyrockets into the         night clouds.                                 UNDERWATER - McMissile SINKS. Then, he blinks. He GRINS.         We're starting to like this grin and what follows it. He now         CONVERTS into a submarine. From his trunk he releases four         DECOY tires which float to the surface like body parts.                                 ON THE DERRICK - Professor Zundapp watches it all from far         away.                                  GREM (OVER RADIO)          He's dead, Professor.                                                 PROFESSOR ZUNDAPP          Wunderbar. With Finn McMissile          gone, who can stop us now?                                 EXT. RADIATOR SPRINGS - DAY                                 TOW MATER, a rusty tow truck, putters into view.                                                 MATER          Mater. Tow Mater, that's who... is          here to help you!                                 He approaches a broken-down sedan on the side of the road. He         drives around to the front, catching OTIS' face for the first         time.                                                 MATER          Hey, Otis!          7.                                                                         OTIS          Hey, Mater. Gosh, I'm so sorry. I          thought I could make it this time,          but...          (he tries to start his          engine, stalls)          Smooth like pudding, huh? Ah, who          am I kidding? I'll always be a          lemon.                                 Mater hooks his friend and starts towing him.                                                 MATER          Well dadgum, you're leaking oil          again. Must be your gaskets. Hey,          look on the bright side: This is          your tenth 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          Don't sweat it. 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          starting to show through.                                 Mater and Otis drive past THE RADIATOR SPRINGS WELCOME SIGN.         It has been amended to say: "Home of Lightning McQueen."                                                 OTIS          Hey, is Lightning McQueen back yet?                                                 MATER          Not yet.                                                 OTIS          He must be crazy-excited about          winning his fourth Piston Cup.          Four! Wow!          8.                                                                         MATER          Yeah, we're so dadgum proud of him.          But I sure wish he'd hurry up and          get back `cause we got a whole          summer's worth of best friend fun          to make up for. Just me and --                                 Ahead of them, a half-mile off, a RED RACE CAR is visible.                                                 MATER          --- McQueen!                                 Mater FLOORS IT, dragging poor Otis behind him.                                                 OTIS          Uh, Mater? I'm in no hurry. You          don't need to go so fast!                                 Boom! They hit a bump. Otis catches air.                                 EXT. RADIATOR SPRINGS - DAY                                 Lightning McQueen is surrounded by his hometown friends.                                                 LUIGI          Oh, Lightning. Welcome home.                                                 FLO          Good to have you back, honey.                                                 FILLMORE          Congratulations, man.                                                 SARGE          Welcome home, soldier.                                                 SHERIFF          The place wasn't the same without          you, son.                                                 LIZZIE          What? Did he go somewhere?                                                 MCQUEEN          It's good to be home, everybody.                                  MATER (O.S.)          McQueen!                                 They all turn around, see Mater speeding into town, with Otis         swerving behind him.                                                 MCQUEEN          Mater!          9.                                                                         MATER          McQueen!                                 Mater skids into main street and in one swift motion,         slingshots Otis forward ---                                                 OTIS          Woaahhhhh!                                 --- right through Ramone's front door ---                                 INT. RAMONE'S - CONTINUOUS                                 --- where he lands perfectly on the hydraulic lift. Ramone         lifts him up, routine.                                                 RAMONE          Hey. How far'd you make it this          time, Otis?                                                 OTIS          Halfway to the county line.                                                 RAMONE          Not bad, man.                                                 OTIS          I know, I can't believe it either!                                 EXT. RADIATOR SPRINGS - CONTINUOUS                                                 MATER          McQueen, welcome back!                                                 MCQUEEN          Mater, it's so good to see you.                                                 MATER          You too, buddy.                                 Mater and McQueen do an ELABORATE TIRE BUMP (fist bump         style).                                                 MATER          Oh, man. You ain't gonna believe          the things I got planned for us.                                 Everyone watches as the tire bump continues.                                                 MACK          (to Lizzie, an aside)          These best friend greetings get          longer every year.          10.                                                                         MATER                         (TO MCQUEEN)          You ready to have some serious fun?                                                 MCQUEEN          Well, actually I've got something          to show you first.                                 INT. RADIATOR SPRINGS MUSEUM - DAY                                 CLOSE ON THE PISTON CUP. It has now changed, been adorned         with a small likeness of Doc. It says "Hudson Hornet Piston         Cup."                                                 MATER          Wow. I can't believe they renamed          the Piston Cup after our very own          Doc Hudson.                                 McQueen and Mater are alone, the museum closed to the public.         McQueen approaches a "Hudson Hornet" wall with Doc's three         Piston cups, framed articles, other racing ephemera.                                                 MCQUEEN          I know Doc said these things were          just old cups, but to have someone          else win it just didn't feel right,          you know?                                                 MATER          Well, Doc would've been real proud          of you. That's for sure.                                 McQueen takes this in.                                 EXT. RADIATOR SPRINGS - LATER                                 McQueen and Mater exit the Doc Hudson Museum.                                                 MCQUEEN          Alright, pal. I've been waiting all          summer for this. What've you got          planned?                                                 MATER          You sure you can handle it?                                                 MCQUEEN          Come on, you know who you're          talking to? This is Lightning          McQueen. I can handle anything.          11.                                                         EXT. RADIATOR SPRINGS - DAY                                 Mater and McQueen roll on an old train track, their tires         off. They're on their rims.                                                 MCQUEEN          Uh.... Mater?!                                                 MATER          Just remember, your brakes ain't          gonna work on these!                                 As they head INTO A DARK TUNNEL ---                                  MCQUEEN (O.S.)          Mater!                                  MATER (O.S.)          Relax, these train tracks ain't          been used in years!                                 From inside the tunnel a loud TRAIN HORN. The two friends         emerge, going as fast as they can on train tracks, uphill,         with no tires.                                                 MCQUEEN          Come on, come on! Faster, faster!                                 Moments later a harmless GALLOPING GOOSE appears, oversized         horn visible, cackling and laughing at his prank.                                 EXT. FIELD - OUTSIDE RADIATOR SPRINGS - LATER                                 An ENORMOUS EARTH MOVER sleeps. McQueen and Mater sneak up.                                                 MATER          This is gonna be good!                                 They blow their horns and he TIPS OVER, tractor-tipping         style. They LAUGH at the gag, but soon realize the earth         mover's GIANT EXHAUST PIPE is directly above them.                                                 MATER          Uh-oh. This ain't gonna be good.                                 The exhaust pipe BELCHES. McQueen and Mater are BLASTED out         of view.                                 INT. RADIATOR SPRINGS - DUSK                                 The sun sets. McQueen and Mater roll into town. McQueen looks         exhausted. Mater is still full of energy.          12.                                                                         MATER          Boy, this was the best day ever!          And my favorite souvenir?                                 Mater proudly shows off a dent.                                                 MATER          This new dent!                                                 MCQUEEN          Boy, Mater. Today was, uh...                                                 MATER          Shoot, that was nothing. Wait til          you see what I got planned for          tonight.                                                 MCQUEEN          Mater, Mater. Whoa. I was kind of          thinking of just a quiet dinner.                                                 MATER          That's exactly what I was thinking.                                                 MCQUEEN          No, I... I meant with Sally, Mater.                                                 MATER          Even better! You, me and Miss Sally          going out for supper.                                 McQueen pulls around in front of Mater, stops.                                                 MCQUEEN          Mater, I meant it would be just me          and Sally.                                                 MATER          Oh.                                                 MCQUEEN          It's just for tonight. We'll do          whatever you want tomorrow.                                                 MATER                         (DISAPPOINTED)          Okay.                                                 MCQUEEN          Thanks for understanding.                                                 MATER          Yeah, sure. Y'all go on and have          fun now.          13.                                                                         MCQUEEN          Alright, then. See ya soon, amigo!                                 McQueen drives off. Mater watches him go.                                 EXT. THE WHEEL WELL - NIGHT                                 It's been converted into a white-tablecloth restaurant, with         cars dining al fresco and a hopping gastropub inside.                                 MCQUEEN AND SALLY have a prime table with a view of Radiator         Springs and the starry night sky.                                                 SALLY          This is so nice.                                                 MCQUEEN          I can't tell you how good it is to          be here alone. Just the two of us.          Finally, you and me ---                                  MATER (O.S.)          Good evening.                                 Mater is at their table, dressed as a waiter.                                                 MATER          My name is Mater and I'll be your          waiter.                         (TO HIMSELF)          Mater the waiter. That's funny          right there.                                                 MCQUEEN          Mater, you work here?                                                 MATER          Well yeah I work here. What'd you          think, I just snuck in here when          nobody was looking and pretended to          be your waiter, just so I could          hang out with you?                                 McQueen and Sally exchange a look.                                                 MCQUEEN          Oh, yeah. How ridiculous would that          be?                                                 MATER          Now, can I start you two lovebirds          off with a couple drinks?          14.                                                                         MCQUEEN          Yes. I'll have my usual.                                                 SALLY          You know what? I'm going to have          that too.                                 Mater blinks.                                                 MATER          Uh, right. Your usual.                         CUT TO:                                 INSIDE AT THE BAR - Fillmore and Sarge watch as Guido mixes         drinks, ala "Cocktail." Mater arrives.                                                 MATER          Guido! What's McQueen's usual?                                                 GUIDO          (in Italian, subtitled)          How should I know?                                                 MATER          Perfect! Give me two of `em.                                                 SARGE          Quiet! My program's on.                                  MEL DORADO (O.S.)          Tonight on "The Mel Dorado Show"!                                 ON THE BAR TV - "THE MEL DORADO SHOW," a cable talk show,         begins with file footage of MILES AXLEROD, a sleek SUV.                                  MEL DORADO (ON TV)          His story gripped the world! Oil          billionaire Miles Axlerod, in an          attempt to become the first car to          circumnavigate the globe without          GPS, ironically ran out of gas and          found himself trapped in the wild!                                 We see images of newspaper headlines, search crews.                                  MEL DORADO (ON TV)          Feared dead, he emerged 36 days          later, running on a fuel he'd          distilled himself from the natural          elements! Since then he's sold his          oil fortune, converted himself from          a gas-guzzler into an electric car,          and has devoted his life to finding          a renewable, clean-burning fuel!          15.                                                         Images of oil derricks torn down; Miles Axlerod getting         converted to electric; lab scientists testing chemicals.                                  MEL DORADO (ON TV)          Now he claims to have done it with          his Allinol.                                 Images of fields, rivers, vegetables, and mountains all         combining to form the Allinol logo.                                  MEL DORADO (ON TV)          And to show the world what his new          superfuel can do, he's created a          racing competition like no other,          inviting the greatest champions          from around the globe to battle in          the first ever World Grand Prix.          Welcome Sir Miles Axlerod.                                 SIR MILES AXLEROD arrives, parks across from Mel's desk.                                  MILES AXLEROD (ON TV)          Thank you, Mel. It is very good to          be here. Now listen to me: Big Oil.          It costs a fortune. Pollution is          getting worse. I mean, come on.          It's a fossil fuel. Fossil. As in          dead dinosaurs. And we all know          what happened to them. Alternative          energy is the future. Trust me,          Mel, after seeing Allinol in action          at the World Grand Prix, nobody          will ever go back to gasoline          again.                                                 MATER                         (TO FILLMORE)          What happened to the dinosaurs,          now?                                  MEL DORADO (ON TV)          And on satellite, a World Grand          Prix competitor and one of the          fastest cars in the world,          Francesco Bernoulli.                                 Across the screen: LIVE FROM ROME, ITALY. We meet Formula         race car FRANCESCO BERNOULLI.                                  FRANCESCO (ON TV)          It is an honor, Signore Dorado. For          you.          16.                                                          MEL DORADO (ON TV)          Miles, why not invite Lightning          McQueen?                                 Mater, collecting his drinks, looks up, half-intrigued.                                  MILES AXLEROD (ON TV)          Of course we invited him. But          apparently after a very long racing          season he is taking some time off          to rest.                                  FRANCESCO (ON TV)          Lightning McQueen would not have a          chance against Francesco!                                 Mater doesn't like this.                                  FRANCESCO (ON TV)          I can go over 300 kilometers an          hour! In miles that is like, uh...          way faster than McQueen.                                  MEL DORADO (ON TV)          Let's go to the phones. Baltimore,          Maryland, you're on the air.                                  CALLER (ON TV)          Am I on? Hello?                                  MEL DORADO (ON TV)          You're on. Go ahead.                                  CALLER (ON TV)          Hello?                                  MEL DORADO (ON TV)          Go ahead, caller.                                 Dial tone.                                  MEL DORADO (ON TV)          Let's go to Radiator Springs.          You're on, caller.                                  MATER'S VOICE (ON TV)          Yeah, that Italian feller you got          on there can't talk that way about          Lightning McQueen. He's the bestest          race car in the whole wide world.                                 Fillmore and Sarge look around. Mater is visible in the back         of the bar on an office phone.          17.                                                                         SARGE          Uh-oh...                                  FRANCESCO (ON TV)          If he is, how you say "the bestest          race car," then why must he rest,          eh?                                  MATER'S VOICE (ON TV)          Cause he knows what's important.          Every now and then he prefers just          to slow down, enjoy life.                                  FRANCESCO (ON TV)          Ah, you heard it! Lightning McQueen          prefers to be slow! Of course, this          is not news to Francesco. When I          want to go to sleep I watch one of          his races. After two laps I am out          cold.                                 Audible RXNS from the bar. A crowd has been forming ever         since Mater started talking.                                  MATER'S VOICE (ON TV)          That ain't what I meant.                         CUT TO:                                 MCQUEEN AND SALLY - They hear the commotion inside.                                                 MCQUEEN          Hey, what's going on over there?          CUT BACK TO:                                 THE BAR - Sally and McQueen push through the crowd, see that         they're watching Francesco on the television.                                                 MCQUEEN                         (TO SALLY)          Oh, it's that Italian Formula car.          His name is ---                                                 SALLY          Francesco Bernoulli. No wonder          there's a crowd.                                 When Sally says his name, she enunciates each part, as if         Italian were her mother's tongue.                                                 MCQUEEN          Wait, why do you know his name? And          don't say it like that. It's three          syllables, not ten.          18.                                                                         SALLY          What? He's nice to look at. You          know, open-wheeled and all.                                                 MCQUEEN          What's wrong with fenders? I          thought you like my fenders.                                  MATER'S VOICE (ON TV)          Well let me tell you something else          there, Mr. San Francisco ---                                                 MCQUEEN          Mater?                                  MATER'S VOICE (ON TV)          McQueen could drive circles around          you.                                  FRANCESCO (ON TV)          Driving in circles is all he can          do, no?                                  MATER'S VOICE (ON TV)          No! I mean yes. I mean he could          beat you anywhere, anytime, any          track.                                 On McQueen - he looks at Guido who gives a nod over to ---                                 --- Mater, turned away from the crowd, still on the phone.                                  FRANCESCO (ON TV)          Mel, can we move on? Francesco          needs a caller who can provide a          little more intellectual          stimulation. Like a dump truck.                                 ON MCQUEEN. He doesn't like this at all.                                                 MATER          Ha ha! That shows what you know.          Dump trucks is dumb.                                 Suddenly, Mater is YANKED from the booth and replaced by         McQueen.                                  MCQUEEN (INTO PHONE)          Yeah, hi, this is Lightning          McQueen. Look, I don't appreciate          my best friend being insulted like          that.          19.                                                          FRANCESCO (ON TV)          McQueen! That was your best friend?          This is the difference between you          and Francesco. Francesco knows how          good he is. He does not need to          surround himself with tow trucks to          prove it.                                                 MCQUEEN          Those are strong words from a car          that is so fragile.                                  FRANCESCO (ON TV)          Fragilé!? He calls Francesco          fragilé? Not so fast, McQueen!                                                 MCQUEEN          "Not so fast." What is that, your          new motto?                                 Francesco goes ballistic in Italian. They cut his mic.                                  MILES AXLEROD (ON TV)          Well, this sounds like something          that needs to be settled on the          race course. What do you say,          Lightning McQueen? We've still got          room for one more racer.                                                 MCQUEEN          Well, I would love to. The only          thing is my crew's off for the          season so ---                                 A sound O.S. McQueen turns to see Fillmore, Sarge and Luigi         flank a tablecloth which is hanging off the bar. Ramone backs         away, having spray painted "TEAM LIGHTNING MCQUEEN" on it.         Guido quickly uncorks three wine bottles.                                                 GUIDO          Pit stop.                                 McQueen turns back to the phone.                                                 MCQUEEN          You know what? They just got back.          Deal me in, baby. Ka-chow!                                 The place ERUPTS IN CHEERS.                                 MOMENTS LATER - General excitement as McQueen exits the phone         booth where Sally waits. Off her look:          20.                                                                         MCQUEEN          I know, I know. I just got back.          But we won't be long and ---                                                 SALLY          Oh, no, don't worry about me. I've          got enough to do here. Mater's          going to have a blast though.          (off McQueen's silence)          You're bringing Mater, right? You          never bring him to any of your          races.                                 McQueen turns to the bar where Mater privately tries their         drinks, hates it, spits it back in the glass.                                                 SALLY          Just let him sit in the pits, give          him a headset. C'mon, it'll be a          thrill of a lifetime for him.                                 Mater arrives.                                                 MATER          Your drinks, sir.                                                 MCQUEEN          Mater.                                                 MATER          I didn't taste it!                                                 MCQUEEN          How'd you like to come and see the          world with me?                                                 MATER          You mean it?                                                 MCQUEEN          You got me into this thing. You're          coming along.                                                BEGIN MONTAGE:                                 - McQueen is given a new paint job and headlights by Ramone.         Mater, now sporting a "Team McQueen" emblem, seems psyched as         well.                                 - An airport DEPARTURES SIGN advertises the next flight:         Tokyo, Japan.                                 - Mater waves goodbye with his hook alongside McQueen, Guido,         Luigi, Fillmore and Sarge as ---          21.                                                         --- the rest of Radiator Springs watches them board a plane.         Red bawls.                                 - IN THE JET, LATER. McQueen and Mater are the only ones         awake, watch an insane Japanese game show.                                 - JAPAN AT NIGHT. A stylish Tokyo cityscape of neon, glamour,         scrolling billboards, vending machines and high-tech         skyscrapers.                                 - INSIDE A SOUVENIR SHOP loaded with McQueen toys: Mater and         McQueen enter. A tourist sees McQueen and faints.                                 - A KABUKI THEATER. Team McQueen watches a methodical dance.         Mater, dressed in Kabuki makeup, arrives. He looks insane.                                 - A SUMO MATCH - Two SUZUKI SAMURAI CARS wrestle over a         parking space. Mater, now in his element, cheers.                                 The MONTAGE ENDS on this high note as we CUT TO ---                                 EXT. MUSEUM - TOKYO - NIGHT                                 ---- TEAM MCQUEEN, as they roll up the red carpet. Press is         held at bay behind ropes. WORLD GRAND PRIX and ALLINOL logos         are strategically placed for maximum press exposure. RACERS         are interviewed by press behind the red-carpet ropes.                                 INT. TOKYO MUSEUM - NIGHT                                 Team McQueen enters via a second floor landing which         overlooks a massive indoor party in a converted museum. As         they roll down a ramp to the party, they are awed.                                                 LUIGI          Guido, look! Ferraris and tires!          Let's go!                                                 MCQUEEN                         (IMPRESSED)          Hey, look at this. Okay now Mater,          remember: best behavior.                                                 MATER          You got it, buddy. Hey, what's          that?                                 He sees something, peels away.                                                 MCQUEEN          Mater!                                                 LEWIS HAMILTON          Hey, McQueen, over here!          22.                                                         It's fellow racers JEFF GORVETTE and LEWIS HAMILTON. McQueen         now has no choice but to let Mater go.                                                 MCQUEEN          Hey, Jeff. Lewis!                         CUT TO:                                 MATER as he approaches a GLASS-ENCLOSED ROCK GARDEN where a         pitty RAKES rocks with precision. He knocks on the glass with         his hook.                                                 MATER          Hey! You done good! You got all the          leaves!                                 People turn at the noise he's making.          CUT BACK TO:                                 MCQUEEN, JEFF and LEWIS.                                                 JEFF GORVETTE          Check out that tow truck.                                                 LEWIS HAMILTON          I wonder who that guy's with?                                                 MCQUEEN          Will you guys excuse me just for          one little second?                                 He zips over to Mater's side, quickly pulls him out of sight.                                                 MCQUEEN          Mater, listen. This isn't Radiator          Springs.                                                 MATER          You're just realizing that? Boy,          that jet-lag really done a number          on you.                                                 MCQUEEN          Mater, look -- things are different          over here. Which means maybe you          should, you know, act a little          different too.                                                 MATER          Different than what?                                                 MCQUEEN          Well, just... help me out here,          buddy. I ---          23.                                                                         MATER          You need help? Shoot, why didn't          you just say so? That's what a tow          truck does. Hey, looky there, it's          Mr. San Francisco!                                 FRANCESCO is visible across the room, holding court.                                                 MATER          I'll introduce you.                                                 MCQUEEN          Mater, no.                                                 MATER          (already on his way)          Look at me -- I'm helping you          already!                                 On FRANCESCO - MOMENTS LATER. Mater approaches, giddy.                                                 MATER          Hey Mr. San Francisco, I'd like you          to meet ---                                                 FRANCESCO          Lightning McQueen! Buona sera.                                                 MCQUEEN          Nice to meet you, Francesco.                                                 FRANCESCO          Yeah, nice to meet you too. You are          very good-looking. Not as good as I          thought, but you're good.                                                 MATER                         (TO FRANCESCO)          Excuse me. Can I get a picture with          you?                                                 FRANCESCO          Anything for McQueen's friend.                                 As Mater poses for a photo with Francesco:                                                 MATER          Miss Sally is gonna flip when she          sees this. She's Lightning          McQueen's girlfriend.                                                 FRANCESCO          Oooh.          24.                                                                         MATER          She's a big fan of yours.                                                 FRANCESCO          Hey, she has good taste.                                                 MCQUEEN          Mater's prone to exaggeration. I          wouldn't say she's a "big" fan.                                                 MATER          You're right. She's a huge fan. She          goes on and on about your open          wheels here.                                                 MCQUEEN          Mentioning it once doesn't qualify          as going "on and on."                                                 FRANCESCO          Francesco is familiar with this          reaction to Francesco. Women          respect a car that has nothing to          hide.                                                 MCQUEEN          Yeah, uh...                                                 FRANCESCO          Let us have a toast.                                 McQueen doesn't like where this is going, covers.                                                 MCQUEEN          Let's.                                                 FRANCESCO          (raising a drink)          I dedicate my win tomorrow... to          Miss Sally.                                                 MCQUEEN          Oh, sorry. I already dedicated MY          win tomorrow to her. So if we both          do it, it's really not so special.          Besides, I don't have a drink.                                                 MATER          I'll go get you one. You mind if I          borrow a few bucks for one of them          drinks?          25.                                                                         MCQUEEN          (could kill him)          They're free, Mater.                                                 MATER          Free? Well, shoot, what am I doing          here?                                 Mater ZIPS OFF.                                                 MCQUEEN          I should probably go keep an eye on          him. See you at the race.                                 McQueen starts to leave.                                                 FRANCESCO          Yes, you will see Francesco. But          not like this.                                 Francesco does a 180, so his rear end now faces McQueen.                                                 FRANCESCO          You will see him like this, as he          drives away from you.                                 Francesco wears a bumper sticker that says "Ciao, McQueen!"                                                 MCQUEEN          That's cute. So you had one of          those made up for all the racers?                                                 FRANCESCO          No.                                                 MCQUEEN          Okay.                                 He rolls off.                                                 MCQUEEN          He is so getting beat tomorrow.                                 INT. PARTY - MOMENTS LATER                                 Lights caress the main stage where a crowd has formed.                                                 VOICE          Ladies and gentlecars... Sir Miles          Axlerod!                                 MILES AXLEROD drives through an infinity fountain, appears.          26.                                                                         MILES AXLEROD          It is my absolute honor to          introduce to you the competitors in          the first-ever World Grand Prix.          From Brazil. Number eight...                                 ON FINN MCMISSILE. He appears from the shadows, keeps a         careful distance from the stage. He ZEROES HIS GAZE ON ---                                 --- THE WORLD GRAND PRIX TV CAMERAS which roll, catching         Miles Axlerod's speech for publicity and posterity.                                 Finn's ONBOARD COMPUTER ANALYZES each one, compares to the         photos we saw him snap on the oil platform. Each one is "NOT         A MATCH." His view is suddenly disrupted by A BEAUTIFUL         SPORTS CAR. She approaches Finn. Meet HOLLEY SHIFTWELL.                                                 HOLLEY          A Volkswagen Karmann Ghia has no          radiator.                                                 FINN          That's because it's air-cooled.                                                 HOLLEY          I'm Agent Shiftwell, Holley          Shiftwell from the Tokyo Station. I          have a message from London.                                                 FINN          Not here.                         (LOUDLY)          You must try the canapes on the          mezzanine!                                 He moves her onto an elevator. The doors close on them.                                 IN THE ELEVATOR, GOING UP.                                                 FINN          So the lab boys analyzed the photo          I sent? What did they learn about          the camera?                                                 HOLLEY          It appears to be a standard          television camera. They said if you          could get closer photos next time,          that would be great.                                                 FINN          This was London's message?          27.                                                                         HOLLEY          Oh -- no, no. No sir. Um, the oil          platforms you were on? Turns out          they're sitting on the biggest oil          reserve in the world.                                                 FINN          How did we miss that?                                                 HOLLEY          They'd been scrambling everyone's          satellites. The Americans actually          discovered it just before you did.          They placed an agent on that          platform, under deep cover. He was          able to get a photo of the car          who's running the entire operation.                                 The doors OPEN and they exit onto the Mezzanine.                                                 FINN          Who is it? Has anyone seen the          photo yet?                                                 HOLLEY          No, not yet. The American is here          tonight to pass it to you. He'll          signal you when he's ready.                                                 FINN                         GOOD ---                                 Finn suddenly STOPS COLD.                                                 FINN          Oh no.                                 Professor Zundapp is visible below them. He talks with a few         Pacers and Gremlins. Finn quickly retreats into the shadows.         Holley follows suit.                                                 HOLLEY          What is it?                                                 FINN          Change of plan. You're meeting the          American.                                                 HOLLEY          What, me?          28.                                                                         FINN          Those thugs down there were on the          oil platform. If they see me, the          whole mission is compromised.                                                 HOLLEY          No, no. I'm technical, you see. I'm          in Diagnostics. I'm not a field          agent.                                                 FINN          You are now.                         CUT TO:                                 MATER as he grabs a drink, keeps moving.                                                 MATER          I'll take one of them.                                 He snatches it, drops it in the back where we now see a large         assortment of drinks balanced.                                                 MATER          Never know which one McQueen'll          have a hankering for.                                 He approaches a sushi bar.                                                 MATER          Hey, what you got here that's free?          How about that pistachio ice cream?                                 He refers to wasabi, of course.                                                 SUSHI CHEF          No, no. Wasabi.                                                 MATER          Oh, same ol', same ol'. What's up          with you? That looks delicious.                                 The chef starts to carve a small scoop aside for Mater.                                                 MATER          Uh, a little more, please.          It is free, right?          (the chef adds more)          Keep it coming. A little more. Come          on, let's go, it's free! You're          getting there... Scoop scoop!                                 The chef gives in. Scoops a baseball-sized ball out.          29.                                                                         MATER          There you go. Now THAT's a scoop of          ice cream.                                                 SUSHI CHEF          (in Japanese, subtitles)          My condolences.          CUT BACK TO:                                 MILES AXLEROD - He's now nearly done with his intros.                                                 MILES AXLEROD          ... and now, our last competitor ---          Number 95, Lightning McQueen!                                 MCQUEEN approaches the microphone, flashes his headlights.                                                 MCQUEEN          Thank you so much for having us,          Sir Axlerod. I really look forward          to racing. This is a great          opportunity.                                                 MILES AXLEROD          Oh, the pleasure is all ours,          Lightning. You and your team bring          excellence and professionalism to          this competition.                                 As if on cue, Mater arrives with a piercing scream of pain.         Everyone turns as he charges head first toward the stage,         making a bee-line for that FOUNTAIN.                                                 MATER          Somebody get me water!                                 He laps up water from the fountain like a diabetic cat.                                                 MATER                         (LAPPING WATER)          Sweet relief...                                 Miles Axlerod is shocked. The crowd can't believe it.         Francesco cackles. Mater, now sated, approaches the mic.                                                 MATER          (to the crowd)          Whatever you do, do not eat the          free pistachio ice cream. It has          turned!                                                 MCQUEEN          Sir Axlerod, I can explain. This is          Mater.          30.                                                                         MILES AXLEROD          I know him. This is the bloke that          called into the television show.                         (TO MATER)          You're the one I have to thank.                                                 MATER          No, thank you. This trip's been          amazing.                                                 MILES AXLEROD                         (TO MCQUEEN)          He's a little excited, isn't he?                                 TILT DOWN to reveal a pool of oil beneath Mater.                                                 MCQUEEN          Mater!                                                 MATER          But wait, I... oh, shoot.                                 McQueen quickly pulls Mater aside, out of earshot of Miles         Axlerod and the others. McQueen is beside himself.                                                 MCQUEEN          Mater, you have to get a hold of          yourself. You're making a scene.                                                 MATER          But I never leak oil. Never.                                                 MCQUEEN          Go take care of yourself right now.                                 Mater drives off.                                 ON MATER - MOMENTS LATER                                 He drives through the party, frantic.                                                 MATER          Coming through! Excuse me, leakin'          oil. Where's the bathroom? Thank          you. I gotta go!                                 Someone points Mater down a hallway. He whips around the                        CORNER ---                                 --- and STOPS. Finds himself in front of TWO BATHROOM DOORS,         neither of which clearly indicate MALE or FEMALE.          31.                                                                         MATER                         (CONFUSED)          What the...                                 Mater chooses one, drives inside. A SHRIEK is heard and Mater         zips out.                                                 MATER          Sorry ladies!                                 He heads into the other door ---                         CUT TO:                                 INT. MEN'S ROOM - NIGHT                                 Mater rolls in, still `holding it in' like a kid.                                                 MATER          I never leak I never leak I never          leak...                                 He sees someone leaving a stall. He heads in.                                 IN THE STALL - Mater enters, looks up.                                                 MATER          Wowee...                                 The stall is a complicated apparatus with buttons and lights.         High-tech Japanese. It suddenly GRABS MATER, hoists him up as         if he's going to get an oil change.                                                 MATER          What in the---                                 A Japanese style cartoon CARICATURE appears on a TV MONITOR,         followed by images of waterfalls and rivers.                                                 MATER                         (GIGGLING)          Hey, that tickles.                                 The caricature starts talking in Japanese. Suddenly WATER         FIRES UP underneath Mater's undercarriage, goosing him. He         freaks out.                                 OUTSIDE THE STALL - With Mater's yells audible we see a         GREMLIN enter, furtive. Suddenly, inexplicably, his frame         BREAKS APART like an egg, revealing an AMERICAN MUSCLE CAR         underneath. The pieces of the Gremlin disappear under him,         clearly his disguise. This is ROD REDLINE - American Agent.          32.                                                                         ROD REDLINE          Okay, McMissile. I'm here. It's          time for the drop.                                 INT. PARTY - SAME                                 HOLLEY, rolls along by herself. Nervous. DING! Her rearview         monitor springs to life.                                  HOLLEY (INTO RADIO)          The American has activated his          tracking beacon.                                  FINN (OVER RADIO)          Roger that. Move in.                                 INT. BATHROOM - SAME                                 Rod Redline, waiting at a sink, feels a presence behind him.                                 GREM and ACER have entered, hesitate briefly when they see         Rod Redline.                                 Rod Redline, careful, slides a gun out of his tire. He is         suddenly CHARGED by the AMCs --- Rod SPINS AROUND and gets a         shot off but is SLAMMED HEAD FIRST. A TIGHT, CLOSE-QUARTERS         FIGHT begins ---                                 IN THE STALL - Mater, still TRAPPED, is now being SCRUBBED as         if in a car wash. He is helpless.                                 OUTSIDE THE STALL - Rod is being pulverized. Just when he         scrambles away from one car, the other one takes over.                                 IN THE STALL - Mater is mercifully released, but when he         backs out ---                                 --- Rod Redline is THROWN INTO MATER'S STALL DOOR, crunching         it and sending Mater ---                                 --- BACK INTO THE CLUTCHES of the insane toilet.                                 INT. PARTY - SAME                                 Holley isolates the tracking beacon's location in the party.                                                 HOLLEY          Oh, you've got to be joking.                                                 FINN          What's the problem, Shiftwell?                                                 HOLLEY          He's in the loo.          33.                                                                         FINN          So go in!                                                 HOLLEY          I can't just go into the men's loo.                                                 FINN          Time is of the essence, Shiftwell.                                 INT. BATHROOM - OUTSIDE THE STALL                                 Rod Redline is in bad shape. He backs away, betrays a look of         concern. He's in trouble here.                                 ACER burns rubber, ready to finish him off. Just as he shifts         into DRIVE ---                                 --- MATER'S STALL DOOR KICKS OPEN, knocking ACER out. Mater         jumps out, face-to-face GREM.                                                 MATER          (out of breath)          Whatever you do, I would not go in          there.                                 The door SWINGS shut, revealing the pulverized Acer.                                                 MATER          A Gremlin and a Pacer!                                 Rod Redline, now behind Mater and sensing an opportunity         here, quickly produces A SMALL DEVICE.                                                 MATER          (to Grem and Acer)          No offense to your makes and          models, but you guys break down          harder than my cousin Betsy after          she got left at the ---                                 Rod Redline, surreptitiously attaches the device to Mater's         undercarriage.                                                 MATER          (as he's goosed)          --- altar!                                 He spins around, sees Rod Redline for the first time.                                                 MATER          Are you okay?                                                 ROD REDLINE          I'm fine.          34.                                                                         GREM          Hey. Tow truck.                                 Mater turns back to Grem and Acer.                                                 GREM          We'd like to get to our private          business here, if you don't mind.                                                 MATER          Oh, yeah. Don't let me get in the          way of your "private business."          Oh! A little advice: When you hear          her giggle and see that waterfall,          you best press that green button.                                                 GREM          Thank you.                                                 MATER          It's to adjust the temperature.                                                 ACER          Got it.                                                 MATER          Remember it's in Celsius, not          Fahrenheit.                                  GREM AND ACER          Get outta here!                                                 MATER          Alright then.                                 Mater exits, leaving Rod Redline to a now even angrier Grem         and Acer.                                 EXT. BATHROOM - MOMENTS LATER                                 Holley arrives at the door. She takes a breath, is about to         enter when Mater EXITS.                                                 MATER          Excuse me, ma'am.                                 He passes her, expelling some exhaust in the process.         Holley's rearview tracking confirms that the device is on         him.                                                 MATER                         (TO HIMSELF)          Dadgum pistachio ice cream.          35.                                                          HOLLEY (INTO RADIO)          This cannot be him.                                  FINN (OVER RADIO)          Is he American?                                                 MATER          (driving off, to himself)          Look out, ladies. Mater's fittin'          to get funky!                                  HOLLEY (INTO RADIO)          Extremely.                                  FINN (OVER RADIO)          Then it's him.                                 It's settled. Holley takes one more nervous breath, quickly         closes the distance between her and Mater, cuts him off. He         is forced to STOP.                                                 HOLLEY          Hello.                                                 MATER          Well, hello.                                                 HOLLEY          A Volkswagen Karmann Ghia has no          radiator.                                                 MATER          Well of course it doesn't. That's          `cause it's air-cooled!                                                 HOLLEY                         (RELIEVED)          Perfect. I'm from the Tokyo Station                         OF THE---                                                 MATER          Course, Karmann Ghia's weren't the          only ones. Besides the Beetles you          had your Type-3 Squarebacks, with          the pancake motors...                                                 HOLLEY          Yeah. Okay, I get it---                                                 MATER          ... And before both of them,          there's the Type-2 buses - my buddy          Fillmore's one of them.          36.                                                                         HOLLEY          Listen! We should find somewhere          more private.                                                 MATER          Uh, gee. Don't you think that's a          little, uh ---                                                 HOLLEY                         (NERVOUS ENERGY)          You're right. Impossible to know          which areas here are compromised.          So, when can I see you again?                                                 MATER          Well, let's see. Tomorrow I'll be          out there at the races.                                                 HOLLEY          Got it. We'll rendezvous then.                                 INT. PARTY - MOMENTS LATER                                 Mater returns to his team, lost in thought.                                                 MCQUEEN          There you are. Where have you been?                                                 MATER          What's a rendezvous?                                                 LUIGI          It's like a date.                                                 MATER          A date?!                                                 MCQUEEN          Mater, what's going on?                                                 MATER          Well, what's going on is I've got          me a date tomorrow.                                 Guido makes a crack in Italian.                                                 LUIGI          Guido don't believe you.                                                 MATER          Well, believe it. My new girlfriend          just said so. Hey, there she is.                                 Mater points out Holley, who's within earshot.          37.                                                                         MATER                         (YELLING)          Hey! Hey lady!                                 Holley, caught in plain view, DRIVES OFF.                                                 MATER          See ya tomorrow!                                 Guido makes another crack in Italian.                                                 LUIGI          Guido still don't believe you.                                 EXT. SHIPYARD - THE DOCKS - TOKYO NIGHT                                 An industrial dock, outside of the city proper.                                 INT. SHIPYARD - NIGHT                                 Rod Redline dangles from a car magnet. He's been beaten up,         clings to consciousness.                                  GREM (O.S.)          I gotta admit ---                                 Grem, Acer, and a bunch of nasty looking troublemakers look         up at Rod amidst crates and shipping containers.                                                 GREM          --- you tricked us real good.                                                 ACER          And we don't like being tricked.                                 Rod Redline laughs to himself.                                                 ACER          Hey, what's so funny?                                                 ROD REDLINE          Well, you know, I was just wearing          a disguise. You guys are stuck          looking like that.                                 This doesn't help him. They DROP HIM onto a TREADMILL, lock         him down. A container is wheeled forward and Rod is plied         with Allinol brand gasoline.                                                 ROD REDLINE          Allinol? Thanks, fellas. I hear          this stuff is good for you.          38.                                                          PROFESSOR ZUNDAPP (O.S.)          So you think.                                 The Professor emerges from the darkness, behind Rod.                                                 PROFESSOR ZUNDAPP          Allinol by itself is good for you.                                 Zundapp hits a button and the TREADMILL starts Rod's wheels         spinning at a high rate of speed.                                                 PROFESSOR ZUNDAPP          But after microscopic examination,          I have found that it has one small          weakness. When hit with an          electromagnetic pulse, it becomes          extremely dangerous.                                                 GREM                         SMILE ---                                 Grem pushes a World Grand Prix CAMERA - the same one that         was in the box back at the oil derrick. He points it at Rod         Redline.                                                 GREM          --- for the camera.                                                 ROD REDLINE          Is that all you want? I got a whole          act.                                                 PROFESSOR ZUNDAPP          You were very interested in this          camera on the oil platform. Now you          will witness what it really does.                                                 ROD REDLINE          Whatever you say, Professor.                                 Acer pushes a TV MONITOR toward Rod. On it, surveillance         footage from the party. Clearly, they were watching and         recording him there.                                                 ACER          You talked up a lot of cars last          night. Which one's your associate?                                                 ROD REDLINE          Your mother. Oh no, I'm sorry. It          was your sister. You know, I can't          tell them apart these days.          39.                                                                         GREM                         (HAD ENOUGH)          Could I start it now, Professor?                                                 PROFESSOR ZUNDAPP          Fifty percent power.          (to Rod Redline)          This camera is actually an          electromagnetic pulse emitter.                                                 ACER          (re: a girl on the TV)          What about her? Did you give it to          her?                                                 PROFESSOR ZUNDAPP          The Allinol is now heating to a          boil, dramatically expanding,          causing the engine block to crack          under the stress, forcing oil into          the combustion chamber.                                 Rod Redline's engine starts to CRACK and BREAK.                                                 ACER          (re: a guy on the TV)          How about him? You talk to him?                                                 ROD REDLINE          (to Professor Zundapp)          What do I care? I can replace an          engine block.                                                 PROFESSOR ZUNDAPP          You may be able to, but after full          impact of the pulse, unfortunately,          there will be nothing to replace.                                                 ACER          How about him? Does he have it?                                 The monitor reveals MATER, rolling out of the bathroom and         down the hall.                                 Rod Redline, seeing this, does the world's most subtle double         take. We caught it, but there's no way anyone else in the         room could have ---                                                 PROFESSOR ZUNDAPP          That's him. He's the one.                                                 GREM          Roger that, Professor Z.          40.                                                                         ROD REDLINE          No!                                 As Grem turns up the machine even MORE, the Professor makes a         call.                                  PROFESSOR ZUNDAPP (INTO PHONE)          Yes sir. We believe the infiltrator          has passed along sensitive          information.          (beat, listening)          I will take care of it before any          damage can be done.                                 The Professor hangs up, turns to the room.                                                 PROFESSOR ZUNDAPP          The project is still on schedule.          You will find this second agent ---                                 Zundapp kicks the camera's power into the RED.                                                 PROFESSOR ZUNDAPP          --- and kill him.                                 On the MONITOR - With Mater's frozen image on the screen we         see Rod EXPLODE in the reflection.                                 EXT. JAPAN - DAY                                 Over television pre-roll of Japan:                                  BRENT MUSTANGBURGER (V.O.)          Japan. Land of the rising sun.          Where ancient tradition meets          modern technology. Welcome to the          inaugural running of the World          Grand Prix.                                 ON OUR ANNOUNCERS as they introduce themselves:                                                 BRENT MUSTANGBURGER          I'm Brent Mustangburger, here with          racing legends Darrell Cartrip and          David Hobbscap. There's never been          a competition like this before.                                 SHOTS OF THE PITS as the racers fuel up.                                  BRENT MUSTANGBURGER (V.O.)          First, Allinol, making its debut          tonight as the required fuel for          all these great champions.                         (MORE)          41.                                  BRENT MUSTANGBURGER (V.O.) (CONT'D)          Second, the course itself, and it's          like nothing we've ever seen.          David, how exactly does this          competition work?                                  DAVID HOBBSCAP (V.O.)          Well, Brent, all three of these          street courses are classic round-          the-house racetracks.                                 OUTLINES OF THREE RACE COURSES are shown. They're labeled         Japan, Italy and England, and are different in shape and         size.                                  DAVID HOBBSCAP (V.O.)          This means that the LMP and Formula          cars should break out of the gate          in spectacular fashion.                                 SHOTS OF THE RACERS as they weave up the track, practicing.                                  DAVID HOBBSCAP (V.O.)          Look for Francesco Bernoulli in          particular to lead early.                                 SHOTS OF Francesco, featured in an inset.                                  DAVID HOBBSCAP (V.O.)          And with a series of technical          turns throughout ---                                 MORE SHOTS of the course, now highlighting the tech turns.                                  DAVID HOBBSCAP (V.O.)          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 CARTRIP (V.O.)          Woah, 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.                                 GRAPHICS OF THE COURSES now isolate a stretch after the first         couple turns, label it "DIRT SECTIONS."          42.                                                          BRENT MUSTANGBURGER (V.O.)          French Rally car Raoul ÇaRoule is          counting on a big boost headed          through there.                                  DARRELL CARTRIP (V.O.)          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.                                 BACK IN THE STUDIO                                                 DAVID HOBBSCAP          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.                                 EXT. STARTING LINE - DAY                                  BRENT MUSTANGBURGER (V.O.)          It's time to find out. The racers          are locking into the grid ---                                 Engines rev as everyone gets ready to go. Everyone's bright         eyed and alert except for McQueen who we find in the back of         the grid. He CLOSES his eyes.                                                 MCQUEEN                         (TO HIMSELF)          Speed. I am speed.                                 A LAUGH O.S. McQueen opens his eyes. Francesco is next to him         on the grid.                                                 FRANCESCO          Really? You are "speed"? Then          Francesco is triple speed.          (closes his eyes)          Francesco. Is. Triple speed.          Francesco likes this, McQueen. It's          really getting him into the zone!                                                 MCQUEEN          He is so getting beat today.                                 The starting lights click down from RED to YELLOW to GREEN.         The race begins. Francesco quickly grabs the lead. He's         pulling away within seconds.          43.                                                         ON PIT ROW - We TRACK PAST as the various Crew Chiefs on         their crash carts bark orders to their racers. We end on Team         McQueen. No Crew Chief, just a solid looking team.                                                 SARGE          His suspension stats look good.                                                 LUIGI          Tire pressure is excellent.                                                 FILLMORE          He's got plenty of fuel.                                                 MATER          And he's awesome!                         CUT TO:                                 The same view of Mater but now THROUGH A TELESCOPIC DISPLAY.         Reveal Finn and Holley watching from high above in a downtown         office building, behind reflective glass.                                                 HOLLEY          Why is he in the pits? He's so          exposed.                                                 FINN          It's his cover. One of the best          I've seen, too. Look at the detail          on that rust. It must have cost him          a fortune.                                                 HOLLEY          But why hasn't he contacted us yet?                                                 FINN          There's probably heat on him. Be          patient.                                                 HOLLEY          Right, of course. He'll signal us          when he can.                                                 FINN          And then we find out who's behind          all this.                                 ON THE TRACK - VARIOUS SHOTS OF THE RACE through Tokyo as         Francesco extends his lead and McQueen attempts to make up         ground.          44.                                                         IN MCQUEEN'S PIT - Mater watches the monitors, sees them         approaching the dirt section.                                                 MATER          McQueen! It's time to make your          move. Get on the outside and show          'em what Doc done taught you.                                  MCQUEEN (OVER RADIO)          Ten four, Mater.                                 ON THE TRACK - Francesco hits the dirt section and loses all         control. He SLAMS to a halt, his tires getting no traction.                                  DAVID HOBBSCAP (V.O.)          Francesco is brought to a          screeching halt!                                 MCQUEEN skids into view, turning right to go left, passing         Francesco, followed by other cars ---                                  BRENT MUSTANGBURGER (V.O.)          Lightning McQueen is the first to          take advantage. And just like that,          folks, Francesco's lead is left in          the dust.                                                 MCQUEEN          Nice call, Mater. Keep it up!                                 McQueen now leads the pack, zooming out of the dirt now         starting to relax.                                  DARRELL CARTRIP (V.O.)          Who-hoo! Man, McQueen looks happier          than a rollbar at a demolition          derby!                                 ON PAVED ROAD AGAIN - MOMENTS LATER                                 The field of cars thunders into a tunnel.                                  BRENT MUSTANGBURGER (V.O.)          Everyone's jostling for position as          we hit the asphalt again.                                 Francesco crests the hill, in last place. He bites down,         determined, then CHASES.                                  BRENT MUSTANGBURGER (V.O.)          Francesco lost a lot of momentum in          the dirt. He's got some serious          work ahead of him if he wants to          get back in this race.          45.                                                         VARIOUS SHOTS OF TOKYO as the racers move through the Rainbow         Bridge. Bit by bit, Francesco ekes his way toward the front,         toward Lightning McQueen as we CUT TO ---                                 --- A ROOFTOP, and a VIEW THROUGH THE WGP CAMERA LENS. Grem         and Acer are manning this one. They focus it on the racers as         they approach.                                  PROFESSOR ZUNDAPP (OVER RADIO)          It is time.                                                 GREM          Roger that.                                 ON THE TRACK - A racer (Miguel Camino) suddenly PLUMES WITH         SMOKE and skids out.                                  DARRELL CARTRIP (V.O.)          Oh! Miguel Camino has blown an          engine!                                  BRENT MUSTANGBURGER (V.O.)          Very unusual, Darrell. He's been so          consistent all year.                                 Camino quickly pits, passing McQueen's pit where Mater is         visible.                                 ON GREM AND ACER, watching from above.                                                 GREM          You gotta be kidding me.                                                 ACER          What is it?                                                 GREM          It's that tow truck from the          bathroom.                                                 ACER          The one from the bathroom?                                                 GREM          Yeah, the one the American Agent          passed the device to.                                                 ACER          What about him?                                                 GREM          What about him? He's in the pits!          46.                                                                         ACER          Not for long.                                 Acer exits, with purpose.                                 ON FINN AND HOLLEY, still in their office hideaway. Holley's         onboard computer flashes an ALERT.                                                 HOLLEY          Hold on. I think I've got          something.                                                 FINN          What is it?                                                 HOLLEY          The Pacer from the party last          night.                                 She's spotted Acer, moving swiftly forward.                                                 HOLLEY          Cross-referencing with the photos          from the oil derricks... Yep. His          VIN numbers match.                                                 FINN          Anyone with him? He won't be alone.                                                 HOLLEY          Conducting analysis on the target.                                 The computer finds more and more bad guy Pacers and Gremlins         are in the crowd.                                                 HOLLEY          He's not the only one here.          Three... five... they're          everywhere. And they're all closing          in on... oh no.                                 We PAN OVER to see it's MATER.                                                 HOLLEY          Finn? Finn, where are you?                                 She turns. He's GONE, leaving only an open window.                                  FINN (OVER RADIO)          Get him out of the pits now!                                 IN MCQUEEN'S PIT. A car WHIPS BY O.S.          47.                                                                         MATER          Wow! Some of them fellers is really          loud.                                  HOLLEY (OVER MATER'S RADIO)          Can you hear me? Over.                                                 MATER          Uh, what?                                  HOLLEY (OVER MATER'S RADIO)          Get out of the pit now. Do you hear          me?                                 Mater realizes this girl has somehow broken into his radio.                                  MATER (INTO RADIO)          Hey, I know you. You're that girl          from the party last night. You          wanna do our date right now?                                 ON THE TRACK - McQueen boxes out Francesco, holds his slim         lead, but barely.                                                 MCQUEEN          Guys, a little too much chatter.          Let's keep this line clear.                                 BOOM! A racer behind McQueen suddenly expels black smoke,         skids out of control.                                 ON GREM - laughing. That was clearly his handiwork.                                 IN MCQUEEN'S PIT - SAME                                  HOLLEY (ON MATER'S RADIO)          There's no time for messing about.          You've got to get out of the pits.                                                 MATER          Is there gonna be cable where you          is so I can watch the rest of the          race?                                 ON HOLLEY - Watching from the downtown building.                                  HOLLEY (INTO RADIO)          You're running out of time!                                  FINN (OVER RADIO)          They're coming, Shiftwell.                                  HOLLEY (INTO RADIO)          Yes, I know.          48.                                                          FINN (OVER RADIO)          Get him out of there.                                                 HOLLEY                         (TO FINN)          I'm trying.                         (TO MATER)          Get out now!                                 We CUT BACK TO ---                                 --- MATER. He gives in, exits the pit.                                                 MATER          Well, all right but I usually like          to have a proper detailing done          before I meet a lady friend.                                 He moves toward the back PIT DOOR, is about to open it.                                 OUTSIDE THE PITS - ACER and another Pacer approach McQueen's         pit door on the other side. Ready to pounce. The doors OPEN,                        REVEALING ---                                 --- Finn, holding a fire extinguisher.                                                 ACER          Finn McMissile? But you're dead!                                                 FINN          Then this shouldn't hurt at all.                                 He empties the extinguisher in their eyes, speeds past. They         try and follow, but have been blinded. One of them crashes         right into a COP.                                 ON FINN - Already on the move, along a side street.                                                 FINN          Miss Shiftwell?                                 ON HOLLEY - Tracking everything on a grid map. Mater looks         like Pac Man, weaving through the streets as bad guys close         in all around him.                                                 HOLLEY          I've got him in the back alleys          east of the garages. Multiple          assailants are closing in quickly.                                  FINN (OVER RADIO)          Keep him moving. I'm on my way.                                 ON MATER - He turns a corner, sees a flower shop.          49.                                                                         MATER          Hey, new lady friend? You like          flowers?                                 ON THE TRACK - McQueen, hearing this, is taken aback.                                                 MCQUEEN          What?                                 ON MATER - Slowing at the flower shop.                                  HOLLEY (OVER RADIO)          No! Don't go 'in' anywhere. Just          keep moving.                                                 MATER          Stay outside. Gotcha.                                 ON THE TRACK                                                 MCQUEEN          Outside?                                 McQueen drifts outside allowing Francesco to slip past!                                                 FRANCESCO          Grazie and arrivaderci!                                  DARRELL CARTRIP (V.O.)          I cannot believe what I just saw,          Brent. That was a bonehead move.          You don't open up the inside like          that!                                 IN THE BACK ALLEYS - As Mater moves on he's followed by         Pacers and Gremlins. Suddenly ---                                 --- CABLES whip in front of them, pulling over flower vending         machines and sending the shop's owners into a frenzy. They         direct their attention to the AMCs, who try and explain.                                 ON FINN, admiring his handiwork as he appears. Just as he         turns to leave he's BROADSIDED and pushed INTO A DARK ALLEY.                                 IN THE ALLEY - Finn finds himself boxed by two Pacers and         pushed toward ---                                 --- ACER, who now holds a FLAME THROWER.                                                 ACER          This time I'm gonna make sure you          stay dead.                                 He hits the flame. WHOOOSSSH!!          50.                                                         ON ANOTHER STREET - Mater clicks along, still looking for         Holley. Just as he passes the alley entrance where Finn         stares down death:                                  HOLLEY (OVER RADIO)          You're doing brilliantly. Now just          stay focused.                                                 MATER          What's that? You want me to head          toward that ruckus?                                 Mater turns INTO the alley.                                  HOLLEY (OVER RADIO)          No! Don't go down that street!                                 IN THE ALLEY - Finn, now nearly pushed completely into the         flame thrower, leaps into the air. He FIGHTS BACK, using his         wheels, axle, indeed his entire car frame as if he were         human, kicking and tossing and shooting his enemies.                                 Mater witnesses the whole thing.                                                 MATER          Wow! A live karate demonstration!                                 ON THE TRACK - McQueen, now playing catch-up again, scowls.                                                 MCQUEEN          Stop it, Mater. Just sign off.                                 IN THE BACK ALLEY - Finn polishes off the AMCs by firing a         bullet into a gas main line, causing an EXPLOSION that tosses         Acer through the air where he lands in a NOODLE SHOP'S SIGN.                                 ON THE TRACK - The end of the race is nigh ---                                  BRENT MUSTANGBURGER (V.O.)          They're bumper to bumper as they          approach the finish line!                                 The Formula car gets there first.                                  BRENT MUSTANGBURGER (V.O.)          Francesco's the winner, McQueen's          number two!                                 IN THE ALLEY - Finn heaves breaths, surveys his damage.                                                 MATER          That was cool! Hey, can I get your          autograph?          51.                                                         Mater approaches when a MASS OF RACE FANS burst out a door,         momentarily blocking Mater's view of Finn. Once the fans have         past, Finn has disappeared.                                                 MATER          Hey, where'd he go?                                  HOLLEY (OVER RADIO)          Our rendezvous has been          jeopardized. Keep the device safe.          We'll be in touch.                                                 MATER          Dadgum, did I miss our date?                                 EXT. PRESS STAGE - LATER                                 Post race press conference. Francesco is center stage.                                                 DARRELL CARTRIP          Francesco, over here! Hey, what was          your strategy today?                                                 FRANCESCO          Strategia? Francesco needs no          strategy, it's very simple. You          start the race, wait for Lightning          McQueen to choke, pass him, then          win. Francesco always wins. It's          boring.                                 McQueen, waiting in the wings, rolls his eyes. He suddenly         notices something O.S.                                 McQueen's P.O.V. - It's MATER, appearing from a side street,         moving toward the pits, oblivious of the press conference.                                                 DARRELL CARTRIP                         (TO FRANCESCO)          I gotta tell you, dude. You were in          trouble for awhile. That dirt track          section had you crawling!                                 As McQueen SNEAKS AWAY ---                                                 FRANCESCO          To truly crush one's dream, you          must first raise their hopes very          high.                                 IN MCQUEEN'S PIT GARAGE - Mater looks around for everyone as         McQueen approaches.          52.                                                                         MCQUEEN         Mater.                                                 MATER         Hey McQueen! What happened? Is the         race over? You won, right?                                                 MCQUEEN         Mater, why were you yelling things         at me while I was racing?                                                 MATER         Yelling? Oh, you thought... that's         funny right there. Nah, see that's         `cause I seen these two fellers         doing some sort of karate street         performance. It was nutso. One of         them even had a flamethrower ---                                                 MCQUEEN         A flamethrower? What are you         talking about? I don't understand.         Where were you?                                                 MATER         Going to meet my date.                                                 MCQUEEN         Your date?                                                 MATER         She started talking to me as a         voice in my head, telling me where         to go ---                                                 MCQUEEN         What?                                                 MATER         Wait a minute -- I didn't screw you         up, did I?                                                 MCQUEEN         I lost the race because of you!                                                 MATER         Well, I'm sorry. I didn't mean ---                                                 MCQUEEN         An imaginary girlfriend,         flamethrowers. This is exactly why         I don't bring you along to these         things.          53.                                                                         MATER          Maybe if I, I don't know, talked to          somebody and explained what          happened I could help.                                                 MCQUEEN          I don't need your help. I don't          want your help.                                  PRESS (O.S.)          Hey, there he is!!                                 The press finds McQueen, swarms him. Mater is pushed         backwards as the questions fly again.                                                 PRESS          - McQueen, you had it in the bag!          - Yeah, what happened?                                                 MCQUEEN          I made a mistake. But I can assure          you, it won't happen again.                                 On Mater. He takes this badly.                                                 MCQUEEN          Look, guys. We know what the          problem is and we've taken care of          it.                         SMASH TO:                                 OVER FOOTAGE OF FRANCESCO and various other highlights:                                                 BRENT MUSTANGBURGER          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 leading some to suggest          that their fuel, Allinol, might be          to blame.                                 FOOTAGE OF MILES AXLEROD, speaking to an aggressive press. He         must SHOUT over the press.                                                 MILES AXLEROD          Allinol is safe! Alternative fuel          is safe! There is no way my fuel          caused these cars to flame out!          54.                                                         IN THE TV STUDIO - Darrell, Brent and David talk to camera.                                                 DARRELL CARTRIP          Well the jury may still be out on          whether Allinol caused these          accidents, but one thing's for          sure: Lightning McQueen blew this          race.                                 Off a FROZEN IMAGE of McQueen crossing the finish line, a         look of severe consternation across his face ---                                                 BRENT MUSTANGBURGER          Team McQueen can't be happy right          now.                                 --- MATCH CUT TO ---                                 INT. AIRPORT - JAPAN - DAY                                 --- McQueen's SMILING FACE, on a Team McQueen poster.                                 REVERSE to reveal Mater looking at it, sadly. He drives on,         passing (but not noticing) ---                                 --- GREM and ACER.                                 AT THE SECURITY CHECK - MOMENTS LATER. Cars take off their         tires, move through the metal detector. Mater waits in line.         A SECURITY CAR approaches Mater.                                                 SECURITY CAR          (in Japanese and English)          Come with me please, sir.                                                 MATER          But I'm gonna miss my plane.                                 IN THE ADMIRAL'S LOUNGE - MOMENTS LATER. The Security Car         leads Mater inside.                                                 SECURITY CAR          Right this way.                                 As they move past us the Security Car covertly drops a BALL         BEARING which rolls into a corner. The ball bearing then         sprouts MECHANICAL LEGS, tripods itself and IRISES out,         revealing itself to be a tiny CAMERA.                                 IN THE MAIN ROOM - ADMIRAL'S LOUNGE - CONTINUOUS                                 Mater follows the Security Car in, nervous.          55.                                                                         MATER          Doggone it. This is about my hook,          isn't it? I know I should've          checked it, but I can't really,          look -- it's attached to me.                                 ZWAPPPPPP!! The Security Car suddenly DECLOAKS himself,         reveals himself to be Finn McMissile!                                                 MATER          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 triple-A          affiliated. You know, I know some          karate. I don't wanna brag or          nothing, but I've got me a black          fan belt.                                 BEEP! Finn's rearview alarms. His camera has picked up Grem         and Acer. They've just entered the lounge, are right around         the corner.                                                 MATER          Hey, you wanna see some moves I          made up?                                                 FINN          You're being followed.                                 Finn quickly turns, fires a tiny GLASS CUTTING BEETLE at the         window. As Mater talks, oblivious, the beetle cuts out a         round hole.                                                 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."          56.                                                         Mater does his best (worst) karate moves as Acer and Grem         turn the corner.                                                 GREM          There he is!                                 The glass drops away, leaving a car-sized hole.                                                 MATER          (eyes the clock)          Look, I probably ought to go. I'm          about to miss my flight.                                                 FINN          Don't worry.                                 Finn HOOKS Mater from behind. He YANKS HIM forward ---                                                 FINN          I've taken care of that. Hang on.                                 --- and LEAPS OUT THE WINDOW!                                 EXT. TARMAC - AIRPORT - JAPAN                                 Finn pulls Mater down HARD onto the tarmac, towing him away         from the terminal.                                                 MATER          This is First Class service. You          don't even have to go through the          terminal.                                 ACER and GREM appear, chasing them. Mater, who is facing         backward as he is being pulled along, faces them. They're         about a hundred yards back.                                                 MATER                         (TO FINN)          Your karate partners are back here.          They kinda look like they're trying          to catch up!                                                 FINN          Drive forward. Whatever you do,          don't stop.                                 Finn SKIDS around, whipping Mater in a 180 so that Mater is         now towing Finn.                                 Grem produces a ROCKET, lines up Finn as his target.          57.                                                         Finn, without hesitation, fires a MINI ROLLING-JACK. The jack         DRIVES ITSELF toward Grem, anchors itself under his frame and         flips him like a turtle but not before Grem gets the rocket                        OFF ---                                 THE ROCKET - it flies toward Mater and Finn.                                 FINN aims and launches a MISSILE back.                                 THE ROCKET AND MISSILE COLLIDE IN MID-AIR, EXPLODE.                                                 MATER          (only hearing this)          Is everything okay back there?                                  SIDDELEY (O.S.)          Finn, it's Sid. I'm on approach.                                 A GULFSTREAM JET wings into view overhead. This is SIDDELEY.                                                 FINN          Roger that.                                 Mater looks up: ACER screeches into view up ahead, dragging a         long row of luggage carts in Mater's path, attempting to         create an accident.                                                 MATER                         (TO FINN)          You remember that whole thing about          me not stopping no matter what?                                 Just as it looks dire --- RATATATATATATAT!!! SIDDELEY         descends, hawklike, fires bullets and blows the luggage carts         sky-high. Mater and Finn burst through them, luggage now         raining down from above.                                                 MATER          I knew I should've done carry-on!                                                 FINN                         (TO SIDDELEY)          Thanks, old boy!                                 Siddeley LANDS HARD on the tarmac ahead of them. No time to         stop, he DROPS his back open, revealing HOLLEY.                                                 MATER          Hey, doggone it. It's my imaginary          girlfriend!                                                 HOLLEY          Come on! Get in here!          58.                                                         Mater SPEEDS UP toward Siddeley's ramp, Holley.                                                 MATER                         (TO HOLLEY)          Boy I tell you what, you really do          want this first date, don't ya?          That's a no-quit attitude right          there.                                 Just as Mater's wheels touch the ramp, BULLETS PING around         him in a spray. Siddeley is HIT, a tire BLOWN. He yells in         pain.                                                 FINN          Hold on, Sid!                                 Siddeley peels off the runway onto the grass.                                 A gunfight ensues between Finn and Acer. Finn SHOOTS ACER'S         TIRE, blowing it and throwing him off-course.                                 Acer CAREENS out of control, drives up and THROUGH A JET ---                                 --- OUT THE OTHER SIDE where he lands in an oil tanker.                                 ON SIDDELEY - He's headed toward the edge of the tarmac,         where the grass and runway meet WATER. He HITS THE GAS, his         only hope.                                                 SIDDELEY          Finn, it's now or never!                                 Finn BRAKES, 180s and grabs the ramp just as Siddeley gets         air.                                                 SIDDELEY          Hold on!                                 Mater, the only thing not in the jet, dangles and recedes         from our view as Siddeley climbs toward the clouds. As he's         PULLED in through the back hatch:                                  MATER (V.O.)          By the time you read this, I will          be safely on an airplane, flying          home.                                 INT. LOBBY - HOTEL - TOKYO - DAY                                 CLOSE ON a handwritten (er, tire-written?) NOTE in childish         scrawl. We don't see all of it, only a bit. Mater's voice         O.S. begins the note with the first sentence, but we DISSOLVE         into McQueen's voice.          59.                                                                         MCQUEEN          "I'm so sorry for what I did. 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 - that you are the          greatest race car in the whole wide          world. Your best friend, Mater."                                 McQueen takes this in.                                                 MCQUEEN          I didn't really want him to leave.                                                 LUIGI          Wait, there's more here.                         (READS)          "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.          P.P.S... That's funny right there --          PP."          (to the others)          There's a few more pages of P.S.'s          here.                                                 MCQUEEN                         (TURNING BACK)          Well, at least I know if he's at          home he'll be safe.                                 EXT. SKY - DAY                                 SIDDELEY breaks through some cloud cover, flies with purpose.                                 INT. JET - DAY                                 A well-appointed spy jet. Various computers line the walls.                                                 FINN          Now that's how I like to start the          day! You never feel more alive than          when you're almost dead.                                                 HOLLEY                         (SCANNING MATER)          I hope that device didn't fall off.                                                 MATER          That's the closest I ever been to          missing my flight! That was ---          60.                                                         With a ROBOTIC ARM, Holley grabs the THE DEVICE that Rod         Redline hid under Mater. She yanks it out with a GOOSE.                                                 MATER                         (JUMPS)          Yow!                                                 HOLLEY          Still in one piece, great.                                 Holley drops the device into a mainframe computer. It starts         "ANALYZING."                                                 MATER          I gotta go to a doctor. I keep          getting these sharp pains in my          undercarriage.                                                 HOLLEY          Downloading the photo now.                                                 MATER          Hey, lemme introduce you two.                         (TO HOLLEY)          This here is Finn McSomething-or-          other. He's a First Class VIP          airport whatchamacallit. And Finn,          this here's my date.                         (TO HOLLEY)          I never did get your name.                                                 HOLLEY          Oh yes, sorry. It's Shiftwell.          Holley Shiftwell.                                                 MATER                         (TO FINN)          It's Shiftwell. Holley ---                                 DING! The computer is done analyzing. The cabin lights dim.                                                 FINN          Finally. Time to see who's behind          all this.                                 AN IMAGE is blasted between the three of them. It's of a         photograph, a complicated melange of metallic parts stuck         together.                                                 HOLLEY          (to Mater, expectantly)          What is this?          61.                                                                         MATER          Well, that's one of the worst          engines ever made. It's an old          aluminum V8 with a Lucas electrical          system and Whitworth bolts. Shoot,          them Whitworth bolts is a pain,          tell you what. Them ain't metric,          they ain't inches...                                                 HOLLEY          Yes, OK, right. But who's engine is          this, Mater?                                                 MATER          Well, it's kinda hard to tell from          this picture, ain't it?                                                 HOLLEY          But you're the one who took it.                                                 FINN          Holley.                                                 HOLLEY          Oh, right. Yes, of course. "A good          agent gets what he can, then gets          out before he's killed." Sorry.                                                 MATER          Agent? You mean like insurance          agent, like,                         (SINGS)          `Like a good neighbor, Mater is          there'? Wait, you mean secret          agents. You guys is spies!                                                 FINN          Holley, in how many makes and          models did this type of engine          appear?                                 Holley has these stats in seconds. Kid's play.                                                 HOLLEY          It was standard in seven models          over a 12-year period. At least          35,000 cars were made with this          engine.                                 Mater MOVES HIS SEAT FORWARD, through one part of the         hologram so he's face-to-face with Holley.                                                 MATER          You're pretty.          62.                                                                         HOLLEY                         (ANNOYED)          Yes, alright. Thank you.                                                 MATER          And so nice.                                                 HOLLEY          Just pay attention.                                 She moves the engine photo so it's now blocking Mater again.                                                 FINN          This seems like a dead end. If          there were something in the photo          that could narrow this down a bit          I'd be a lot happier.                                                 MATER          You might not be happy, but I bet          this feller is. See how he's had          most of his parts replaced? And see          all them boxes over there? Them's          all original parts. They ain't easy          to come by.                                                 HOLLEY          Rare parts.                                                 FINN          That's something we can track.                                                 HOLLEY          Exactly!                                 Holley drops her screen down.                                                 FINN          Well done, Mater! I would never          have seen that.                         (TO HOLLEY)          I know of a black-market parts          dealer in Paris, a treacherous          lowlife. But, he's the only car in          the world who can tell us whose          engine this is. Mater, what would          you say to setting up an informal          task force on this one?                                                 MATER          Wait, what?          63.                                                                         FINN          You obviously have plenty of          experience in the field.                                                 MATER          Well yeah I live right next to one.          (thinks about it)          I don't know, Finn. I ain't exactly          been much help to anybody recently.                                                 FINN          You're helping me. Please, Mater.                                                 MATER          Well, okay. But you know I'm just a          tow truck, right?                                                 FINN          Right. And I'm just in the          import/export business. Siddeley?                                                 SIDDELEY          Yes, Finn?                                                 FINN          Paris. Tout de suite.                                                 MATER          Yeah, two of them sweets for me          too, Sid!                         (TO HOLLEY)          You know, I always wanted to be a          spy.                                                 HOLLEY                         (SMILING SWEETLY)          Really? Me too.                                                 SIDDELEY          Afterburners, sir?                                                 FINN          Is there any other way?                                 EXT. JET - MOVING                                 Siddeley HITS THE JUICE, they kick forward like a mule as we         CUT TO ---                                 A MONTAGE OF PARIS: Mater attempts to merge into roundabout         traffic; mimes annoy tourists at the Eiffel Tower; a painter         works his magic on an unattractive couple; a couple kisses on         the most romantic spot in the world; we might even catch         GASTOW'S RESTAURANT.          64.                                                         The charming, low-key introduction ends with a SWEEPING VISTA         of Paris's center from far away as we CRANE DOWN INTO ---                                 EXT. STREET - DAY                                 --- a dirty street in the 1st Arrondissement. Finn and Holley         drive along together as Mater, playing "spy," darts back and         forth behind them from doorway to dumpster, "hiding out."         He's having a ball.                                                 FINN                         (TO HOLLEY)          Once we're inside, stay close.          Don't bother checking VIN numbers          for criminal records, they're all          dodgy here.                                                 HOLLEY          No VIN scans. Got it.                                                 FINN          Don't talk to anyone. Don't look at          anyone. And absolutely, positively          no idling. Are we clear?                                                 HOLLEY          Yes, right. No idling. Yes, sir.                                                 FINN          Mater?                                                 MATER          Yeah, Finn?                                                 FINN          We're not here to go shopping.                                 As Finn and Holley and Mater turn the corner...                                                 MATER          Shopping? What do you mean? Why          would I ---                                 Mater turns the corner and enters a massive Les Halles-         inspired Parisian market filled with car parts. A tow truck's         dream.                                                 MATER          Dadgum.                                                 MERCHANTS          - Parts for sale, Monsieur!          - Monsieur! Parts for sale!          65.                                                         IN THE MARKET - MOMENTS LATER                                 Mater rolls along, impressed by the goods for sale.                                                 MATER          You gotta be kidding me - they've          got everything here. Look at them          hoods! I could use a hood.                                 Mater continues on though, heeding Finn's advice.                                                 MATER          Sorry fellers, I gotta go.                                 INT. ENCLOSED MARKETPLACE - DAY                                 Mater, now out of sight of Finn and Holley, passes a darkened         stall. He STOPS, peers in. There's someone in there.                                                 MATER          Excuse me. What are you selling?                                 It suddenly OPENS its headlights revealing... EYES!! In         French, the mutant car pitches his wares to Mater. Mater         FREAKS OUT, speeds off, TERRIFIED.                                 AROUND THE CORNER - FINN AND HOLLEY                                 A few car lengths ahead of Mater. They roll along, looking         for... Aha! Finn and Holley recede into the shadows.                                 In FINN'S SIDE MIRROR: TOMBER, a three-wheeled parts dealer,         argues with a French customer.                                                 FINN          There you are.                                 Mater suddenly turns the corner, sees Finn and Holley.                                                 MATER          Man, there are some great ---                                                 FINN          Mater, get back!                                 Too late. Tomber sees Mater, then notices FINN, reflected in         a hubcap. He BOLTS. Finn and Holley give chase.                                                 MATER          Hey, wait for me!                                 Tomber, skidding away, kicks a tent in Finn's way. Holley         quickly pivots RIGHT and disappears. Where did she go?          66.                                                         Finn, hot in pursuit, leaps another obstacle and loses ground                        TO ---                                 --- Tomber who turns a corner and finds himself grill to         grill with HOLLEY. He whips to the left but TURNS OVER,         rolling sideways and CRASHING to a stop.                                 Holley ZAPS him with ELECTROSHOCKERS. Finn suddenly arrives,         stops her.                                                 FINN                         (TO HOLLEY)          Have you lost your mind?!                                                 HOLLEY          But I thought ---                                                 FINN          Mater! This chap needs a tow. Hook          him up.                                                 MATER          Sure thing.                         CUT TO:                                 MOMENTS LATER - Mater tows Tomber, following Finn and Holley.                                                 TOMBER          You rusty piece of junk, get your          dirty hook off me!                                 INT. A SMALL GARAGE - MOMENTS LATER                                 Finn throws open a door. Cars scatter like cockroaches.                                                 FINN          (to the cars)          Allez! Maintenant - vite!                                 Mater unhooks an angry Tomber who spits in French. Finn pulls         the door down. As it LATCHES TIGHT ---                                                 TOMBER                         (TO FINN)          Electroshock! Are you kidding me??                                                 FINN          Easy, Tomber. This is her first          field assignment - she didn't know          you were my informant.                                                 HOLLEY          Informant?          67.                                                                         TOMBER          A rookie, eh? I never liked new car-          smell.                                 Holley FUMES with anger.                                                 FINN          Tomber was doing 20 to life in a          Moroccan impound the first time I          saved him, if I recall correctly.                                                 TOMBER          Speaking of recalls, you're getting          up there in mileage aren't you,          Finn?                                                 HOLLEY          Alright, we get it. You both know          each other, you're both old. So.                                 Holley shoots a HOLOGRAPHIC PHOTO of the engine in front of         Tomber.                                                 HOLLEY          There you go, informant. Inform us.                                 Tomber eyes the photo. He recoils, unimpressed.                                                 TOMBER          That is the worst motor ever made.                                 Suddenly, Tomber narrows his gaze.                                                 TOMBER          Wait. That oil filter... those          wheel bearings.                                                 FINN          Do those parts look familiar,          Tomber?                                                 TOMBER          They should. I sold them.                                                 HOLLEY          To whom?                                                 TOMBER          No idea. He's my best customer, but          he always does his business over          the phone. I was always wondering          why he needs so many parts. Now I          know.          68.                                                                         MATER          Well, a lemon needs parts. Ain't          nothing truer than that.                                                 FINN          "Lemon?"                                                 MATER          Yeah, you know. Cars that don't          ever work right. Lemons is a tow          truck's bread and butter. Like them          Gremlins and Pacers we run into at          the party and the race and the          airport.                                                 FINN          Holley, pull up the pictures from          the oil platform. I want to know          what other type of cars were out          there.                                 Holley complies and suddenly PHOTOS OF CARS FROM THE OIL         PLATFORM hang suspended in the air in front of them.                                                 HOLLEY          Right. Let's see. There were Hugos.          And Trunkovs.                                                 FINN          Mater, are these cars considered          lemons?                                                 MATER          Is the Popemobile Catholic?                                                 HOLLEY          Finn. Everyone involved in this          plot is one of history's biggest          loser cars.                                 Holley refers to the ENGINE PHOTO, which now rises forward as         the prominent picture, perhaps the only one in view.                                                 FINN          And they're all taking their orders          from the car behind this engine.                                                 TOMBER          This explains it!                                                 FINN          What, Tomber?          69.                                                                         TOMBER          Gremlin, Pacer, Hugo and Trunkovs          never get together. But they're          having a secret meeting in two          days.                                                 FINN          Where's this meeting taking place?                                                 TOMBER          Porto Corsa, Italy.                                                 MATER          That's where the next race is!                                                 FINN          Then there's a good chance our          mystery engine will be there too.                                                 TOMBER          Your chances are more than good. I          just sent him a new clutch assembly          yesterday... to Porto Corsa.                                                 FINN          Holley, contact Stephenson and have          him meet us at Gare de Lyon. Good          work.                                 EXT. FRENCH ALPS - NIGHT                                 STEPHENSON, a THREE-CAR LUXURY BULLET TRAIN speeds along a         snow-covered mountain in the dead of night, its halogen         headlight cutting through the darkness. It DIPS into a                        TUNNEL ---                                  MATER (O.S.)          Boy, I'll tell you what. That three-          wheeled feller had to be right          about a big meeting.                                 INT. SPY CAR - MOVING - NIGHT                                 Mater, Finn and Holley scroll through surveillance-style         photos of TRAFFIC on an Italian street. They're in the front         train car, which doubles as a luxury seating area and         intelligence command center.                                                 MATER          You never see this many lemons in          one town. Unless there's a swap          meet, or something.                         (TO HOLLEY)                         (MORE)          70.                                                 MATER (CONT'D)          Hey, how'd you get all them          pictures?                                                 HOLLEY          Well, I remotely reprogrammed Porto          Corsa's red light cameras to do          recognition scans.                                                 MATER          Wow, not only is you the prettiest          car I ever met, but you the          smartest too.                                                 HOLLEY          Thank you. I think.                                                 MATER          That's a familiar sight.                                 Mater refers to a photo of VICTOR HUGO, the HUGO Lemonhead,         being towed by an EASTERN EUROPEAN TOW TRUCK.                                                 MATER          A Hugo being towed. But he looks          absolutely perfect.                                                 FINN          Of course. They must be the heads          of the lemon families.                                                 MATER          Makes sense. If I was rich and          broke down every day, I'd hire me          to tow me around all the time too.                                                 FINN          We've got to infiltrate that          meeting. It's the only way to find          out who's behind all this.                                                 HOLLEY                         (EYEING MATER)          Hang on a minute.                                                 MATER          What?                                                 HOLLEY          Hold still.                                 Holley SNAPS Mater's picture, temporarily blinding him.                                                 MATER          Ahh!          71.                                                         Holley turns back to her monitor. Mater's face appears on         screen. She quickly GRAFTS it over the Hugo's tow truck's.                                                 FINN          Good job, Miss Shiftwell.                                 Holley isn't sure what surprises her more: the compliment or         how pleased it makes her.                                                 HOLLEY          Thank you, Finn.                                                 MATER          Boy, I sure wish my friends could          see me now.                                 EXT. SMALL TOWN - ITALY - OUTSIDE PORTO CORSA - DAY                                 A quaint Italian piazza. A pristine MASERATI FOUNTAIN,         complete with ancient trident, looms in our view.                                 Luigi and Guido roll into view.                                                 LUIGI          Guido, your eyes do not deceive          you. We are in Italy. We are home!                                 Sarge, Fillmore and McQueen exit a WGP transport truck.                                                 FILLMORE          Hey, Luigi. Which way to the hotel,          man?                                                 LUIGI          What? No friends of mine will stay          in a hotel in my village. You will          stay with my --- Uncle Topolino!                                 UNCLE TOPOLINO, a distinguished 1937 Fiat Topolino, rolls         forward. He greets them warmly with affectionate Italian         salutations as word of Guido and Luigi's arrival spreads. The         square FILLS with family and friends.                                 EXT. PIAZZA - DUSK                                 A festive homecoming party. Lights strung across the square.         Music and dancing. Fillmore and Sarge are at a dining table.                                                 SARGE          How do they do it? These are the          same ingredients as back home, but          it tastes so good.          72.                                                                         FILLMORE          It's organic, man.                                                 SARGE          Tree hugger.                                 LIGHTNING MCQUEEN rolls along the periphery of the square,         seems lost in thought.                                  UNCLE TOPOLINO (O.S.)          Race car.                                 Uncle Topolino beckons McQueen over.                                                 UNCLE TOPOLINO          You look so down, so low. Is like          you have flat tires.                                 MAMA TOPOLINO, a hefty Italian grandmother pipes up, a mile a         minute then drives off, now a car on a mission.                                                 UNCLE TOPOLINO          She said you look like you're          starving. That she's going to make          you a big meal, and fatten you up.                                                 MCQUEEN          No, Mama Topolino, please. You          don't need to make a fuss!                                 Too late. She's disappeared inside her kitchen.                                                 UNCLE TOPOLINO          Capisco. I understand. Is a          problem, yes? Between you and a          friend?                                                 MCQUEEN          How'd you know that?                                                 UNCLE TOPOLINO          A wise car hears one word and          understands two.                                 McQueen takes this in, impressed.                                                 UNCLE TOPOLINO          That, and Luigi told me. While Mama          cooks, come and take a stroll with          me.                                 They amble forward, Uncle Topolino setting the pace.          73.                                                                         MCQUEEN          I brought my friend Mater along on          the trip. And I told him he needed          to act different, that we weren't          in Radiator Springs.                                                 UNCLE TOPOLINO          This Mater. He's a close friend?                                                 MCQUEEN          He's my best friend.                                                 UNCLE TOPOLINO          Then why would you ask him to be          someone else?                                 McQueen considers this - a realization.                                                 MCQUEEN          What did I do? I said some things          during our fight...                                                 UNCLE TOPOLINO          You know, back when Guido and Luigi          used to work for me, they would          fight over everything.                                 IN THE SQUARE - Guido dances with a girl. Luigi suddenly CUTS         IN. They begin to ARGUE.                                                 UNCLE TOPOLINO          They fight over what Ferrari was          the best Ferrari; which one of          them look more like a Ferrari...          There were even some non-Ferrari          fights.                                 Guido now LIFTS Luigi, cuts BACK in.                                                 UNCLE TOPOLINO          So I tell them, va bene. It's okay          to fight. Everybody fights now and          then, especially best friends.                                 McQueen takes this in. Seems to take some small comfort.                                                 UNCLE TOPOLINO          But you gotta make up fast.                                 McQueen's comfort quickly evaporates.                                                 UNCLE TOPOLINO          No fight more important than          friendship.          74.                                                         Guido and Luigi now dance together with the girl and her         friend who has just arrived. All having a great time. They         dance past us, crossing in front of MCQUEEN AND UNCLE         TOPOLINO. We STAY WITH them.                                                 UNCLE TOPOLINO          Chi trova un'amico, trova un          tesoro.                                                 MCQUEEN          What does that mean?                                                 MAMA TOPOLINO                         (ARRIVING)          Whoever find a friend, find a          treasure.                                 Mama Topolino drops a tray of food in front of McQueen.                                                 MAMA TOPOLINO          Now, mangia! Eat!                                 ON MCQUEEN, distant, taking all of this in, lost in thought         as, in the background, Uncle Topolino and Mama Topolino talk,         then argue, then make up (all in Italian) all while we stay         on McQueen's pensive face ---                                 INT. TRAIN TUNNEL - LATER                                 Stephenson glides along, all business.                                                 STEPHENSON          Finn, one hour to Porto Corsa.                                 INT. TRAIN - MOVING - LATER                                                 FINN          Thank you, Stephenson.                                 Finn watches as HOLLEY attaches a new EMERGENCY LIGHT on         Mater's roof. It looks exactly like his old one.                                                 HOLLEY          That should just about do it.                                                 FINN          Perfect.                                                 HOLLEY          So Mater, it's voice-activated. But          you know, everything's voice-          activated these days.          75.                                                                         MATER          What? I thought you was supposed to          be making me a disguise.                                                 MATER'S COMPUTER          Voice recognized. Disguise Program          Initiated.                                 ZWWWWAT! A HOLOGRAPHIC disguise suddenly umbrellas out,         emitted from Mater's roof. It drops a clean cloaking image of         the EASTERN EUROPEAN TOW TRUCK over Mater.                                                 MATER          Cool! Hey, computer. Make me a          German truck!                                                 MATER'S COMPUTER          Request acknowledged.                                 ZWATTTT! Mater suddenly wears lederhosen and a German hat.                                                 MATER          Check it out. I'm wearing          Materhosen. Make me a monster          truck!                                                 MATER'S COMPUTER          Request acknowledged.                                 He's transformed into Dracula, complete with fangs.                                                 MATER                         (ALA DRACULA)          I vant to siphon your gas. Now make          me a taco truck!                                                 MATER'S COMPUTER          Request acknowledged.                                                 MATER          A funny car!                                                 MATER'S COMPUTER          Request acknowledged.                                 Finn suddenly pushes a button, stops the madness.                                                 FINN          The idea is to keep a low profile,          Mater.                                 Mater, chastened, moves on.          76.                                                                         MATER          So I just go in, pretend to be this          truck.                                                 FINN          And leave the rest to us.                                                 HOLLEY          Now hold still.                                 Holley turns back to her work. The disguise's cloaking is         larger than Mater. As a result, Holley must dial it back to         fit his body. As she carefully calibrates the hologram:                                                 HOLLEY          I have to do the final fitting on          your disguise.                                 Holley STOPS. The 3D disguise is now flush with his frame,         but dents SHOW THROUGH.                                                 HOLLEY          Oh dear. That's no good.                                 She deploys A BONDO SPRAYER on a robotic arm, moves it toward         one of Mater's DENTS. Mater pulls away.                                                 MATER          Hey, what are you doing?                                                 HOLLEY          The disguise won't calibrate          effectively without a smooth          surface to graft onto.                                                 MATER          Oh. For a second there I thought          you was trying to fix my dents.                                                 HOLLEY          I was.                                                 MATER          Well then no thank you. I don't get          them dents buffed, pulled, filled          or painted by nobody. They're way          too valuable.                                                 HOLLEY          Your dents are valuable?                                                 MATER          I come by each one of them with my          best friend Lightning McQueen.                         (MORE)          77.                                                 MATER (CONT'D)          I don't fix these. I want to          remember these dents forever.                                                 HOLLEY          So you were being serious in Paris?          McQueen isn't just part of your          cover?                                                 FINN          Friendships can be dangerous in our          line of work, Mater.                                                 MATER          But my line of work is towing and          salvage.                                                 FINN          Right. And Miss Shiftwell's is          designing iPhone apps.                                                 MATER          No, I meant for real. I ---                                                 HOLLEY          It's okay. Say no more. I'll work          around the dent.                                                 FINN          In the meantime...                                 Finn hits a button. The walls transform into a MASSIVE         WEAPONS CACHE.                                                 FINN          You look a little light on weapons.                                 Off Mater's RXN ---                                 EXT. ALPS - DAWN                                 --- STEPHENSON EMERGES LOUDLY from a tunnel. He powers         forward, starts his descent into Italy ---                                  BRENT MUSTANGBURGER (V.O.)          You are looking live at beautiful          Porto Corsa, Italy, on the Italian          Riviera. What a magnificent setting          for the second race of the World          Grand Prix.                                 EXT. PORTO CORSA, ITALY - DAY                                 Over sweeping helicopter BEAUTY SHOTS:          78.                                                          DAVID HOBBSCAP (V.O.)          Well Brent, they call this place          "The Gem of the Riviera," and it's          easy to see why.                                 A local fishing boat chugs through an idyllic waterway,         beneath bridges that connect hillside villas.                                  DAVID HOBBSCAP (V.O.)          With its secluded beaches and          opulent casinos, Porto Corsa truly          is a playground for the wealthy.                                 A long line of RICH-LOOKING YACHTS in the harbor.                                  DAVID HOBBSCAP (V.O.)          And everyone who's anyone is here          today.                                 Rich SPORTS CARS drive past pricey shops.                                  DAVID HOBBSCAP (V.O.)          From the ultra-rich and super-          famous, to world leaders and          important dignitaries.                                 THE POPEMOBILE, visible in a crowd, drives through town.                                  DARRELL CARTRIP (V.O.)          You aren't kidding, David. You          can't do a three-point turn around          here without bumping into some          celebrity!                                 HELICOPTER SHOT of the Casino.                                  BRENT MUSTANGBURGER (V.O.)          Welcome everyone to the second race          of the World Grand Prix!                         CUT TO:                                 MUSTANGBURGER, HOBBSCAP and CARTRIP in the control booth.                                                 BRENT MUSTANGBURGER          The big news continues to be          Allinol. Sir Miles Axlerod spoke to          the press earlier today to answer          questions about its safety.                                 FOOTAGE OF THE PRESS CONFERENCE - Miles Axlerod, at a podium,         addresses the press throng. He looks a bit exasperated.          79.                                                                         MILES AXLEROD          An independent panel of scientists          has determined that Allinol is          completely safe. Okay? Safe! There          it is.                                                 BRENT MUSTANGBURGER          So the race will go on, folks.                                 RACE GRAPHICS show Francesco with 10 points at the top of the         race standings.                                                 DARRELL CARTRIP          But the question everyone is          asking: Will the real Lightning          McQueen show up today?                                 ON THE TRACK - As the racers begin to get into position on         the grid.                                  BRENT MUSTANGBURGER (V.O.)          Well, he better. Talk about a home-          track advantage. Francesco          Bernoulli grew up racing on this          course.                                  ITALIAN TRACK ANNOUNCER (V.O.)          Signore e signori, in the pole          position, numero uno...                                 The crowd is cheering already, knows who this is.                                  ITALIAN TRACK ANNOUNCER (V.O.)          ... Francescoooooo!                                 The Italian crowd roars and chants for their hometown hero.                                                 FRANCESCO          (to the crowd)          Bellissima! Thank you for your          support.                         (TO MCQUEEN)          And your big mistake, McQueen!                                 McQueen missed this comment. He approaches his grid position,         lost in thought.                                  ITALIAN TRACK ANNOUNCER (V.O.)          In the secondo position. Numero          novantacinque. Lightning McQueen!                                 Cheers (not so thunderous, obviously) from the crowd. McQueen         doesn't seem to notice.          80.                                                         IN MCQUEEN'S PIT - His team exchanges looks, worried.                                                 LUIGI          McQueen? Is everything okay?                                                 FILLMORE          If you're worried about your fuel,          man, don't. It's perfectly safe.                                 BACK ON THE STARTING GRID                                                 MCQUEEN          No, guys, I just really wish Mater          were here.                                  FRANCESCO (O.S.)          Francesco understands, McQueen.                                 Francesco parks next to him, grinning.                                                 MCQUEEN          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.                                                 MCQUEEN          I think you forgot the insulting          part of that insult.                                                 FRANCESCO          Is no insult. When Francesco is          away from home, he misses his mama          just like you miss your tow truck          amico.                                                 MCQUEEN          Gee, I maybe misjudged you, because          that's exactly how I ---                                                 FRANCESCO          Of course, I am at home. And my          mama is right here.                                 Francesco refers to his MAMA who sits in a special box in the         crowd, cheering him on, blowing him kisses.                                                 FRANCESCO                         (YELLS)          Mama! Don't worry, Mama!                         (MORE)          81.                                                 FRANCESCO (CONT'D)          McQueen is very sad! I will beat          his cry-baby bottom today!                                                 MCQUEEN          And there's the insult we were          missing. Grazie!                                 THE LIGHTS - CLICK FROM RED TO GREEN ---                                 THE RACERS TAKE OFF!                                 EXT. PORTO CORSA - DAY                                 SHOTS of the racers making the first few turns through the         city streets. We PAN to the CASINO DI PORTO CORSA. The Beaux         Arts-style architecture towers atop a hill, overlooks the         course.                                 EXT. THE CASINO - MOMENTS LATER                                 A group of thuggish HUGOS - ugly Eastern European cars - wait         impatiently at the front. A LIMOUSINE-STYLE car carrier rolls         up to the roundabout.                                 An esteemed, elderly GREMLIN rolls past with a group of         GREMLIN THUGS who usher him into the casino.                                                 ALEXANDER HUGO          Gremlins. Man, those are some ugly          cars. Look like someone stole their          trunks.                                 The THUGS all SNICKER.                                                 HOLLEY          Scusatemi, tutti! Signori!                                 Holley arrives, sporting a decent Italian accent.                                                 HOLLEY          Mio nonno, my grandfather, has          broken down. If one of you would          help I would be so thankful.                                 IVAN, AN EASTERN EUROPEAN TOW TRUCK (the one Holley and Finn         prepped Mater to impersonate), drives forward.                                  IVAN THE TOW TRUCK          Sounds like you need some "roadside          assistance".                                                 ANOTHER HUGO          She was talking to me, Ivan.          82.                                                          IVAN THE TOW TRUCK          Oh really? Prove it.                                                 HOLLEY          No, no, don't fight over me.                                 Holley directs her interest toward Ivan.                                                 HOLLEY          Signore Tow Truck, per favore?                         CUT TO:                                 MATER - He watches this from a safe hiding spot around a         corner.                                  FINN (V.O.)          Get ready, Mater.                         CUT TO:                                 FINN, at an outdoor cafe on the casino grounds.                                                 FINN          You're on any moment now.          CUT BACK TO:                                 MATER, now looking a bit nervous. He backs out of sight.                                                 MATER          I don't know about this, Finn.          What if I screw things up?                                  FINN (OVER RADIO)          Impossible. Just apply the same          level of dedication you've been          using to play the "idiot tow truck"          and you'll be fine.                                                 MATER          It's just that them guys look          pretty tough and --- Wait, did you          say "idiot"? Is that how you see          me?                                  FINN (OVER RADIO)          That's how everyone sees you. Isn't          that the idea? I tell you, that's          the genius of it. No one realizes          they're being fooled because          they're too busy laughing at the          fool. Brilliant.                                 While Finn talks, Mater takes this in. He catches his own         reflection in a nearby window. Seems to be seeing himself         with new eyes.          83.                                                         ZZZZATTT! Mater jumps at the sound, turns in time to see Ivan         SHOCKED UNCONSCIOUS by Holley's ZAPPERS.                                                 HOLLEY          Why aren't you in disguise?                                                 MATER          I, uh---                                                 HOLLEY          Come on, there's no time. Go!                                                 MATER          Okay, okay. Computer: disguise.                                                 MATER'S COMPUTER          Request acknowledged.                                 EXT. AROUND THE NEXT CORNER - CONTINUOUS                                 Mater, now disguised as Ivan the Tow Truck, approaches the         Hugos. Another LIMO CAR CARRIER arrives.                                                 ALEXANDER HUGO          It's the boss! He is coming!                                 The carrier parks and the back opens. VICTOR HUGO waits.                                                 VICTOR HUGO          Ivan!                                 Mater realizes Victor is talking to him. He hops to it.                                                 VICTOR HUGO          Ivan, why do you insult me so by          making me wait?                                 Mater, now with Victor hooked, tows him in the front doors of         the casino.                                 ON FINN - now joined in the cafe by Holley who monitors         everything and SEES EVERYTHING MATER SEES on her display.                                                 HOLLEY          He's in.                                 EXT. RACE COURSE - PORTO CORSA - DAY                                 McQueen and Francesco battle for first place ---                                  BRENT MUSTANGBURGER (V.O.)          The racers are now making their way          around the hairpin, and headed          downhill toward the casino bridge.          84.                                                         INT. CASINO - DAY                                 Cars play craps with FUZZY DICE; slot machines with odometers         for jackpot numbers; cigarette girls sell car items.                                  CIGARETTE GIRL CAR          Air Freshener, antenna balls,          sparkplugs...                                 ON MATER - He tows VICTOR. They are flanked on all four         corners by Hugo thugs, ala a presidential motorcade. The         largess of the interior design seems to finally snap Mater         out of his funk.                                                 MATER                         (WIDE-EYED)          Wow, this place looks like it's          made out of gold.                                 The Hugos on either side of Mater exchange a look.                                  HOLLEY (OVER RADIO)          That's because it is, Mater. Now,          be careful what you say.                                                 MATER          Why is that? What do you mean don't          talk to you?          (more talking from Holley          which we cannot hear)          So you want me to stop talking to          you. Right now?                                                 ALEXANDER HUGO          You are acting strange today, Ivan.                                                 MATER          I have no idea what you're talking          about...                                 MATER'S P.O.V. - A digital readout isolates the Hugo and         starts to scroll reams of information alongside.                                                 MATER          ...Alexander Hugo, aka "Chop Shop          Alex."                                 IN A WIDER SHOT we realize this display is invisible to all         but Mater. Some of Alex's other alias' include "Alexander Hu-         Don't Go" and "Alexander the Not-So Great."          85.                                                                         MATER          Hey, you got a lot of aka's, Alex.          But I guess that makes sense          seeings how you's wanted in France,          Germany, the Czech Republic...                                                 HOLLEY          (cutting in to his                         DISPLAY)          Mater! Stop it!                                 Alexander Hugo, unaware of Holley's interruption, whispers to         Mater as they turn a corner.                                                 ALEXANDER HUGO          Okay, okay. Keep your voice down.          You're gonna make me arrested.          (to the other Hugos)          Don't mess with Ivan today. He's in          a bad mood.                                 EXT. CASINO - DAY                                 Holley, hearing this, can't believe it.                                                 FINN          He's so good.                                 INT. CASINO - DAY                                 Mater tows Victor inside a private room, where inside are the         WORLD'S WORST CARS including VLADMIR TRUNKOV, TUBBS PACER and         J. CURBY GREMLIN.                                                 VLADIMIR TRUNKOV          Victor!                                                 TUBBS PACER          Hey, Victor!                                  J. CURBY GREMLIN          There you are.                                                 VLADIMIR TRUNKOV          Come in, come in.                                  J. CURBY GREMLIN          Victor Hugo. I'm J. Curby Gremlin,          from Detroit. It's good to see you.          Now we can start.                                                 VICTOR HUGO          Is the big boss here yet?          86.                                                                         VLADIMIR TRUNKOV          No, not yet.                                                 TUBBS PACER          He's supposed to be here any          minute.                                 WHAM! A DOOR is thrown open O.S. Everyone turns, now silent.                                 ON THE DOOR - It sits open. No one enters.                                 The room of Lemons watch, nervous.                                 ON MATER - Nervously watching too.                                 EXT. CASINO - CONTINUOUS                                                 FINN          Here we go.                                 INT. PRIVATE ROOM - CASINO - CONTINUOUS                                 A car finally appears. It's Zundapp.                                                 PROFESSOR ZUNDAPP          Guten Tag!                                 Everyone looks disappointed.                                                 TUBBS PACER          It's just the Professor.                                                 VICTOR HUGO          Zundapp, when is he coming?                                                 PROFESSOR ZUNDAPP          He's already here.                                 MONITORS descend from the ceiling. On them, an image of AN         ENGINE - the same bloody engine from the photo. But this is a         LIVE image. The car is being worked on.                                                 VOICE          Welcome, everyone.                                 The VOICE is garbled, scrambled. No way to determine who.                                                 ENGINE VOICE          I wish I could be with you on this          very special day but... my clutch          assembly broke. You know how it is.                                 The Lemons all nod in understanding.          87.                                                                         TUBBS PACER          Been there.                                  J. CURBY GREMLIN          Forget about it.                                                 VLADIMIR TRUNKOV          We know how you feel.                                 EXT. CASINO                                                 FINN          Descramble that voice!                                                 HOLLEY          (already on it)          I'm trying... It's too          sophisticated!                                 INT. PRIVATE ROOM - CASINO - CONTINUOUS                                                 ENGINE VOICE          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...                                 On VICTOR HUGO.                                                 ENGINE VOICE          Jalopy. Rustbucket.                                 On TUBBS PACER.                                                 ENGINE VOICE          Heap. Clunker.                                 On J. CURBY GREMLIN:                                                 ENGINE VOICE          Junker, beater, wreck.                                 On ZUNDAPP.                                                 ENGINE VOICE          Rattletrap.                                 And finally back on the monitor. The ENGINE.          88.                                                                         ENGINE VOICE          Lemon. But their insults just give          us strength. Because today, my          friends...                                 The monitors switch to LIVE RACE FOOTAGE.                                                 ENGINE VOICE          ...that all ends.                                 On the VIDEO SCREENS - CARLA VELOSO'S ENGINE BLOWS ---                                 EXT. RACE COURSE - CONTINUOUS                                 Veloso swerves, attempts to mitigate a crash ---                                  DARRELL CARTRIP (V.O.)          There's smoke! On the casino          bridge!                                  DAVID HOBBSCAP (V.O.)          Oh no.                                  BRENT MUSTANGBURGER (V.O.)          It's Carla Veloso, the Brazilian          race car.                                 She skids into a wall, hard.                                 EXT. CASINO - CONTINUOUS                                                 FINN          What just happened?                                                 HOLLEY          (analyzing the data)          I'm working on it.                                 INT. PRIVATE ROOM - CASINO - CONTINUOUS                                 The lemons are CHEERING. Mater is freaked out.                                                 ENGINE VOICE          They laughed at us. But now it's          our turn to laugh back.                                 BOOM! Another racer blows an engine. Mater JUMPS again.                                 EXT. RACE COURSE - SAME                                 As the racer smashes into the railing ---          89.                                                          DAVID HOBBSCAP (V.O.)          Another crash! It's number nine,          Nigel Gearsley.                                  ENGINE VOICE (V.O.)          Embrace your inner lemon! Let it          drive you!                                 EXT. CASINO                                                 FINN          Holley?                                                 HOLLEY          I'm detecting an extremely strong          electromagnetic pulse.                                 Holley replays that last crash. The OUTLINE OF THE BEAM is         seen hitting the racer. Holley TRACES THIS to its source ---                                 --- a WGP CAMERA, which Grem and Acer have pointed at the         racers from a tower position.                                                 HOLLEY          Finn, it's the camera!                                                 FINN          Where?                                                 HOLLEY          On the tower.                                 Finn TAKES OFF, speeding toward Grem and Acer ---                                  ENGINE VOICE (V.O.)          This was meant to be alternative          fuel's greatest moment.                                 EXT. GRANDSTANDS - RACE COURSE - CONTINUOUS                                 Angry fans knock over cans of Allinol. One drives over an         Allinol sign. They're fed up with it.                                  ENGINE VOICE (V.O.)          After today everyone will race back          to gasoline.                                 We RACK FOCUS to reveal another fan as he RIPS an Allinol         banner down angrily.                                 INT. PRIVATE ROOM - CASINO - CONTINUOUS                                 The video screens are now filled with ONE IMAGE - of the OIL         PLATFORMS in the Pacific from the beginning of the movie.          90.                                                                         ENGINE VOICE          And we, the owners of the world's          largest untapped oil reserve, will          become the most powerful cars in          the world!                                 EXT. STREETS OF PORTO CORSA - CONTINUOUS                                 Finn ducks, weaves, speeds, and pushes his way through                        BYSTANDERS ---                                                 FINN          Get out of the way! Andate!                                 He speeds furiously through town.                                 EXT. RACE COURSE - PORTO CORSA - CONTINUOUS                                 McQueen and Francesco FLY PAST US.                                 INT. PRIVATE ROOM - CASINO                                                 ENGINE VOICE          They will come to us and they will          have no choice, `cause they will          need us.                                 ON FINN - He SPEEDS up a road, Grem and Acer visible ahead of         him. He LEAPS over the crevasse toward the AMC cousins ---                                 Suddenly, FINN FREEZES. He's immobilized in mid-air!                                 He looks up. A CHOPPER with a LARGE MAGNET hovers over him.                                                 ACER                         (TO FINN)          We figured you might stop by.                                  ENGINE VOICE (V.O.)          And they will finally respect us.          So hold your hoods high. After          today you will never again be          ashamed of who you are!                                 Grem and Acer turn back to the camera. They line up Shu         Todoroki, who's a bit further along now.                                                 FINN          No!                                 INT. PRIVATE ROOM - CASINO - CONTINUOUS                                                 ENGINE VOICE          Long live Lemons!          91.                                                         EXT. RACE COURSE                                 Grem ZAPS THE RACER.                                 Flames burst from Todoroki. He loses control.                                  BRENT MUSTANGBURGER (V.O.)          Number seven is loose! Shu          Todoroki!                                 Shu takes down three more cars with him and others follow         suit. It's a nightmare pileup.                                 EXT. CASINO - SAME                                 Holley sees Finn being flown away by the chopper.                                                 HOLLEY          Finn.                                 EXT. FINISH LINE - PORTO CORSA - CONTINUOUS                                  BRENT MUSTANGBURGER (V.O.)          Bumper to bumper as they approach          the finish line.                                 McQueen NOSES out Francesco for a win, both oblivious to         what's just happened.                                  BRENT MUSTANGBURGER (V.O.)          McQueen's the winner, Francesco's          second. And they have no idea what          happened behind them.                                                 MCQUEEN          Yeah!                                                 FRANCESCO          Dah! This is impossible!                                                 MCQUEEN          That's what I'm talking about.          Kachow! Hey, where are all the          other cars?                                                 FRANCESCO          What is going on?                                 They see the pile-up from an overhead monitor. Sirens blare         as a MEDIC CHOPPER flies to the scene of the pile-up.          92.                                                                         MCQUEEN                         (REALIZES)          Oh no.                         CUT TO:                                 MILES AXLEROD - LATER. He's near the casino. He's completely         surrounded, 360 degrees, by press. He's drowned out by a         blizzard of questions.                                                 BRENT MUSTANGBURGER          Sir Axlerod! Is the final race in          London still going to take place?                                 PULL BACK to reveal we are watching this on monitors in the         PRIVATE CASINO ROOM with the Lemonheads, Zundapp and Mater.                                  MILES AXLEROD (ON TV)          I suppose that... Look, "the show          must go on" as they say. But now is          not the time to talk about...                                  J. CURBY GREMLIN          I can't believe this is really          happening.                                                 VLADIMIR TRUNKOV          Shh, quiet!                                  BRENT MUSTANGBURGER (ON TV)          And Allinol? Will you require all          the racers to still run on Allinol?                                                 VLADIMIR TRUNKOV          Here it comes.                                 On Miles Axlerod: He's devastated.                                  MILES AXLEROD (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.                                 WILD WHOOPING CHEERS fill the room. Lemonade corks are         popped.                                  BRENT MUSTANGBURGER (ON TV)          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.          93.                                                                         PROFESSOR ZUNDAPP          A toast! To the death of Allinol          and alternative fuel forever!                                 EXT. CASINO - CONTINUOUS                                 Holley is already on the run. Speeding away.                                                 HOLLEY          Mater. Abort the mission. They've          got Finn. Get out of there. Get out          of there right now!                                 She turns a corner and STOPS.                                 Her escape is now blocked by the same HUGO THUGS she tricked         before. Another vehicle appears BEHIND HER, LOOMS.                                  IVAN THE TOW TRUCK          How is your grandfather?                                 INT. PRIVATE ROOM - CASINO - CONTINUOUS                                 The Lemonheads celebrate, chant "Long live lemons!" Mater,         scared, turns to leave. He's stopped by ALEXANDER HUGO.                                                 ALEXANDER HUGO          Isn't this a great party, Ivan?                                                 MATER          Oh yeah, it's unbelievable.                                                 ALEXANDER HUGO          You are not leaving, are you?                                                 MATER          Uh, of course I ain't leavin'.                                  MCQUEEN (O.S.)          I'm just in shock like everybody...                                                 MATER          McQueen?                                 He turns, sees that McQueen is being interviewed on the         monitors.                                  MCQUEEN (ON TV)          Crashes are part of racing, I know.          But something like that shouldn't          ever happen.          94.                                                          DARRELL CARTRIP (ON TV)          They're letting you choose your          fuel for the final race. Do you          have any idea what it's going to          be?                                  MCQUEEN (ON TV)          Allinol.                                 The excitement suddenly DRAINS from the room.                                                 LEMONHEADS          - What?! - Did he just say          Allinol? After today?                                  MCQUEEN (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.                                 On Mater. He takes this in.                                  BRENT MUSTANGBURGER (ON TV)          So a surprising revelation from          Lightning McQueen...                                 Zundapp is already on the phone with their Big Boss who,         based on his angry O.S. voice, sounds ticked off.                                                 PROFESSOR ZUNDAPP          Yes, sir. Of course.                                 Zundapp hangs up, turns to the room.                                                 PROFESSOR ZUNDAPP          Allinol must be finished for good.          McQueen cannot win the last race.          Lightning McQueen must be killed.                                 Mater's eyes open wide.                                                 MATER          No!                                 Mater backs up, KNOCKING his emergency light against one of         the monitors. ZZZZZAT! His holographic disguise flickers away         then quickly SCROLLS THROUGH all of his previous disguises,         finally revealing rusty old Mater.                                                 PROFESSOR ZUNDAPP          It's the American spy!          95.                                                         The thugs DRAW TERRIFYING WEAPONS.                                                 MATER          Dadgum.                                                 MATER'S COMPUTER          "Gatling gun" request acknowledged.                                 WHIRRRRR! GUNS roll out of Mater on each side.                                                 MATER          Shoot. I didn't mean ---                                                 MATER'S COMPUTER          Request acknowledged.                                 Mater SPRAYS BULLETS into the crowd.                                                 VLADIMIR TRUNKOV          Get down!                                                 MATER          Whoa!!                                 The Lemons and Lemonheads hit the deck and RETURN FIRE ---                                 Mater is THROWN BACKWARD by the force of the guns, back         through some double doors and onto a BALCONY.                                                 MATER          Wait wait! I didn't mean that kind          of shoot!                                                 MATER'S COMPUTER          Correction acknowledged. Deploying          chute.                                 WHOOM! A PARACHUTE BURSTS out of the back of Mater, he         catches air and is YANKED INTO THE SKY!                                 The Lemonheads watch him float away, amazed.                                 ON MATER, out of the frying pan but still toasty. He looks         around, notices:                                 LIGHTNING MCQUEEN, far away, leaving the press podium.                                                 MATER          McQueen!                                 Mater looks down at the harbor, over which he flies. He spots         a MOTORBOAT. Mater WHIPS his hook down, steals a ride behind         the boat TOWARD MCQUEEN.          96.                                                                         ITALIAN MOTORBOAT          Aspetti!                                 The motorboat isn't happy about this, tries to shake him.         Mater is THROWN INTO A "HOTEL" sign, then SMASHES down         through a Francesco souvenir stand. As he CRASHES onto the         ground hard, we SMASH CUT TO ---                                 EXT. SECURITY CHECKPOINT - WINNERS CIRCLE                                 --- a barricade. Separating the press from the public,         ITALIAN SECURITY TRUCKS stand guard.                                                 MATER          Lemme through! Lemme through!                                 MATER barrels around a corner. He's now covered in Francesco         memorabilia and palm leaves. The word `HOT' now dangles off         him like the world's biggest bling. He looks INSANE.                                                 MATER                         (TO SECURITY)          You gotta let me in! I gotta get          through to warn McQueen!                                 Security eyes one another. This is serious.                                                 ITALIAN SECURITY #1          You cannot come through here. Back          up, signore.                                                 ITALIAN SECURITY #2          (into a walkie-talkie)          We have a lunatic at Gate Nove.                                                 MATER          No, listen! I was disguised as a          tow truck to infiltrate this          Lemonhead meeting and my weapons          system misinterperated what I was                         SAYING ---                                                 ITALIAN SECURITY #2          I repeat. Lunatic at Gate Nove.                                 Mater spots McQueen far off in the distance.                                                 MATER          McQueen! McQueen!                                 JUST OFF THE PRESS STAGE - McQueen is led toward the exit.                                                 PRESS LIAISON          Right this way, signore.          97.                                                          MATER (O.S.)                         (DISTANT)          McQueen!                                                 MCQUEEN          Mater?                                 McQueen looks up but can only see A SEA OF VEHICLES,         flashbulbs, cameras, TV trucks with those tall satellite         antennae things that spindle toward the sky...                                 BACK AT THE SECURITY BARRICADE - Mater, like a nimble running         back, dances around to avoid capture by security.                                                 MATER          McQueen!                                                 ITALIAN SECURITY #1          Back up, sir. Stop moving! Stop!                                 Mater head fakes them and pushes through, into the crowd ---                                                 ITALIAN SECURITY #1          Oy! Stop! Ferma li!                                 IN THE CROWD - Mater shoves his way through. He's still far         in the back.                                                 MATER          McQueen!                                                ON MCQUEEN                                                 MCQUEEN          That really sounded like Mater.          Mater?                                                 PRESS LIAISON                         (TO MCQUEEN)          Signore...                                 ON MATER, getting CLOSER...                                                 MATER          McQueen, they're gonna kill you!!                                 ON MCQUEEN - Okay, he's positive that was his friend, but         where is he?                                                 MCQUEEN          Mater?!                                 McQueen spots a TOW HOOK, moving through the crowd toward         him, "Jaws"-like.          98.                                                                         MCQUEEN          Excuse me.                                 McQueen disappears into the press crowd.                                                 PRESS LIAISON          No, no, where are you going?          Please, Mr. McQueen!                                 McQueen pushes through the press.                                                 MCQUEEN          Scusi. Mater! Scusi...                                 McQueen tracks the tow hook, gets closer. He pushes through         the last few vehicles ---                                                 MCQUEEN          Mater, I'm so glad to see you. I'm          so sorr ---                                 It's NOT MATER. It's IVAN, the Hugo Thug's tow truck.                                  IVAN THE TOW TRUCK          Lightning McQueen! I am a huge fan.                                                 MCQUEEN                         (CONFUSED)          Oh, I'm sorry. I thought I heard---                                  IVAN THE TOW TRUCK          Yes, but that was me. I said, "You          killed out there today." You're          the best.                                                 MCQUEEN          What? Oh. I mean, thanks.                                                 PRESS LIAISON          Right this way, signore ---                                 Now the Press Liaison and his assistants are pushing McQueen         back in the other direction ---                                                 MCQUEEN          (as he's pulled away)          I really thought I heard my friend.                                 As he's pulled away, press and onlookers start to come         between him and Ivan, who hasn't moved.          99.                                                          IVAN THE TOW TRUCK                         (TO MCQUEEN)          In England you'll be finished. At          the finish line.                                 Ivan is now obscured again.                                                 MCQUEEN          Wait, what?                                 The ITALIAN PRESS being to swarm.                                                 PRESS LIAISON          Please, the world press is waiting.          You come with me, please.                                 McQueen is pulled back ---                                 EXT. STREET - PORTO CORSA - MOMENTS LATER                                 --- just as 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, spits out his TAPE.                                                 MATER          Let me go!                                                 PROFESSOR ZUNDAPP          You actually care about that race          car. A pity you didn't warn him in          time.                                 As the doors close on Mater --- PHHHHHSSSSSSTTTTTTT! A         thick, noxious gas starts to fill the truck.                                 On MATER as the knockout gas works its magic. HIS EYES CLOSE.                         CUT TO:                                 BLACK SCREEN.                                  MATER (V.O.)          Idiot? Is that how you see me?                                  FINN (V.O.)          That's how everyone sees you. I          tell you, that's the genius of it.                                 FADE IN on Mater, back at the Casino, eyeing his reflection         in the glass window. It's the same moment from before except         now we are watching it from a DETACHED, FLOATING PERSPECTIVE.          100.                                                          FINN (OVER RADIO)          No one realizes they're being          fooled because they're too busy          laughing at the fool.                                 - IN THE KABUKI THEATER IN JAPAN - Again, from before. Mater         makes a spectacle of himself, WHOOPING AND HOLLERING in the         stands with the face paint on.                                                 MATER          Domo arigato!                                 McQueen, Fillmore, Guido, Luigi, Sarge and patrons eye Mater,         embarrassed and angry.                                 - IN THE JAPANESE MUSEUM - The moment of Mater banging on the         Zen rock garden's glass. Except that now we see all sorts of         disappointed and eyebrow raising reactions.                                                 MATER          You done good! You got all the          leaves!                                                 JEFF GORVETTE          Check out that tow truck.                                                 LEWIS HAMILTON          I wonder who that guy's with?                                                 MCQUEEN                         (HUMILIATED)          Will you guys excuse me just for          one little second?                                 We now REVEAL that this FLOATING, THIRD PERSON PERSPECTIVE is         MATER. He's INSIDE his past, watching it from others' points         of view. He doesn't like what he sees.                                 - ON MATER, now at the sushi bar.                                                 MATER          Now that's a scoop of ice cream!                                 Mater swallows the wasabi with one big bite. He SCREAMS! The         sushi bar patrons blanch with revulsion at his wail.                                 - ON THE FOUNTAIN, as Mater peels into full view of everyone         else at the party. As Mater laps up water from a fountain:                                                 MCQUEEN                         (EMBARRASSED)          Mater?!          101.                                                         ALL THE RACERS, with FRANCESCO front and center, guffaw at         Mater.                                 - On MCQUEEN, now scolding Mater moments later.                                                 MATER          I never leak oil. Never.                                                 MCQUEEN          Mater, you have to get a hold of          yourself. You're making a scene!                                 - IN MCQUEEN'S PIT GARAGE, after the Japanese race.                                                 MATER          Wait a minute. I didn't screw you          up, did I?                                                 MCQUEEN          I lost the race because of you!                                                 MATER          Maybe if I talked to somebody, or---                                                 MCQUEEN          I don't need your help. I don't          want your help!                                 - Now BACK AT THE PARTY, a moment we didn't see before but         which presumably happened. Mater is BANGING a ceremonial         GONG, to the horror of Japanese guests.                                                 MATER          Bang a gong, get it on!                                 GONNNNNNG!!! ---                                 On the PARTYGOERS, RACE CARS, PARTY STAFF - they're all         laughing at Mater as McQueen's final words blend in, making a                        DISSATISFIED CACOPHONY                                                 MCQUEEN          Listen, this isn't Radiator          Springs. This is exactly why I          don't bring you along to these          things!                                 Off the GONG at the party ---                                 INT. BIG BENTLEY - DAY                                 --- to the GONG of a CLOCK.                                 CLOSE ON MATER as he OPENS HIS EYES.          102.                                                         All around him, all he sees are GIANT PIECES OF MECHANIZED         CLOCKWORK.                                 HOLLEY and FINN are here too, strapped bumper to bumper in         the divots of large clock movements.                                                 MATER          Holley! Finn! Where are we?                                                 FINN          We're in London, Mater. Inside Big          Bentley.                                 EXT. BIG BENTLEY - CONTINUOUS                                 The BIG HAND finishes ADVANCING one minute. It's 3 PM.                                 INT. BIG BENTLEY - CONTINUOUS                                 Suddenly Mater DROPS QUICKLY down toward ---                                 --- whirring, scary machinery.                                                 MATER          Woaaaah! ---                                 WHAP! The chain yanks to a STOP.                                 Mater, instead of being 30 feet from death, is now 20.                                 Finn and Holley are only a few clicks closer to being crushed         themselves. The clock ticks to 3:01.                                                 MATER          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          I'm not a spy!                                 This echoes throughout the clock.          103.                                                                         MATER          I've been trying to tell you that          the whole time. I really am just a          tow truck.                                 Finn and Holley take this in.                                                 HOLLEY          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                         (HOPEFUL)          He's still alive?                                 Acer whips a sheet away, revealing the WGP CAMERA, turns it         toward the clock face.                                                 ACER          Not for much longer.                                 He pushes the camera through an open small window, turns it         toward the course. Mater DROPS down again ---                                 FINN and HOLLEY CLICK FORWARD.                                 EXT. LONDON - DAY                                 Big Bentley's big hand CLICKS ahead another minute. But we're         a bit farther away from it than before.                                  SALLY (O.S.)          We came as soon as you called.          104.                                                         INT. MCQUEEN'S PIT - LONDON                                 Sally, flanked by Red, Flo and Ramone, are in front of ----                                 --- McQueen and the rest of the team.                                                 MCQUEEN          I called to talk to Mater. It never          occurred to me that he wouldn't be          there.                                                 RAMONE          Sheriff is talking to Scotland Yard          right now.                                                 FLO          And Sarge is in touch with his          friends in the British military.                                                 SALLY          You just need to focus on the race.                                                 MCQUEEN          I know, but Sal, with everything          going on I'm not sure I should---                                 A HORN O.S. Someone's entering the pit. Everyone parts,         revealing MILES AXLEROD.                                                 MCQUEEN          Sir Axlerod.                                                 MILES AXLEROD          I'm sorry to interrupt.                                                 MCQUEEN          No, no, it's all right.                                                 MILES AXLEROD          I just wanted to come down here and          personally thank you. Because after          Italy, I was finished. And then you          gave me one last shot.                                                 MCQUEEN          Listen, I ---                                                 MILES AXLEROD          And I probably shouldn't be saying          this at all but... I hope you win          today. Show the world that they've          been wrong about Allinol.                                 McQueen takes this in. He looks at Sally.          105.                                                                         SALLY          Mater would want you to race.                                                 MCQUEEN          All right. For Mater.                                 EXT. THE STARTING GRID - MOMENTS LATER                                 TIRES SQUEAL ---                                 MCQUEEN, FRANCESCO and the other racers PEEL OUT ---                                 We PAN UP to reveal the LEMONHEADS watching from a VIP box.                                 EXT. RACE COURSE - LONDON - DAY                                 McQueen leads Francesco as they approach Big Bentley...                                 INT. BIG BENTLEY - LONDON - CONTINUOUS                                                 GREM          Here he comes!                                 Grem turns up the juice to the HIGHEST, DEATH-INDUCING LEVEL.                                 Holley and Finn watch, helpless. Mater closes his eyes.                                 Grem ZAPS MCQUEEN.                                 EXT. RACE COURSE - LONDON                                 McQueen SPEEDS PAST Big Bentley, unharmed. Oblivious to what         was supposed to have just happened.                                 INT. BIG BENTLEY - LONDON                                 Zundapp suddenly SQUAWKS over the radio.                                  PROFESSOR ZUNDAPP (OVER RADIO)          What happened!?                                                 GREM          I don't know, Professor.                                                 ACER          What did you do?                                                 GREM                         (TO ACER)          I didn't do nothin'. Shh! I'm          talking to the Professor---                                 They're all talking at once and for a moment we cannot         understand what is being said.          106.                                                                         ACER          You broke it.                                                 GREM          Quiet!                         (INTO RADIO)          I understand, sir. Yes.                                 Grem hangs up.                                                 ACER          What'd he say?                                                 GREM          We go to the backup plan.                                                 MATER          Backup plan??                                                 GREM          We snuck a bomb in McQueen's pit!                                                 ACER          The next time he makes a stop,          instead of saying "ka-chow," he's          gonna go "ka-boom"!                                 They LAUGH. Mater shudders, upset.                                                 GREM          Don't feel bad, tow truck. You          couldn't have saved him.                                                 ACER          Oh, wait. You could have!                                 Grem and Acer laugh. As they board the elevator:                                                 MATER          Dadgum lemons.                                                 MATER'S COMPUTER          Request acknowledged.                                 Suddenly, Mater's GATLING GUNS rotate out again - a surprise         to Mater. But they SPIN IN PLACE, empty.                                 Grem and Acer just laugh more.                                                 GREM          What, you didn't think we'd take          your bullets?                                 Mater NOTICES SOMETHING.          107.                                                         CLOSE ON WHAT MATER SEES: A small piece of his ropes have         been shaved away by the Gatling.                                 He carefully rotates his guns BACK IN, pretending like he's         seen nothing.                                                 ACER          That's right! You got nothin'.                                                 GREM          (as the elevator descends)          Who's the lemon now, huh?                                 They're GONE.                                                 FINN          Nice try, Mater.                                                 MATER          Dadgum!                                                 MATER'S COMPUTER                         REQUEST ACK-                                 The guns ROTATE OUT AGAIN, SPIN. Mater watches as the         spinning barrels SLICE INTO the ropes, do some damage.                                                 MATER          Dadgum! Dadgum! Dadgum!                                 The COMPUTER responds with each "dadgum." The barrels         continue to SPIN, CUTTING THROUGH the ropes.                                                 MATER                         DADGUMDADGUMDADGUMDADGUM ---                                 PING! The ropes BREAK AWAY and Mater FALLS --- right toward         the whirring machinery!                                                 HOLLEY          Mater!                                 Mater QUICKLY WHIPS his tow cable around, hooks a pipe and         tosses himself to the ramp with a heavy THUD. He doesn't                        HESITATE:                                                 MATER          I gotta get you all out of there!                                                 FINN          There's no time. McQueen needs your          help, Mater.          108.                                                                         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.                                 EXT. BIG BENTLEY - LONDON                                 Mater SPEEDS out the front door, a bat out of hell ---                                 INT. BIG BENTLEY - LONDON - SAME                                 On Finn and Holley, now closer to death.                                                 HOLLEY          So we'll be "okay"? Really?                                                 FINN          He wouldn't have left if I'd told          him the truth.          (re: his death trap)          Being killed by a clock. Gives a          whole new meaning to "your time has          come."                                 At this mention Holley seems to perk up, gets an idea.                                                 HOLLEY          Time. That's it!                                 She spies a GEARBOX below them, at least 20 feet down. Holley         FIRES HER ELECTROSHOCKERS ---                                 --- but they miss their target. She recoils them back.                                                 FINN          What are you doing?                                                 HOLLEY          Trying to turn back time. If I can          just reverse the polarity...                                 She FIRES them again. Direct hit!          109.                                                         Holley JUICES the gearbox with HIGH VOLTAGE. The CLOCK STOPS.         It reverses itself.                                 Finn and Holley's wheel now rotates AWAY from danger.                                                 FINN          Good job! Quick thinking, Holley!                                 EXT. LONDON - CONTINUOUS                                 BIG BENTLEY, visible from street level, now moves BACKWARDS.         Fast. CRANE DOWN TO ---                                 --- Mater, speeding toward the track, unaware.                                                 MATER          What's everybody on the wrong side          of the road for?!                                 INT. BIG BENTLEY - CONTINUOUS                                 Finn and Holley are now moving in the opposite direction,         toward ANOTHER GEAR! And it's going MUCH FASTER. They're         seconds from a crushing death...                                                 HOLLEY          Oh no!                                                 FINN          Drive!                                 They both DRIVE, fast as they can with FULL FORCE ---                                                 FINN          Burn rubber!!                                 They drive HARDER, separating bumpers with just enough room         for the descending gear to SNAP THEIR ROPES!                                 Their tires spinning, they both LAUNCH off in opposite         directions, LAND HARD on opposing platforms. As Finn squeals         around to Holley's side of the clock:                                                 FINN          We've got to get to the course.          Calculate the fastest way to ---                                 Holley pops WINGS out of her side.                                                 HOLLEY          Done.          110.                                                                         FINN                         (IMPRESSED)          Miss Shiftwell.                                                 HOLLEY          They're standard issue now.                                                 FINN          You kids get all the good hardware.                                 They turn to leave when they STOP, 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.                                 EXT. BIG BENTLEY - LONDON                                 Finn BURSTS out the front doors of Big Bentley, speeds off as         HOLLEY SMASHES through the clock face, careens into view         flying over the traffic ---                                 INT. PIT ROW - TRACK SIDE - DAY                                 Mater bursts through the security gate with aplomb, tears         through the pits and stops at MCQUEEN'S.                                                 LUIGI          Mater!                                                 MATER          Everybody get out! Get out now!          Y'all gotta get out the pits!                                 The ENTIRE RADIATOR SPRINGS GANG is here.                                                 MATER          Hey, what are you guys doing here?                                                 SALLY          We're here because of you, Mater.                                                 FLO          Is everything okay?                                                 MATER          No! Everything's not okay! There's          a bomb in here! Y'all gotta get          out! Now!          111.                                                                         EVERYONE          - A bomb? - Huh? - Woah.                                  FINN (OVER RADIO)          Mater!                                  MATER (INTO RADIO)          Finn! You're okay!                                 EXT. LONDON STREETS - CONTINUOUS                                                 FINN          Mater, listen to me. The bomb is on          you.                                 ON HIS REARVIEW DISPLAY: We can see that a BOMB has been         detected, anchored to Mater's air filter.                                                 FINN          They knew you'd try to help          McQueen. When we were knocked out          they planted it in your air filter.                                 INT. MCQUEEN'S PIT - CONTINUOUS                                 Mater SNORTS, blowing his air filter cover off. Cross-eyed,         Mater sees the explosive device attached to him. He looks up:                                 An ALLINOL CONTAINER hangs ominously over his head.                                                 MATER          Uh-oh.                                                 MCQUEEN          Mater! There you are!                                 Mater turns. McQueen enters Pit Row, 100 yards away and         closing in FAST.                                                 MATER          Stop right there!                                                 MCQUEEN          Oh man, I've been so worried about          you!                         CUT TO:                                 The view of this scene through the window of a luxury box.         Reveal Zundapp in the window's reflection. He's watching from         inside. He's poised to push a DETONATOR BUTTON.                                 As Zundapp's front tire approaches the detonator ---          112.                                                         INT. MCQUEEN'S PIT - CONTINUOUS                                                 MATER          Don't come any closer!                                                 MCQUEEN          Are you okay?                                                 MATER          No, I'm not okay. Stay away from          me!!                                 Mater PEELS OUT BACKWARDS, out onto the track.                                                 MCQUEEN          No, wait. Wait!                         CUT TO:                                 PROFESSOR ZUNDAPP - He hesitates, can't believe it.                                 TV FOOTAGE OF MCQUEEN CHASING MATER                                  BRENT MUSTANGBURGER (V.O.)          Hold everything. A tow truck has          just raced onto the track. And he's          driving backwards!                                 IN MCQUEEN'S PIT                                                 MCQUEEN          Mater, wait!                                 He breezes right through his pit, goes after Mater.                                  DAVID HOBBSCAP (V.O.)          Normally an emergency vehicle on          the track means there's been an          accident.                                  BRENT MUSTANGBURGER (V.O.)          Wait, wait. Lightning McQueen is          chasing him!                                 EXT. TRACK - DAY                                 Mater drives up the track. McQueen gains, fast. Because         Mater's going backwards, they're face-to-face (but still with         some distance between them).                                                 MCQUEEN          Mater, wait!          113.                                                                         MATER          Stay back! If you get close to me,          you gonna get hurt real bad!                                                 MCQUEEN          I know I made you feel that way          before, but none of that matters          because we're best friends!                         CUT TO:                                 TV FOOTAGE OF MCQUEEN CHASING MATER                                  BRENT MUSTANGBURGER (V.O.)          And McQueen seems to be having a          conversation with the tow truck!                                  DARRELL CARTRIP (V.O.)          I don't know who that truck is,          Brent. But I'll tell you what, he's          gotta be the world's best backwards          driver.                                 REVEAL ZUNDAPP is watching this footage from his luxury box.         The closer McQueen gets to Mater the farther his tire ROLLS         onto the detonator. But he holds back ever so slightly so as         not to jump the gun.                                 ON THE TRACK - McQueen gains on Mater.                                                 MATER          McQueen, you don't get it. I'm the          bomb!                                                 MCQUEEN          Yes, Mater! You are the bomb!          That's what I'm trying to say here.          You've always been the bomb! And          you'll always be the bomb.                                                 MATER          Stay away!                                                 MCQUEEN          No! Never!                                 ON ZUNDAPP. He watches as McQueen SPEEDS UP.                                                 PROFESSOR ZUNDAPP          Almost there...                                 ON MCQUEEN. He's had enough screwing around. Here he comes.                                                 MCQUEEN          I'm not...letting you...          114.                                                         He's going to catch him now.                                                 MCQUEEN          ...get away again!                                 McQueen JUMPS FORWARD, in an attempt to grab Mater's HOOK ---                                                 MATER                         (TO HIMSELF)          Gotta keep away from McQueen.                                 McQueen hooks Mater with his bumper JUST AS ---                                                 MATER'S COMPUTER          Request acknowledged.                                 TURBINE ROCKETS slide out of Mater.                                                 MCQUEEN          Oh my gosh!                                 BAWHOOOOOOM!!!!! Mater JOLTS forward with a rocket blast and         disappears, taking McQueen with him.                                 ON ZUNDAPP. He now freely PUSHES the detonator, but it says         "OUT OF RANGE."                                 Zundapp can't believe it. He FLIPS OUT.                                 FARTHER UP THE TRACK - Francesco speeds along. ZHWAAAAAP!!!         Mater and McQueen ZING PAST HIM with a RED BLUR.                                                 FRANCESCO          What is happening? It's a bad          dream.                                 NOW EVEN FARTHER UP THE TRACK - Mater takes a turn, SMASHES         THROUGH A FENCE and skids around a corner out of sight. A         white, smoky JET TRAIL is all that remains.                                 IN MCQUEEN'S PIT - All of Radiator Springs watches the         television monitors, dumbfounded.                                  BRENT MUSTANGBURGER (V.O.)          And Lightning McQueen just blasted          away, hooked to the now rocket-          propelled tow truck.                         CUT TO:                                 EXT. STREETS OF LONDON - DAY                                 Overhead P.O.V.: Mater and McQueen swerve through the         streets.          115.                                                         INT. LUXURY BOX - CONTINUOUS                                 Zundapp is still furiously hitting the button as Holley drops         into view just beyond the glass.                                 Freaked, Zundapp does a 180 and SMASHES out a plate glass         window, lands on a ridiculously large balloon tethered to the         ground, and speeds off ---                                 INT. ADJACENT LUXURY BOX - CONTINUOUS                                 The LEMONHEADS watch, baffled, as Zundapp drives away.                                  J. CURBY GREMLIN          The Professor's on the run.                                                 TUBBS PACER          Someone's gotta get McQueen.                                                 VLADIMIR TRUNKOV          Get McQueen!!                                 Grem and Acer are already out the door ---                                 EXT. SIDE STREET - SAME                                 Finn speeds into view, in time to see Zundapp turn a corner         out of sight.                                                 FINN          Holley. I'll get Zundapp, you help          Mater.                                 EXT. TRACK - SAME                                 Holley, still in the air, turns ---                                                 HOLLEY          Got it!                                 FARTHER UP THE TRACK - Holley THUNDERS past Francesco and out         of sight.                                                 FRANCESCO          What is happening?!                                 EXT. STREETS OF LONDON - SAME                                 Finn screams around a corner, sees ---                                 --- Professor Zundapp, speeding toward docks along the Thames         where a COMBAT SHIP waits.          116.                                                                         COMBAT SHIP          Hurry, Professor!                                 ON ZUNDAPP - With Finn gaining fast, he accelerates. Suddenly         --- WHAP!                                 He's been TETHERED by Finn with tensile cables now attached         to his rear end. Zundapp SCREAMS like a little girl.                                                 FINN          Do you really think I'm going to          let you float away, Professor?                                 Finn reels him in. Zundapp spins his wheels, caught.                                 Suddenly Zundapp miraculously, inconceivably, GAINS TRACTION!         Now it's FINN'S WHEELS that are spinning.                                 ON THE COMBAT SHIP - the ELECTROMAGNET has been turned         outward and switched on. He's PULLING ZUNDAPP AND FINN IN         with the magnetic force. He pulls out a laser, TARGETS it at         Finn's windshield.                         CUT TO:                                 EXT. LONDON STREETS - SAME                                 Mater, still towing McQueen, rockets around a corner, zips         down another street ---                                                 MATER          McQueen, let go!                                                 MCQUEEN          Never!                                 They pass a Gremlin with a headset.                                 ON GREM AND ACER - Down another side street. They get this         message, take off in the opposite direction.                                  CUT BACK TO:                                 EXT. DOCKS NEAR THE THAMES - CONTINUOUS                                 FINN, tires squealing, loses more and more ground to the         boat. Zundapp, the "rope" in this tug-of-war, buckles under         the tension.                                                 PROFESSOR ZUNDAPP          Give it up, McMissile!                                 Finn releases a mess of bullets, grenades, and other weaponry         into the air ---          117.                                                         THE MAGNET SUCKS it in quickly like a black hole ---                                 THUNK! It all sticks to the magnet, right next to Finn's         bullets. They're BOMBS, GRENADES, ROCKETS and one little         detonator with a flashing, beeping light.                                 Off the boat's RXN ---                         CUT TO:                                 ANOTHER PART OF LONDON, AT STREET LEVEL                                 KA-BOOOOOOM! A distant explosion (miles away) festoons into         the air, visible over the rooftops. Holley suddenly WINGS         into view. She sees ---                                 Mater and McQueen, speeding up the street.                                                 HOLLEY          Mater, stop!                                                 MATER          No way! You could get hurt!                                 Then she looks over, catches a glimpse of GREM AND ACER,         bearing down on them from a side street. They're going to         broadside Mater and McQueen.                                                 HOLLEY          Oh no.                                 ON MATER AND MCQUEEN - They're not aware of the impending         impact.                                 Holley DROPS FROM THE SKY, hits the pavement, SKIDS into the         path of the AMCs and DEFLECTS THEM. They FLIP OVER Holley,         Finn and McQueen and sail ---                                 --- INTO A PUB ---                                 --- where they skid across the room and SLAM into the bar,         knocking a ROW OF BEER MUGS to the ground.                                 IN THE PUB - MOMENTS LATER                                 Grem and Acer are pulverized by the bar patrons.                                 EXT. LONDON STREET - MOMENTS LATER                                 Holley, McQueen and Mater are now stopped.                                                 HOLLEY          Mater, we've got to get that bomb          off you.          118.                                                         She's already SCANNING the bomb, working away.                                                 MCQUEEN          Bomb?                                                 MATER          Yeah, they strapped it to me to          kill you as a back-up plan.                                                 MCQUEEN          Back-up plan? Mater, who put a bomb          on you?                                  PROFESSOR ZUNDAPP (O.S.)          Ahhhhh!                                 Professor Zundapp suddenly ROLLS to a stop next to (a now         totally freaked) McQueen, entangled in grappling hooks care                        OF ---                                 --- Finn, who has him leashed.                                                 PROFESSOR ZUNDAPP                         (TO MCQUEEN)          You. Why didn't my death ray kill          you?                                                 MCQUEEN          Death ray?                                                 FINN          Turn off the bomb, Zundapp!                                                 PROFESSOR ZUNDAPP          Are you all so dense? It's voice-          activated. Everything is voice-          activated these days.                                                 MATER          Deactivate! Deactivate!                                  BOMB'S COMPUTER VOICE          Voice denied.                                 The BOMB suddenly TRANSFORMS into a TIME BOMB, now complete         with a countdown mechanism from 4:59... 4:58... Mater GASPS.                                                 PROFESSOR ZUNDAPP          Oops. Did I forget to mention that          it can only be disarmed by the one          who activated it?                                 Holley immediately shoves a GUN in Zundapp's grill.          119.                                                                         HOLLEY          Say it!                                                 PROFESSOR ZUNDAPP          Deactivate.                                  BOMB'S COMPUTER VOICE          Voice denied.                                 THE BOMB'S TIMER: It loses a full minute! Goes from 4:48 to         3:48 to 3:47... Mater GASPS.                                                 PROFESSOR ZUNDAPP                         (GRINNING)          I am not the one who activated it.          Would anyone else like to try?                                 ZZZZZZATTT! Holley shocks him unconscious.                                                 FINN                         (TO HOLLEY)          You read my mind.                                                 HOLLEY          He was getting on my nerves.                                                 MCQUEEN          What do we do?                                  VICTOR HUGO (O.S.)          It's very simple.                                 VICTOR HUGO blocks the entrance to a side street. He's         surrounded by Hugo relatives.                                                 VICTOR HUGO          You blow up.                                 The four streets surrounding them are now blocked by each of         the Lemonheads and their families.                                                 MCQUEEN                         (TO MATER)          I'm gonna go out on a limb here.          These are the guys that want me          dead, correct?                                                 VLADIMIR TRUNKOV          It's nothing personal.                                                 MATER          (to the Lemons)          Fellers, listen.                         (MORE)          120.                                                 MATER (CONT'D)          I know what you're going through.          Everybody's been laughing at me my          whole life too ---                                 McQueen turns to Mater - he wasn't expecting that.                                 The Lemons all eye each other, considering Mater's words.                                                 MATER          --- but becoming powerful and rich          beyond your wildest dreams ain't          gonna make you feel better.                                  J. CURBY GREMLIN          Yeah, but it's worth a shot.                                 WHOOM!!! He's BROADSIDED by a blast of water from O.S.                                 It's Red! He's sitting outside an underground entrance,         followed by Sally and the rest of the Radiator Springs gang.                                 ALL OUT WAR ensues between the LEMONS, RADIATOR SPRINGS along         with FINN and HOLLEY.                                 FINN attaches his four-way cable hooks to the thugs and         springs high in the air, crushing the four of them together.                                 HOLLEY SPROUTS her wings, and knocks out two cars on her         side.                                 VARIOUS SHOTS OF RADIATOR SPRINGS KICKING BUTT:                                 Guido pulls some LEMON tires off with his air gun. In seconds         he has a stack of lugnuts next to him.                                                 GUIDO          Pit stop.                                 The two Pacers' tires all FALL OFF.                                 Flo hits VLADIMIR TRUNKOV with her high-beams, BLINDING HIM.         Sheriff BOOTS him.                                                 SHERIFF          Not today, boys!                                 Guido pushes away his tireless thug, YELLING AT HIM IN         ITALIAN.                                 Mater KARATE CHOPS lemons, three and four at a time.                                 Ramone SPRAY PAINTS a lemon's windshield.          121.                                                                         TUBBS PACER          Retreat!                                 A few Lemons turn back the way they came. BLOCKING THEIR PATH         are a line of BRITISH MILITARY VEHICLES clad in digital camo,         led by SARGE.                                                 SARGE          Thanks for the help, Corporal.                                                 BRITISH CORPORAL          Anything for one of pop's mates.                                 And in the middle of all of this craziness we CUT TO ---                                 --- MATER. WRENCH BITS are strewn all around him as Guido         tries wrench after wrench to take the bolts off. No dice.         Guido gestures wildly, spits Italian a mile a minute.                                                 MCQUEEN          What's he saying?! What's wrong!?                                                 LUIGI          None of his wrenches fit the bolts!                                 This is a light bulb moment for Mater. He eyes the bolts.                                                 MATER          I get it. I get it! I know what          needs to be done.                                                 MCQUEEN          Then do it!                                                 MATER          What? No, I can't do it. Look,          nobody takes me seriously. I know          that now. This ain't Radiator          Springs.                                                 MCQUEEN          Yes it is.                                 Mater looks at McQueen. It is?                                                 MCQUEEN          You're yourself in Radiator          Springs. Be yourself here. And if          people aren't taking you seriously,          then they need to change. Not you.          I know that, because I was wrong          before. Now you can do this. You're          the bomb.          122.                                                                         MATER          Thanks, buddy.                                                 MCQUEEN          No no no, you're the actual bomb.          Now let's go!                                                 MATER          Oh, right! Hang on!                                 Mater HOOKS McQueen and they're off.                                 They SHOOT PAST FINN, who's in the middle of battling lemons.                                                 FINN          Where's he going?                                 ON MATER AND MCQUEEN - Flying down a side street.                                                 MATER          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.                                 The ROCKET THRUSTERS kick in. They head right for a WALL.                                                 MCQUEEN          Mater...                                                 MATER          Now I need you to do the chute, the          second kind not the first!                                                 MATER'S COMPUTER          Deploying chute.                                 Mater's chute POPS OPEN, catching air and sending Mater and         McQueen SAILING INTO THE AIR.                                 Mater starts to steer them the direction he wants. He and         McQueen are FLYING OVER LONDON.                                 EXT. BALCONY - BUCKINGHAM PALACE - DAY                                 The QUEEN, her attendants, assorted dignitaries are here.          123.                                                                         QUEEN          Who's winning the race?                                 Mater and McQueen drop from the sky. They land and skid to a         halt just before the Queen's guards who DRAW THEIR WEAPONS.                                                 QUEEN'S GUARD          Back up! Back away!                                                 QUEEN                         (STAR-STRUCK)          It's Lightning McQueen!                                                 QUEEN'S GUARDS          Get back!                                                 MCQUEEN          No, no, it's okay! Tell them,          Mater. Explain.                                                 MATER          Okay! Somebody's been sabotaging          the racers and hurting the cars and          I know who. Oh wait... Your          Majesty.                                 Mater BOWS to the Queen. In doing so, the TICKING TIME BOMB         angles into view. The clock's at T-minus 1:53.                                                 QUEEN'S GUARDS          - Bomb! - It's a bomb! - Everybody          down! - Look out!                                  FINN (O.S.)          Hold your fire! He can't disarm it!                                 Finn dives onto the platform and rolls between the Queen and         Mater.                                                 FINN          Mater, I don't know what you're          doing but stand down now!                                                 MATER          (aside, to McQueen)          This ain't nothing at all like          Radiator Springs.                                                 MCQUEEN          Mater, just cut to the chase!                                                 MATER          Okay.          124.                                                         He turns to Miles Axlerod.                                                 MATER          It's him.                                                 MILES AXLEROD          What? Me? You've got to be crazy.                                 Everyone exchanges confused looks, including Finn and Holley.                                                 MATER          I figured it out when I realized          you all attached this ticking time          bomb with Whitworth bolts. The same          bolts that hold together that old          British engine from the photograph.          Holley! Show that picture.                                                 HOLLEY          O-kay...                                 Holley projects the much discussed PHOTO OF THE ENGINE.                                                 MATER          And then I remembered what they say          about old British engines - "If          there ain't no oil under `em, there          ain't no oil in `em."                                                 MILES AXLEROD          What is he talking about?                                                 MATER          It was you leaking oil at the party          in Japan. You just blamed it on me.                                                 MILES AXLEROD          Electric cars don't use oil, you          twit.                                                 MATER          Then you're faking it. You didn't          convert to no electric. We pop that          hood we gonna see that engine from          that picture right there.                                 Mater moves toward Miles Axlerod to pop his hood.                                                 MILES AXLEROD          This lorry's crazy. He's going to          kill us all!                                 Miles Axlerod BACKS UP to the edge of the stage.          125.                                                                         MILES AXLEROD          Stay away!                                                 HOLLEY          But Sir Axlerod created the race,          Mater. Why would he want to hurt          anyone?                                                 MATER          To make Allinol look bad so          everybody'd go back to using oil. I          mean, he said it himself with that          disguised voice.                                                 MILES AXLEROD          "Dee-sguised voice?" What are you          talking about? You're nuts, you          are!                                 The QUEEN'S GUARDS have had ENOUGH. As has the PRINCE.                                                 PRINCE WHEELIAM          This is going nowhere fast. We          really should go, Grandmother.                                                 QUEEN          One moment. I'd like to see where          this is going.                                                 FINN          Mater, he created Allinol.                                                 MATER          Yeah, but what if he found that          huge oil field just as the world          was trying to find something else?                                 Mater sticks his ticking bomb-nose into Miles Axlerod's         grill.                                                 MATER          What if he came up with Allinol          just to make alternative fuel look          bad?                                                 MILES AXLEROD          "What if?" You're basing this on a          "What if"?!                                                 GUARD          Okay, that's it.                                 And the QUEEN'S GUARDS spirit the Queen and Prince Wheeliam         out of there FAST ---          126.                                                                         MILES AXLEROD          Wait! Somebody save me! The lorry's          crazy!                                 Now it's just Miles Axlerod, Mater, McQueen, Finn and Holley.         Miles Axlerod's back tires slip on the edge of the podium as         he is cornered by Mater.                                                 MILES AXLEROD          Keep away, you idiot!                                 00:00:08...                                                 FINN          Mater!                                                 HOLLEY          Mater!                                 00:03...00:02...                                                 MILES AXLEROD          Someone do something!                                 Everyone FLINCHES, DUCKS or DIVES FOR COVER except McQueen,         Mater and Axlerod ---                                                 MILES AXLEROD          You're insane, you are!          Deactivate!!                                 The bomb FREEZES at 00:01.                                  THE BOMB'S COMPUTER VOICE          Bomb deactivated. Have a nice day,          Sir Axlerod.                                 General shock all around. Miles Axlerod realizes what he's         done, looks terrified. Police surround him.                                 Mater FLINGS Miles Axlerod's hood open with his hook,         revealing AN INTERNAL COMBUSTION ENGINE, oil dripping from         all sides. It MATCHES the photo.                                                 FINN          The engine from the photo.                                                 HOLLEY          It's a perfect match!                                                 MILES AXLEROD          How did the tow truck figure it          out?          127.                                                                         MCQUEEN                         (TO MATER)          It's official. You're coming to all          my races from now on.                                                 MATER          Now you're talking!                                 Tire bump.                                 EXT. BUCKINGHAM PALACE - DAY                                 A massive crowd packs the adjacent streets and parks.                                 INT. BUCKINGHAM PALACE - DAY                                 Mater does the requisite "silly faces" in an attempt to break         the composure of a Buckingham Palace Guard. It isn't working.         McQueen approaches.                                                 MCQUEEN          Mater, let's go. You're on.                                 INT. QUEEN'S CHAMBER - BUCKINGHAM PALACE - DAY                                 The Queen sits in attention at the front of the Main         Ballroom. As Mater and McQueen approach:                                                 LORD STEWARD          Your Majesty. May I present for the          investiture of honorary Knighthood          of the British Realm. Tow Mater of          Radiator Springs.                                                 MCQUEEN          Go get `em, buddy.                                 McQueen joins his friends from Radiator Springs. Mater rolls         forward. He bows, as if he's practiced it all day.                                                 QUEEN          I hereby dub thee "Sir Tow Mater."                                 Applause from all around.                                                 MATER                         (LOOKS UP)          "Sir?" Shoot, you can just call me          Mater, Your Majesty. I don't wanna          hear none of this "Sir" business.          By the way, have y'all met each          other? Queen? McQueen. McQueen,          Queen. McQueen? McMissile.                         (MORE)          128.                                                 MATER (CONT'D)          McMissile, McQueen. Queen?          McMissile.                                 He continues introducing everyone as we CUT TO ---                                 EXT. RADIATOR SPRINGS - DAY                                 The town sign now reads "WELCOME TO RADIATOR SPRINGS - HOME         OF LIGHTNING MCQUEEN AND SIR TOW MATER."                                 EXT. FLO'S - DAY                                 Cars surround Mater and McQueen. The rest of the Radiator         Springs gang is here too, watches. VAN and MINNY are front         and center.                                                 MATER          So there I was: rocket jets going          full blast, McQueen hanging on for          dear life when suddenly them two          nasty lemons come out of nowhere,          guns drawed. We was goners. But          then out of nowhere, this beautiful          spy car swoops in from the sky to          save us!                                                 MINNY          That's a very entertaining story,          young man.                                                 VAN          Oh, Minny, please. Come on, none of          this happened. Rocket jets? Flying          spy cars?                                                 HOLLEY          No, you're quite right. It does          sound a bit far-fetched.                                 The crowd turns, sees HOLLEY, wings out, swooping in. FINN is         right below her, driving up the street.                                                 MATER          Holley! Finn!                                                 HOLLEY          Hello, Mater. It's so nice to see          you again.                                                 MATER          What're you doing here?          129.                                                                         FINN          Our satellites picked up an urgent          communique.                                                 LUIGI          So you got my e-mail.                                                 MATER          Oh, man. Y'all is gonna have a          great time. Everybody! This here's          Finn McMissile. He's a secret          agent.                         (WHISPERS)          Don't tell nobody. And this is          Holley Shiftwell. She's ---                                                 HOLLEY          I'm Mater's girlfriend. It's so          nice to meet you all.                                 Everyone is shocked. Including Mater. Guido's jaw drops.                                                 LUIGI                         (TO MATER)          Guido believe you now.                                                 FLO                         (TO HOLLEY)          Whoa, honey. You got a nasty dent          there.                                 Indeed, Holley still wears the dent from when she saved Mater         from Grem and Acer.                                                 VAN          (already crushing on her)          Was that from when you swooped in          and saved them in London?                                                 MINNY          Van!                                                 VAN          What? I'm just asking.                                                 FLO                         (TO HOLLEY)          Don't you worry, sweet pea. My baby          Ramone can get that fixed up for          you in no time.                                                 RAMONE          Yeah, sure thing. No problemo. Just          let me go get my tools.          130.                                                                         HOLLEY          Oh no no. I'm keeping that dent.          It's way too valuable.                                 Mater takes this in.                                                 LIZZIE          A "valuable" dent? Oh, she's as          crazy as Mater.                                                 MACK          Those two are perfect for each          other.                                                 MCQUEEN          You know, there's one thing I still          don't get. The bad guys hit me with          the beam from the camera, right? So          why didn't I, you know...                                                 MATER          Explode in a fiery inferno?                                                 MCQUEEN          Yeah.                                                 FINN          We couldn't figure that one out          either.                                                 HOLLEY          Our investigation proved that          Allinol was actually gasoline. And          Miles Axlerod engineered it so that          when it got hit by the beam it          would explode.                                                 MCQUEEN          Wait a second. Fillmore, you said          my fuel was safe.                                 McQueen turns to Fillmore. Everyone does.                                                 FILLMORE          If you're implying that I switched          out that rotgut excuse for          alternative fuel with my all-          natural, sustainable, organic          biofuel just because I never          trusted Axlerod, you're dead wrong,          man.                         (RE: SARGE)          It was him.          131.                                                                         SARGE          Once Big Oil, always Big Oil. Man.                                                 FILLMORE          Tree hugger.                                 EXT. MAIN STREET - LATER                                 A banner says "Radiator Springs Grand Prix."                                 SHERIFF rolls up the street.                                                 SHERIFF          The Radiator Springs Grand Prix is          about to begin! All spectators          clear the starting line!                                 MCQUEEN heads up Main Street, other racers following.                                                 LEWIS HAMILTON          Man, I can't wait to get rockin'.          This is gonna be wicked.                                                 JEFF GORVETTE          Yeah, we should do this every year.                                                 MCQUEEN          I just figured, we never found out          who the world's fastest car is.          Plus: no press, no trophy. Just          racing - the way I like it.                                                 FRANCESCO          Francesco likes it like this too.                                 McQueen SEES Sally. He and Francesco approach her.                                                 MCQUEEN          Francesco. I'd like you to meet ---                                                 FRANCESCO          Signorina Sally. It is official:          Lightning McQueen is the luckiest          car in the world.                                                 SALLY                         (SWOONING)          Why, thank you ---                                                 FRANCESCO          Which he will have to be to have a          chance against Francesco today.                                 Francesco turns to leave. As he's moving away:          132.                                                                         FRANCESCO          See you at the finish line, Mc---                                 Francesco STOPS.                                                 FRANCESCO          What is that?                                 McQueen has a new bumper sticker: "Ka-ciao, Francesco."                                                 MCQUEEN          It's just something I had made up          for the occasion.                                                 FRANCESCO          Is good, McQueen. Very funny. It          was funnier when I did it, but          it's very funny. What are you going          to do next? Are you going to take          off your fenders? Try it. You'll          like it.                                 Francesco leaves. We stay with McQueen and Sally.                                                 SALLY          So he's not so good-looking.                                                 MCQUEEN          Yeah. Nice try.                                                 SALLY          I'm serious.                                                 MCQUEEN          That's why I love you, Sally.          (as he leaves)          Wish me luck.                                                 SALLY          You don't need it!                                 He drives off. Flo approaches Sally.                                                 FLO          Mmm-mmm. That Francesco is fine-          looking.                                                 SALLY          And those open wheels.                                                 FLO          I'm gonna have to go get myself          some coolant.          133.                                                         EXT. MAIN STREET - LATER                                 The racers at the starting grid. ON THE TRAFFIC LIGHT in the         center of town. It goes from RED to GREEN!                                 The RACERS SPEED OFF, tearing up main street and out of town,         blazing past tourists ---                                 EXT. WILLY'S BUTTE - DAY                                 As the racers, led by McQueen and Francesco, take the wide,         sweeping turn around Willy's Butte we CRANE UP to see MATER,         FINN, HOLLEY, and the Radiator Springs gang watching.         Everyone CHEERS.                                                 MATER          Go McQueen!! Whoo-hoo!!!                                 Holley gets an alert.                                                 HOLLEY          Finn, time to go. Siddeley's          gassed, geared and ready to fly.                                 Finn starts to back up.                                                 MATER          You're leaving already?                                                 FINN          We've got another mission, Mater.          Just stopped by here to "pick          something up."                                 They both eye Mater, expectantly.                                                 MATER          Something tells me you're not          talking about souvenir bumper          stickers.                                                 FINN          Her Majesty asked for you          personally, Mater.                                                 MATER          But I told you all before. I'm not          a spy.                                                 HOLLEY          We know.          134.                                                                         FINN          Spy or not, you're still the          smartest, most honest chap we've          ever met.                                                 HOLLEY          Don't forget massively charming.                                 Mater looks over at Holley. He looks touched.                                                 MATER          Well, thanks. But as much fun as it          was hanging with y'all, this...                                 He looks over to his friends who watch the race, CHEER         MCQUEEN ON.                                                 MATER          This is home.                                                 HOLLEY          That's alright, we understand. But          I'll be back. You still owe me that          first date.                                                 FINN          If there's ever anything I can do          for you, just let me know.                                                 MATER          Well, I sure appreciate that, thank          you.                         (THINKS)          Actually... there is one thing.                         CUT TO:                                 EXT. RADIATOR SPRINGS - MOMENTS LATER                                 MATER, blazing forward fast.                                                 MATER          Whoo-hoo!!!                                 He ROCKETS FORWARD, through the whole town. In doing so he         GRABS A BROKEN DOWN OTIS, hooking him ---                                                 OTIS          Whoa!!!                                 --- and TOSSING him right into Ramone's.                                  OTIS (O.S.)          Thanks, Mater!          135.                                                         ON THE "RACE TRACK" - Mater flies past ALL the racers,         including Francesco ---                                                 FRANCESCO          Impossible!                                 --- until he approaches MCQUEEN.                                                 MCQUEEN          Mater!?                                                 MATER                         (KEEPING PACE)          Check it out. They let me keep the          rockets!                                                 MCQUEEN          I'll see you at the finish line,          buddy!                                                 MATER          Not if I see you first!                                 McQueen and Mater peel away from the rest of the racers, lead         them off the road and into the dirt for another lap. The two         friends are side by side when we FADE OUT.                                                                         THE END
```

### Jutsu

Eating The Dust With A SpoonHoly Sand Saint Fist

Running in a crowd, In a faceless town, I need to feel the touch of a friend. In a country side, I wander far and wide, The insolation gets me again... I don't know where to goWhen I feel like cryingOh myIt's time to open myself, Do something new, I want to stopAnd grow up a bit! Then suddenly, my power and confidence Starts swelling up, magically eruptAnd it's all because of kidness that I feelFrom people I don't even knowThen suddenly, mw intuitionAnd my wisdom grow And then I knowThe most of all I sense compassions wield, Thanks to strangers wherever I go... Thank you for waking me up!

Up 'til nowHow many times I've tried To tell you, 'please take care of yourself... 'But with tear-stained eyes, I sadly said goodbye, As I waved and wished you farewell... http://www.lyricsofsong.com/w/ljjlni

Then I think of how How much longer, I must waitI look inside myself and feel something newI want to stop and grow up a bit! It's all because I'm feeling sadAnd then I cry ; I don't know why... The curage that I need, The power to succed, Gives me the strength to fly... It's all because of when I see my friendsOh my! Every timeThey're always behind me Pushing me onLighting the fire in me (fire in me) Then suddenly, my power and confidence Starts swelling up, magically eruptAnd it's all because of kidness that I feelFrom people I don't even knowI won't forget, the times we shared And our pleasant days, alwaysAnd I'll never lose the strength to succeed And the courage, to do what I mustYour smïle makes my heart explode!kirasensuibarry the beespoonscars 2

Oh! Let's go!

Steve walks warily down the street
With the brim pulled way down low.
Ain't no sound but the sound of his feet,
Machine guns ready to go.

Are you ready, hey, are you ready for this?
Are you hanging on the edge of your seat?
Out of the doorway the bullets rip
To the sound of the beat

Another one bites the dust
Another one bites the dust
And another one gone, and another one gone
Another one bites the dust
Hey, I'm gonna get you, too
Another one bites the dust

How do you think I'm going to get along
Without you when you're gone?
You took me for everything that I had
And kicked me out on my own

Are you happy, are you satisfied?
How long can you stand the heat?
Out of the doorway the bullets rip
To the sound of the beat

*[Chorus]*

Another one bites the dust
Another one bites the dust
Another one bites the dust
Another one bites the dust

There are plenty of ways that you can hurt a man
And bring him to the ground
You can beat him, you can cheat him
You can treat him bad and leave him when he's down

But I'm ready, yes, I'm ready for you
I'm standing on my own two feet
Out of the doorway the bullets rip
Repeating to the sound of the beat