A character in Cars 2 (2011)

Holley Shiftwell quotes from Cars 2 (2011)

Holley Shiftwell
Voiced by Emily Mortimer Cars 2 (2011) · 44 quotes

4th most-quoted character in Cars 2 (2011): in 18 of its 44 quotes
Most scenes with: Finn McMissile (16), Tow Mater (12), Lightning McQueen (9)

A line from Holley Shiftwell [introducing herself to Mater]

I'm Agent Shiftwell, Holley Shiftwell.

Scenes with Holley Shiftwell

17 scenes

Come with me, please, sir.

Mater

But I’m gonna miss my plane.

Right this way.

Mater

Ah, doggone it. This is about my hook, ain’t it? I know I should have checked it, but i can’t, really. [as they go into the waiting room] Look. It’s attached to me. Hey, I know you. You’re that feller from the karate demonstration.

I never properly introduced myself. Finn McMissile, British intelligence.

Mater

Tow Mater, Average Intelligence.

Who are you with? FBI, CIA?

Mater

Let's just say I'm a triple AAA affiliated. Yeah, I know some karate. I don't want to brag or nuttin', but I got me a black fan belt. You wanna see some moves I made up?

[hears a beeping sound and looks on his wing mirror to see through his spy camera that Grem and Acer are heading towards the room]

You're being followed. [shoots a glass cutter at the window]

Mater

This first one, I can reach into a car's hood pull out his battery, and show it to him before he stalls. I call it, “What I accidentally did to my friend Luigi once.” [does karate moves, crushing an oil can] Hey! Hi-yah-pah! Hi-yah!

Grem

There he is!

Mater

Hi-hi-tah! Huh! [after Finn's glass cutter finishes cutting through the window] Look, I probably ought to go. I’m about to miss my flight. [starts to leave]

[grabbing Mater with his grappling hooks]

Don’t worry. I’ve taken care of that. [pulls him towards the hole in the window]

Mater

Whoa!

[jumping through the hole]

Hang on!!

Acer
[grunts]
Mater

Whoa-hah-hah-hah! This is first-class service. You don't even have to go through the terminal!

Airport crew member
[speaks Japanese, after seeing Grem and Acer going over the roof of boarding stairs and giving chase along the runway]
Mater

Your karate partners is back there. They kinda look like they tryin' to catch up!

Drive forward. Whatever you do, don’t stop!

Mater

Whoa!

Passenger plane driver

Whoa!

Grem
[Mater zigzags around the plane's wheels. Grem dodges the plane, and prepares to shoot a missile. Finn then releases a wheeled motorized jack, which comes to Grem and lifts him up at an angle]

Whoa... [releases his missile, before being tipped over] Aaahh!

Mater
[Seeing that the missile is heading towards him, Finn releases another one at it, causing the two missiles to explode behind him]

Is everythin' okay back there?

Siddeley

Finn, it's Sid. I'm on approach.

[through the radio]

Roger that.

Mater
[Acer is shown pulling flatbed trolleys of baggage across the runway, blocking the path]

'Member that whole thing about me not us not stoppin' no matter what?

Mater
[Just then, Siddeley appears and shits bullets at the flatbed trolleys to make some of them go up into the air and clear the path]

Whoa! I knew I shoulda done carry-on!

[to Siddeley]

Thanks, old boy!

Siddeley
[lands on the runway while still moving]

You got it, mate! [opens his back ramp]

Mater
[seeing Holley inside]

Hey, doggonit! Look, it’s my imaginary girlfriend!

Holley

Come on! Get in here!

Mater

I tell you what, you really do want this first date, don't ya? [as Holley watches with a shocked face] That's a no-quit attitude right there! [Suddenly, gunshots are seen beside him] What the...?

Siddeley
[Behind him, Acer is chasing him, trying to hit him. One of the bullets deflates one of Siddeley's tires] [being turned to the left and across the grass]

Aargh!

Hold on, Sid.

Acer
[Siddeley stops turning and goes straight along another runway, while Acer still keeps trying to shoot bullets. Finn pulls out his gun and fires back, deflating Acer's front right tire.]

Aargh!

Siddeley
[Acer is turned towards boarding stairs through an airplane, where two waitresses notice him going through the air, before he comes out the other side and falls into a lavatory service truck's tank of automobile waste, making a muffled cry. Siddeley then lifts his bodywork up, as he hits some signs showing the airport's barriers up ahead.]

Come on, Finn! It’s now or never!

Mater
[Finn then spins around so that he is going forwards.]

Whoa!

Siddeley
[Quickly, Finn heads into Siddeley behind him.]

Hold on! [takes off just before he can hit the barriers]

Mater
[voice-over reading the letter]

By the time you read this, I'll be safely on an airplane flying home. I'm so sorry for what I did.

[reading Mater's letter in the Hotel Lobby]

"I don't want to be the cause of you losing any more races. I want you to go prove to the world what I already know: [the camera pans to show Guido and Luigi with big dewy eyes, trying to hold it together] That you are the greatest race car in the whole wide world. Your best friend, Mater." [looks up] I didn't really want him to leave.

Luigi

Wait, there's more here. [moves to next page] "P.S. Please tell the hotel I didn't mean to order that movie. I thought it was just a preview and I didn't realize I was paying for it." [shifts the page] "P.P.S. That's funny right there. P.P."? [shifts the pages around] There's a few more pages of P.S's here.

Well, at least I know if he's at home he'll be safe. ( foreshadowing: he definitely won't be...)

Lightning

Mater, just cut to the chase.

Mater

Okay, it's him! [points to Miles]

What? Me? You've got to be crazy.

Mater

I figured it out when I realized y'all attached this tickin' time bomb with Whitworth bolts. The same bolts that hold together that old British engine from the photograph. Holley, show that picture!

Holley

Okay. [holographically shows said photo of the mysterious hood engine]

Mater

And then I remembered what they said about old British Engines - "If there ain't no oil under 'em, there ain't no oil in 'em!"

What is he talking about?

Mater

It was you leakin' oil at the party in Japan! [flashback of Miles leaking oil, and blaming Mater] You just blamed it on me. [flashback ends]

Electric cars don't use oil, you twit!

Mater

Then you're fakin' it. You didn't convert to no electric. [realizes that he knows the truth, Miles backs away] We pop that hood, we gonna see that engine from that picture right there.

[panicking]

This lorry's crazy! He's gonna kill us all! [backs up to the edge of the stage] STAY AWAY!

Holley

But Sir Axlerod created the race, Mater. Why would he want to hurt anyone?

Mater

To make Allinol look bad so everybody would go back to usin' oil. I mean, he said it himself with that disguised voice.

"Disguised voice"? What are you talking about?! YOU'RE NUTS, YOU ARE!

Prince Wheeliam

This is going nowhere fast. We really should go, Grandmother.

The Queen

One moment. I'd like to see where this is going. [bomb countdown reaches to 00:29.]

Mater, he created Allinol.

Mater

Yeah, but what if he found that huge oil field just as the world was tryin' to find something else? What if he came up with Allinol just to make alternative fuel look bad?

[bomb countdown reaches 00:19, 00:18.]

"What if"? You're basing this on a "what if"?!

Security Guard

Okay, that's it! Lads, clear out! [the Queen and spectators evacuate]

Wait, somebody save me! The lorry's crazy! KEEP AWAY, YOU IDIOT!

Mater?!

Holley
[the bomb countdown reaches 00:09, 00:08.]

Mater!

Someone, do something! [Mater stands his ground, glaring at Miles, while everyone braces for the explosion] YOU'RE INSANE, YOU ARE! [Bomb countdown 00:03, then 00:02. Axlerod shuts his eyes, screaming] DEACTIVATE!!!

Bomb Computer
[Countdown stops at 00:01 before explosion, causing it to say "Voice Accepted"]

Bomb deactivated. Have a nice day, Sir Axlerod. :) [Mater smiles in satisfaction. Axlerod is shocked at what he said, as police cars approach to arrest him. Mater pops open Axlerod's hood, revealing the mysterious V8 engine.]

The engine from the photo.

Holley

It's a perfect match. [brings up the image and does a match between Miles' and the blue one's]

[last lines]

How did the tow truck figure it out?

Lightning

It's official, you’re coming to all my races from now on.

Mater

Now you're talkin'!

Holley

Mater, we got to get that bomb off of you.

Bomb?

Mater

Yeah, they strapped it to me to kill you as a back-up plan.

Back-up plan? Mater, who put a bomb on you?

Prof. Z
[tied up]

You! Why my death ray didn't kill you?!

Death ray?!

Turn off the bomb, Zündapp!

Prof. Z

Are you all so dense? It's voice-activated. Everything is voice-activated these days.

Mater

Deactivate! Deactivate!

Bomb Computer

Voice denied. [a bomb starts a countdown mechanism from 4:59 to 4:58 to 4:57; Mater gasps in shock.]

Mater

Huh!

Prof. Z

Oops. Did I forget to mention that it can only be disarmed by the one who activated it?

Holley
[shoves her stun gun]

Say it.

Prof. Z

Deactivate.

Bomb Computer

Voice denied. [the bomb lowers down from 4:48 to 3:48 to 3:47; Mater gasps.]

Prof. Z

Oh. I'm not the one who activated it. Would anyone else like to try? [Shiftwell zaps him]

You read my mind.

Holley

He was getting on my nerves.

What do we do?

Victor

It’s very simple. You blow up.

I’m going out on a limb here. These are the guys that want me dead, correct?

It’s nothing personal.

Mater

Fellers, listen. I know what you’re going through. Everybody's been laughing at me my whole life too. [the Lemons seem to take this in] But becoming powerful and rich beyond your wildest dreams ain't gonna make you feel better.

Yeah, but it’s worth a shot!
[Suddenly, from behind them, Red shoots water at the Gremlins, with Sally joining him, causing them to overturn and flip, with J. Curby landing on his front behind a metal fence. Finn uses his grappling hooks to move up into the air and pull four lemons towards each other, while Holley uses her wings to carry two other thugs and make them hit a few others. Two of the lemons try to take part, but then Guido takes off their tires]

Guido

Pit stop.

[Flo also arrives, shining her headlights into Vladimir's eyes, making enough time for Sheriff to put a parking boot on Vladimir's left rear tire]

Not today, boys!
[Vladimir tries to move, but gives up when he is unable to move with the parking boot on. Guido then moves away another thug, yelling in Italian. Ivan tries to ram into McQueen, but Mater defends, punching him away as well as a couple more of the lemons and human thugs, and yells as he uses his tow hook to throw Tubbs Pacer towards Ramone, who sprays paint over his eyes. He then sees Finn, Mater, McQueen, Holley, and the other Radiator Springs residents are all watching angrily at him and the other lemons]

Tubbs Pacer

Retreat! [flees along with the remaining thugs, but immediately finds Sarge and the army confronting them]

Sarge

Thanks for the help, Corporal.

Military Car

Anything for one of Pop's mates.

[Guido tries to remove the bolts off the bomb, but none of them work. He rants angrily in Italian and drives off.]

What’s he saying? What’s wrong?

Luigi

None of his wrenches fit the bolts!

Mater

I get it. I get it! I know what needs to be done.

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.

Yes, it is. Be yourself in Radiator Springs. Be yourself here. And if-if people aren't taking you seriously, then they need to change, not you. I know that because I was wrong before. Now, you can do this. You're the bomb.

Mater

Thanks, buddy.

No, no, no, you're the actual bomb. Now let's go!

Mater

Oh, right! Hang on! [hooks up to McQueen, and drives off]

Where's he going?

Mater
[as he drives through the traffic]

Computer!

Yes, Agent Mater?

Mater

I need that thing you done before to get me away from McQueen!

Request acknowledged. [brings out Mater's rockets and activates him]

Mater?

Mater

Now I need you to do shoot! The second kind, not the first!

Mater’s Computer

Deploying chute. [brings out the chute; Mater and McQueen soar up in the sky]

Mater
[after freeing himself by using his Gatling guns]

I gotta get y'all out of there!

There’s no time! McQueen needs your help, Mater.

Mater

But I can’t! I’m just a tow truck!

It’s up to you. Go to the pits and get everyone out! You can do that.

Mater

What about you guys?

We’ll be okay.

Holley

Go and get some more dents, Mater.

Holley
[Mater bursts out of Big Ben and starts speeding to the pits]

So, we’ll be okay? Really?

He wouldn’t have left if I’d told him the truth.

[The clock goes downward]

Argh! Being killed by a clock. Gives a whole new meaning to “Your time has come.”

Holley
[At this mention, Holley gets an idea]

Time? That’s it!

[Holley spies a gear box at 20ft down. She fries her electroshock device, but she misses. She recoils them back.] [captured with Holley in the Big Bentley clock]

What are you doing?

Holley

Trying to turn back time.

Holley
[The clock goes downward even more]

If I can just reverse the polarity...

[Holley’s electroshockers strikes the gear box, and Big Ben begins moving backwards]

Good job! Quick thinking, Holley!

Mater
[As Big Ben goes backwards even more, Mater zooms toward London]

What’s everybody on the wrong side of the road for?

Holley
[Finn and Holley are moving in the opposite direction, toward ANOTHER GEAR! And it's going FASTER. They're seconds from a crushing death...]

Oh, no!

Drive!

[Finn and Holley drive fast as they can]

Burn rubber!!

[Finn and Holley drive harder, separating both bumpers with enough room for the gear to SNAP THEIR ROPES! Finn and Holley's tires spin, they both LAUNCH off in opposite directions, and LAND HARD on opposing platforms.]

We’ve got to get out to the course! Calculate the fastest way to...

Holley
[wings are suddenly appearing out of her]

Done!

[impressed]

Oh, Miss Shiftwell.

Holley

They're standard issue now.

You kids get all the good hardware.

Holley
[They turn to leave, but when they stop, they see something. It's an air filter on the ground.]

Oh, no. That’s Mater's.

I knew his escape was too easy.

Mater

Holley! Finn! Where are we?

We're in London, Mater. Inside Big Bentley.

Mater
[Mater, tied up in ropes, suddenly drops, the clock's gears lowering him several meters; a gear Finn and Holley tied in brings them closer to an intersecting gear]

Oh, this...this is all my fault.

Don't be a fool, Mater.

Mater

But I am, remember? You said so.

When did I-? Oh. Mater, I was complimenting you on what a good spy you are.

Mater
[angrily]

I'M NOT A SPY! [this echoes throughout the clock; slumps in defeat] I've been tryin' ta tell you that the whole time. I really am just a tow truck.

Holley
[taking this in]

Finn, he's not joking.

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
[Grem and Acer arrive on a lift, roll into view on a catwalk]

Good, you're up!

Acer

And just in time.

Grem

Professor Z wanted you to have a front row seat for the death of Lightning McQueen.

Mater

He's still alive?

Acer
[whips a sheet away for the WGP Camera in the clock's face]

Not for much longer.
[Mater suddenly drops more towards the gears; the gear Finn and Holley tied in brings them closer to the intersecting gear that would crush them]

Holley

So, Mater, it's voice-activated. But you know, everything's voice-activated these days.

Mater

What? I thought you's supposed to be making me a disguise!

Voice recognized, disguise program initiated. [uses a hologram to make Mater look like Ivan, an evil tow truck]

Mater

Ha ha. Cool! Hey, Computer. Make me a German truck.

Request acknowledged. [Mater wears a funny German costume with a green hat]

Mater

Check it out! I'm wearing Materhosen! Make me a monster truck!

Request acknowledged. [Mater wears a vampire costume]

Mater

What the? [Transylvanian accent] Ha-ha-ha-ha. I vant to siphon your gas! [normal accent] Ha, ha! Now make me a taco truck!

Request acknowledged. [Mater becomes a white taco truck, and his horn plays "La Cucaracha"]

Mater

A funny car!

Request acknowledged. [Mater becomes painted yellow with red flames, hot rod exhaust pipes, a hot rod engine, and a spoiler. Mater revs his engine a few times, enjoying the disguise, until Finn turns it off]

The idea is to keep a low profile, Mater.

[in his disguised voice as the Lemon Mastermind]

Welcome, everyone, I wish I could be with you on this very special day, but... my clutch assembly broke. You know how it is.

Tubbs

Been there.

Forget about it.

We know how you feel.

Descramble that voice!

Holley

I’m trying... Oh, it’s too sophisticated!

We are here to celebrate. Today, all your hard work pays off. The world turned their backs on cars like us. They stopped manufacturing us, stopped making our parts. The only thing they haven't stopped doing is laughing at us. They've called us terrible names - jalopy, rust bucket, heap, clunker, junker, beater, wreck, rattletrap, lemon. But their insults just give us strength. Because today, my friends, that... all... ends!

[Due to Grem and Acer's camera-disguised weapon, Carla Veloso crashes on the track]

There's smoke on the Casino Bridge!

David

Oh, no!

Brent

It's Carla Veloso, the Brazilian race car!

[She skids straight into the wall on the viaduct]

What just happened?

Holley

I'm working on it.

They laughed at us, but now it's our turn to laugh back.

David
[Suddenly, Nigel Gearsley’s engine explodes due to the weapon]

Another crash! It's number 9, Nigel Gearsley!

[He skids straight into the wall on the viaduct, next to Veloso]

Embrace your inner Lemon. Let it drive you.

Holley?

Holley

I’m detecting an extremely strong electromagnetic pulse. Finn, it’s the camera!

Where?

Holley

On the tower!

[Grem pushes the emitter's lever to 75% power, and aims it at Shu Todoroki]

No!

Long live Lemons!

Brent
[Suddenly, Shu Todoroki's engine explodes due to the weapon]

Oh, number 7 is loose! Shu Todoroki!

Holley
[Miguel Camino tries to brake, but crashes into Todoroki. Then, Max Schnell tries to brake, but crashes into the two. After that, Raoul ÇaRoule and Rip Clutchgoneski try to brake, but they also crash into the three. Jeff Gorvette and Lewis Hamilton brake just in time, leaving them as the only survivors. Holley watches in shock.] [Gasps after spotting Finn taken away by the helicopter]

Finn?

Brent

Bumper to bumper as they approach the finish line! McQueen's the winner! Francesco’s second! They have no idea what happened behind them.

Ugh! This is impossible!

That’s what I’m talking about! Ka-chow! [Ambulances sirens] Wh- What happened? Where are all the other cars?

What is going on?

[They look at car crashes on the TV screens]

Oh, no!

Brent
[A chopper is then seen rushing towards the scene, as the press surrounds Axlerod] [on TV]

Sir Axlerod, is the final race in London still going to take place?

[on TV]

I suppose that... [sighs] Look, the show must go on, as they say. But now is not the time to talk about...

I can't believe this is really happening!

Shh! Quiet!

Brent
[on TV]

And allinol? Will you require all the racers to still run on allinol?

[chuckles]

Here it comes!

[on TV]

I cannot, in good conscience, continue to risk the lives of any more race cars. The final race will not be run on allinol.

Lemons
[cheering]

Ah-ha-ha! Ha-ha! [continue cheering]

Brent
[on TV, to the TV viewers]

There you have it, a clearly devastated Sir Miles Axlerod announcing that he will not require the cars to use allinol for the final race.

Prof. Z
[as casino staff pop lemonade corks]

A toast! To the death of allinol and alternative fuel forever!

Holley
[rushing away from the casino]

Mater, abort the mission! They've got Finn. Get out of there. Get out of there right now!

Ivan
[Suddenly, she stops after turning a corner revealing several angry black Hugos in front of her; she gasps] [appearing behind Holley]

How is your grandfather?

All cars
[The camera shows the lemons inside the casino are cheering, while Mater, who is now all on his own, is about to leave.] [chanting]

Long live lemons!

Alex

Isn’t this a great party, Ivan, huh?

Mater

Oh yeah, it’s unbelievable.

Alex

You’re not leaving, are you?

Mater

Uh, of course I’m not leaving.

[on TV]

Just in shock like everybody...

Mater

McQueen?

[on TV]

Crashes are a part of racing, I know, but something like that should never happen.

[on TV]

They're letting you choose your fuel for the final race. Do you have any idea what it's gonna be?

[on TV]

Allinol.

Lemons
[all gasp]

What?!

Did he just say Allinol?!

[on TV]

After today?

[on TV]

My friend Fillmore says the fuel's safe. That's good enough for me. I didn't stand by a friend of mine recently. I'm not gonna make the same mistake twice.

Brent
[on TV]

So a surprising revelation from Lightning McQueen. He will use allinol in the final race, despite what occurred today.

Prof. Z
[listening to the mastermind on the telephone]

Yes, sir.

[indistinctly]

...Till Lightning McQueen is dead!

Prof. Z

Of course. [to his fellow Lemons] Allinol must be finished for good. McQueen cannot win the last race. Lightning McQueen must be killed!

Mater

No! [quickly backs up and the emergency light gets bashed by one of the televisions. The bash causes the device to malfunction, as the disguise changes into taco truck form, with his horn playing "La Cucaracha" as several tacos fall out.]

Prof. Z
(Huh?) [It cycles through his other forms: Dracula, funny car, lederhosen, before finally showing Mater's true form, as he nervously smiles; alarmed]

It's the American spy!! [the Lemons all draw their weapons]

Mater

Dad-gum!

Gatling gun, request acknowledged. [two Gatling guns appear out of Mater's sides]

Prof. Z

DOWN!!! DOWN!!! EVERYBODY, DOWN!!!!

Mater

Shoot. I didn't mean--

Request acknowledged. [Mater's guns fire madly, shooting everything in the room as the Lemons drive for cover. The force of the guns makes Mater back out of the room and onto the balcony]

Mater

Whoa, whoa, whoa! Wait!! I didn't mean that kind of "shoot"!

Correction acknowledged. Deploying chute. [a parachute appears out of Mater's back]

Mater

Whoa-a-a! [carries him into the air. The Lemons watched as Mater go high up in the air and saw McQueen onstage] McQueen! [spots a motorboat and hook onto it.]

Boat

Whoa! What's this?!

Mater

Whoa!

Boat

Yah!

Mater
[sees McQueen onstage]

McQueen! McQueen! Whoa!

Mater
[Suddenly, his tow cable comes off the boat, causing him to fall.]

Aah! [hits the leaves of a palm tree, then a hotel sign, and is about to hit a market stall]

Market Seller

Waagh! [gets hit as the screen goes black]

Mater

Let me through! Let me through! [covered in Francesco memorabilia and palm leaves, Mater skids to a halt at the media's entrance] You gotta let me in! I gotta get through to warn McQueen!

Italian Security #1

You cannot-a come through here! Back up, signore.

Italian Security #2
[into a walkie-talkie]

We have a lunatic at Gate 9...

Mater

No, listen! I was disguised as a tow truck to infiltrate this Lemonhead meetin' and my weapons system misinterpreted what I was sayin'!

Italian Security #2

I repeat. Lunatic at Gate 9.

Mater
[looks past the gate]

McQueen! McQueen!

Press

You are the champion!

Press Liaison

Right this way, signore.

Mater

McQueen!

Mater?

Mater

McQueen!

Press

Give us a pose!

Mater

McQueen!

Italian Security #1

Back up, sir.

Italian Security #2

Stop moving! Stop!

Italian Security #1
[Mater darts around the securities and speeds towards the press surrounding McQueen, all his decorations dropping off]

Hey, hey, hey! Where are you going? Oy! Stop! Ferma li!

Mater

McQueen!

That really sounded like Mater. Mater?

Press Liaison

Signore...

Mater

McQueen! They're gonna kill you!

Mater!

Press Liaison

Signore, please...

[moves through the press crowd]

Uhhhh... scusi, scusi.

Press Liaison

No, no, where are you going?! Please, Mr. McQueen!!

Scusi. Mater!

Mater

McQueen!

Scusi... Mater! Mater! Mater, I'm so glad to see you. I'm so sorry--

Ivan

Lightning McQueen! I am a huge fan!

[surprised]

Oh, I'm sorry. I thought I heard--

Ivan

Yes, but that was me. I said, "You killed out there today." You're the best.

What? Oh. I mean, thanks.

Press Liaison

Right this way, signore.

[pushed back in the other direction]

I-I really thought I heard my friend.

Ivan

In England, you'll be finished. At the finish line.

Wait, what?

Press Liaison

Please, uh, the world press is waiting. You come-a with me, please.

Mater
[Mater, now bound and with his mouth taped, is pulled away and thrown into the back of a transport vehicle. He lands hard on his side, spitting out his tape]

Let me go!

Prof. Z

You actually care about that race car. A pity you didn't warn him in time.
[The transport vehicle's door shuts, trapping Mater inside, and blacks him out with sleeping gas]

Grem

I got to admit, you tricked us real good.

Acer

And we don't like being tricked. [Rod chuckles] Hey! What's so funny?

Rod Torque Redline

Well, you know, I was just wearing a disguise. You guys are stuck looking like that. [Grem pushes a lever, turning the magnet off, and causing Rod to land on a small platform, where one of the Lemon Cars pushes a fuel tank of Allinol towards him.] Allinol? Thanks, fellas! I hear this stuff is good for you.

So you think Allinol by itself is good for you. [presses a button, which causes some cylinders attached to the platform to turn Rod's rear tires and make whirring sounds as his status bar shows his speedometer going up] But after microscopic examination, I have found that it has one small weakness. When hit with an electromagnetic pulse, it becomes extremely dangerous.

Grem
[moves a camera-disguised EMP generator forward]

Smile for the camera.

Rod Torque Redline

Is that all you want? I got a whole act.

You were very interested in this camera on the oil platform. Now you will witness what it really does.

Rod Torque Redline

Whatever you say, Professor.

Acer
[as a Pacer comes up with a TV screen showing a picture of Rod with a Japanese pink car while in disguise]

You talked up a lot of cars last night. Which one's your associate?

Rod Torque Redline

Your mother. Oh, no, I'm sorry, it was your sister. You know, I can't tell them apart these days.

Grem

Could I start it now, Professor Z?

Go 50% power. [Grem then pushes a lever beneath the EMP generator that causes the lens to light up and make whirring sounds, going to 50% power] The camera is actually an electromagnetic pulse emitter.

Acer
[showing Rod a picture of him with Shigeko]

What about her? Did you give it to her?

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. [While Zündapp is talking, Rod's engine is heard cracking, then the oil is heard flowing.]

Acer
[showing Rod a picture of him with a Japanese red Ferrari at a sushi stand]

How about him? Did you talk to him?!

Rod Torque Redline
[as smoke gets emitted from his tailpipes]

What do I care?! I can replace an engine block

You may be able to, but after full impact of the pulse, [as Grem pushes the generator's lever to 75% power] unfortunately, there will be nothing to replace.

Acer
[showing Rod a picture of him With Mater in the bathroom]

How about him? Does he have it?

[Rod trembles upon seeing the image, which Zündapp then notices and looks at the picture.]

That's him. He's the one.

Grem

Roger that Professor Z.

Rod Torque Redline
[last words]

NO!

[through cell phone to the Lemon Kingpin]

Yes, sir, we believe the infiltrator has passed along sensitive information.

Lemon Kingpin
[through phone]

Right away!

I will take care of it before any damage can be done. [hangs up] The project is still on schedule. You will find the second agent and kill him. [Zündapp then pushes the generator's lever to 100% power, which the screen then shows the picture of Rod and Mater, zooming in as a reflection of Rod is shown, shaking as the generator's electromagnetic pulse gets more powerful, before he finally explodes, cut into the screen shows a distant view of Mount Fuji and a Japanese tower while the WGP theme begins]

Japan, land of the rising sun, where ancient tradition meets modern technology. Welcome to the inaugural running of the World Grand Prix. I'm Brent Mustangburger, here with racing legends Darrell Cartrip and David Hobbscap. There's never been a competition like this before. First, Allinol, making its debut tonight as the required fuel for all these great champions. Second, the course itself, and it's like nothing we've ever seen before. David, how exactly does this competition work?

Well, Brent, all three of these street courses are classic round-the-house racetracks. [the camera shows the labelled in Japan, Italy and England] This means that the LMP and Formula cars should break out of the gate in spectacular fashion. Look for Francesco Bernoulli in particular to lead early. And with a series of technical turns throughout GT and Touring cars, like Spain's Miguel Camino should make up some ground, but I doubt it'll be enough to stop Francesco from absolutely running away with it.

Whoa, now just hold your horsepower. You're forgetting the most important factor here: that early dirt track section of the course! The dirt is supposed to be the great equalizer in this race.

French Rally Car Raoul ÇaRoule Is Counting On A Big Boost Headed Through There.

And Don't Forget Lightning McQueen, His Mentor The Hudson Hornet Was One Of The Greatest Dirt Track Races Of All Time In My Opinion, McQueen Is The Best All Round Racer In This Competition.

Really, Darrell, I think you need to clean your windshield. You're clearly not seeing this for what it is: Francesco's race to lose. [The WGP racers roll into the starting line to prepare to race.]

It's time to find out. The racers are lockin' into the grid.

[closes his eyes as a pre-race ritual]

Speed. I am speed.

[laughs mockingly]

Really? You are speed? Then Francesco is triple speed. [closes his eyes] Francesco is triple speed. Oh-ho! Francesco likes this, McQueen. It's-a really getting him into the zone! [revs his engine]

[complains about Francesco]

He is so getting beat today. [revs his engine; the lights turn from red to green, and the first race is underway; one Set Of Red Lights Turns On One-By-One Before Another Set Of Lights Beneath It Turns Green, The Races Start The First Lap With Raoul ÇaRoule & Miguel Camino Leading Through The Narrow Streets Of Tokyo Before Raoul Gets Overtaken By Max Schnell, Carla Veloso, & Miguel Gets Overtaken By Jeff Gorvette, Shu Todoroki, Lightning McQueen, Francesco Bernoulli, Nigel Gearsley, Lewis Hamilton, & Rip Clutchgoneski Behind Him As McQueen & Francesco Make Their Moves Around Jeff, Carla, Raoul, & Max Which Francesco Takes The Lead With McQueen And Go Around The First Corner].

John Lassetire

Jeff, Your Tires Are.

Bruno Motoreau
[Mumbling To Raoul]

.

Mach Matsuo
[Mumbling To Shu]

.

Giuseppe Motorosi
[Mumbling To Francesco]

.

Sarge

Your Suspension Sets Look Good.

Luigi

Tire Pressure Is Excellent!

He's Got Plenty Of Fuel.

Mater

And He's Awesome.

Crowd
[Chanting And Clapping]

McQueen, McQueen, McQueen! [The Screen Shows Finn & Holley Inside A Building Overlooking The Pit Road And Have Their Eyes On Mater, Who Is Wearing A Headset].

Holley Shiftwell

Why is he in the Pits? He's so Exposed.

It's His Cover, One Of The Best I've Seen Too. Look at the detail on the rust; it must have cost him a fortune.

Holley Shiftwell
[Using Her On-Board Computer Dual Trackball Platforms]

But Why Hasn't He Contacted Us Yet?

There's Probably Heat On Him: Be Patient.

Holley Shiftwell

Right, Of Course, He'll Signal Us When He Can.

And Then We Find Out Who's Behind All This.

[Announcing]

As They Head Into The Palace Hairpin, Francesco Builds An Early Lead.

Ah Hang On Boys, Here Comes The Dirt, Slipping And Sliding Baby.

Mater

McQueen, It's Time To Make Your Move. Get On The Outside And Show Them What Doc Taught You.

10-4 Mater.

[As Francesco Struggles To Brake On The Dirt]

Oh Boy, Francesco's Brought To A Screeching Halt!

[As McQueen Uses Doc's "Turn Right To Go Left" Trick To Overtake Francesco]

Lightning McQueen Is The First To Take Advantage And Just Like That, Folks, Francesco's Lead Is Left In The Dust.

Nice call, Mater. Keep It Up.

Acer

It's Finn McMissile! But you're dead!

Then this shouldn't hurt at all. [sprays both Acer and Petey with a fire extinguisher, blinding them]

[to Holly Shiftwell; ?]

Have you lost your mind?!

Holly Shiftwell

But I Thought—

Mater, This Chap Needs A Tow. Hook Him Up.

Mater

Well Sure Thing.

Tomber

You Rusty Piece Of Junk, Get Your Dirty Hook Off Me!

[Speaks In French To A Car In The Garage]

Allez, Maintenant - Vite!
[The Car In The Garage Fless As Holley, Mater, & Tomber Enter, Who Angrily Talks In French As Finn Closes The Garage Door So To Keep Anyone From Coming In] .

Tomber
[Gets Released By Mater]

Electroshock! Are You Kidding Me?!

Easy Tomber. This is her field assignment; she didn't know you were my informant.

Holley Shiftwell

Informant?

Tomber

A rookie? Huh, I Never Liked New Car Smell.

Holley Shiftwell
[Grumbles]

.

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 Shiftwell

All Right We Get It, You Both Know Each Other You're Both Old, So Here You Go Informant: Inform Us.

Tomber

Beuck, that is the worst motor ever made. [Gasps] Wait, That Oil Filter, Those Wheel Bearings.

Do Those Parts Look Familiar, Tomber?

Tomber

They Should. I Sold Them.

Holley Shiftwell

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.

Mater

Well, a lemon needs parts. Ain't Nothing Truer Than That.

Mater

Yeah You Know, Cars That Don't Ever Work Right, Lemons Is A Tow Truck's Bread And Butter Like 'Em Gremlins & Pacers We Run Into At The Party & The Race & The Airport.

Holley, Pull Up The Pictures From The Oil Platform; I Want To Know What Other Type Of Cars Were Out There.

Holley Shiftwell

Right Let's See Um, There Were Hugos & Trunkovs.

Mater, Are These Cars Considered Lemons?

Mater

Is The Popmobile Catholic?

Holley Shiftwell

Finn, Everyone Involved In This Plot Is One Of History's Biggest Loser Cars.

And They're All Taking Their Orders From The Car Behind This Engine.

Tomber

Ah, This Explains It!

What Tomber?

Tomber

Gremlin, Pacer, Hugo, & Trunkov Never Get Together, But They Are Having A Secret Meeting In Two Days.

Where's This Meeting Taking Place?

Tomber

Porto Corsa, Italy.

Mater

That's Where The Next Race Is!

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.

Holley, Contact Stephenson And Have Him Meet Us At Gare De Lyon. Good Work. [Mater & Tomber Smiled And Nodded At Each Other Respectfully, They're On A Electric Bullet Train Named Stevenson Who Sped Through A Snowly Countryside Into A Tunnel And Watch Footage Of Each Lemon With Black Bodyguards Of Their Basis Who Hold Up Other Cars So They Can Past At The Traffic Lights].

Mater

Boy I'll Tell You What That Three-Wheeled Feller Had To Be Right About A Big Meeting, You Never See This Many Lemons In One Town; 'Less There's A Swap Meet Or Something. [To Holley] Hey, How'd You Get All Them Pictures?

Holley Shiftwell

Well I Remotely Reprogrammed Porto Corsa's Red Light Cameras To Do Recognition Scans.

Mater

Wow, not only are you the prettiest car I Ever Met, but you're the smartest too.

Holley Shiftwell

Thank You I Think.

Mater
[Noticing A Blue Tow Truck Towing A Yellow Hugo In The Hugo Group]

That's A Familiar Sight A Hugo Being Towed, But He Looks Absolutely Perfect!

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!

We've Got To Infiltrate That Meeting; It's The Only Way To Find Out Who's Behind All This.

Holley Shiftwell

Hang On Minute.

Mater

What?

Holley Shiftwell
[Takes A Picture Of Mater]

Hold Still.

Mater
[Affected By The Flash Of The Camera]

Ow! [Holley Connects Her Telescoping Utility Arm Into The Monitor And Moves The Image Of Mater's Front Over The Blue Tow Truck As Well As Making It Turn To Blue, Showing That They Look Similar].

Ah-Ah, Good Job Miss Shiftwell.

Holley Shiftwell

Thank You Finn.

Mater

Boy, I Sure Wish My Friends Could See Me Now.

Mama Topolino
[At Luigi & Guido's village in Italy, Uncle Topolino talks to Lightning about his recent tiff with Mater] [Speaks In Italian]
Uncle Topoline

She Said You Look Like You Are Starving That She's Gonna Make You A Big Meal And Fatten You Up.

Oh No, Mama Topolino, please, You Don't Have To Make A Fuss.

Uncle Topolino

Capisco, I Understand. Is A Problem Yes Between You & A Friend?

How Did You Know That?

Uncle Topolino

A Wise Car Hears One Word And Understands Two That And Luigi Told Me. [McQueen Gives A Smug Look] While Mama Cooks, Come And Take A Stroll With Me.

I Brought My Friend Mater Along On The Trip, And I Told Him He Needed To Act Different Than We Weren't In Radiator Springs.

Uncle Topolino

This Mater Is A Close Friend?

He's My Best Friend.

Uncle Topolino

Then Why Would You Ask Him To Be Someone Else?

[Thinking For A Moment]

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. They fight over what Ferrari was the best Ferrari, which one of them looked more like a Ferrari. There were even some non-Ferrari fights. So, tell me them, va bene! It's okay to fight. Everybody fights now and then, especially best friends. But you gotta make up fast. No fight more important than friendship. Chi trova un'amico, trova un tesoro.

What does that mean?

Mama Topolino

Whoever finds a friend, finds a treasure. Now mangia, eat!

[Miles, a.k.a. the Lemon Kingpin, assembles his cohorts during the penultimate World Grand Prix race] [disguised voice]

Welcome, everyone. I wish I could be with you on this very special day, but... my clutch assembly broke. You know how it is.

Tubbs Pacer

Been there.

Forget about it.

We know how you feel.

Descramble that voice.

Holley Shiftwell

I'm trying. Oh, it's too sophisticated!

We are here to celebrate. Today, all your hard work pays off. The world turned their backs on cars like us. They stopped manufacturing us, stopped making our parts. The only thing they haven't stopped doing is laughing at us. They've called us terrible names: jalopy, rust bucket, heap, clunker, junker, beater, wreck, rattletrap, lemon. But their insults just give us strength. Because today, my friends, that... all... ends! [Carla Veloso blown engine]

We're smoke! Where the casino bridge!

Oh No!

[worried]

It's Carla Veloso the Brazilian racecar!
[Carla Spins Around And Bumps Off The Side Of The Bridge As Finn & Holley Saw This From Afar] .

What just happened.

Holley Shiftwell

I'm working on it.

[On TV]

Crashes Are A Part Of Racing, I Know, But Something Like That Should Never Happen.

[On TV]

They're Letting You Choose Your Fuel For The Final Race. Do You Have Any Idea What It's Gonna Be?

[On TV]

Allinol.

Lemons
[Gasps]

What?!

Did He Just Say Allinol?!

[On TV]

After Today?

[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 TV]

So, a surprising revelation from Lightning McQueen: he will use Allinol in the final race despite what occurred today.

Lemon Kingpin
[Through The Telephone]

Till Lightning McQueen Is Dead!

Of Course. [The Phone Call Ends] Allinol Must Be Finished For Good. McQueen Cannot Win The Last Race. Lightning McQueen Must Be Killed!

Mater

No!
[Mater Bumps Into A TV Which Breaks His Special Siren Light, He Turns Into All The Silly Disguises And Turns Normal] .

It's The American Spy!!!
[The Lemons Aim Guns At Him] .

Mater

Dad-Gum!

[Gets The Gatling Guns Out Of Mater's Bodywork]

Gatling Gun: Request Acknowledged.

Mater

Let Me Go!

You Actually Care About That Race Car: A Pity You Didn't Warn Him In Time.
[The Transport Vehicle's Door Shuts, Trapping Mater Inside And Blacks Him Out With Sleeping Gas] .

Mater
[From Off-Screen]

Idiot, Is That How You See Me?

[From Off-Screen]

That's How Everyone Sees You, 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... [Echoes].
[Mater Opens The Door Like Gates Of Heaven, The First Flashback In Crowd In Tokyo, Japan] .

Mater
[Been Leaked On The Stage]

But I Never Leak Oil Never!

Mater, you have to get a hold of yourself; you're making a scene!

Mater
[At The Sixth Flashback...] [Noticed His Friend's Angry Glare]

Wait A Minute, I Didn't Screw Ya Up Did I?

[Angrily]

I LOST THE RACE BECAUSE OF YOU!!

Mater

Maybe If I Talked To Somebody–

[Angrily]

I Don't Need Your Help! I Don't Want Your Help! [Echoes].
[Mater Sadly Lowers His Head And Hears The Words Echoed Around Him] .

Mater
[Banging The Gong As Random Cars Laugh]

Bang The Gong: Get It On!

[Voice]

Listen, This Isn't Radiator Springs. This Is Exactly Why I Don't Bring You Along To These Things!
[Watching in terror, he wakes up to find himself tied up above a set of cogs. As a bell chimes, he looks around the room filled with gears and sees Finn and Holley also tied up, dangling in the teeth of the gears next to him.] .

Mater

Holley! Finn! Where Are We?

We're In London Mater, Inside Big Bentley.
[The Camera Zooms Out To Show The Outside Of The Great Elizabeth Tower Where Big Bentley Is With The Clock Saying 3 O'Clock In The Afternoon, The Changes Shot To Show The Tower Next To The Houses Of Parliament As The Ropes Holding Mater & The Cages Unwind] .

Mater

Oh, this, this is all my fault.

Don't Be A Fool, Mater.

Mater

But I Am Remember, You Said So.

Where Did I? Oh, Mater, I Was Complimenting You On What A Good Spy You Are.

Mater
[Frustrated]

I'M NOT A SPY!!!! The voices echoed as Finn and Holley felt completely shocked.] I've Been Trying To Tell You That The Whole Time; I Really Am Just A Tow Truck.

Holley Shiftwell

Finn, He's Not Joking.

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.
[They Notice Grem & Acer Arrive In An Elevator] .

Grem
[To Mater, Holley and Finn]

Good, You're Up.

Acer

And Just In Time.

Grem
[Uncovers The EMP Generator]

Professor Z Wanted You To Have A Front-Row Seat For The Death Of Lightning McQueen.

Mater

He's Still Alive?

Acer

Not For Much Longer.

Sally Carrera

We Came As Soon As You Called.

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 Carrera

You Just Need To Focus On The Race.

I know, but, Sally, with everything going on, I'm not sure... Sir Axlerod.

Grem
[At the third and final race in London, Grem has the E.M.P. ray aimed at Lightning]

Here he comes.

[Mater watches horrified as Grem starts the Emitter at 100% power. The Emitter's red light glows brightly. The Emitter continues to aim at Lightning, but nothing happens to him and he continues racing]

What happened?

Grem

I don't know, Professor.

Acer

What did you do.

Grem

I didn't do nothing.

And Lightning McQueen Just Blasted Away, Hooked To The Now Rocket-Propelled Tow Truck.

Holley, I'll get Zündapp; you help Mater!

Holley Shiftwell

Got it!
[Holley flies right on top of Francesco, disorienting him] .

WHAT IS HAPPENING?! [Lets And Passes Through The Traffic And Raced Towards The Tower Bridge Where Tony Trihull Is Waiting For Him At The River Thames].

Tony Trihull
[last words]

Hurry Professor!

[to Professor Zündapp]

Ha! Do you really think I'm goin' to let you float away, Professor?!

Mater

McQueen, let go!

Never!

Blue Gremlin
[via headset]

Hey they're coming your way.

Grem
[last words]

Let's go.

Give it up, McMissile!! [But, like any other hero, Finn refuses to give up and launches bombs at Tony, who looks at them in horror. The bombs then explode massively, killing and destroying Tony once and for all, and Professor Zündapp is captured by Finn. Holley is then seen catching up to Lightning and Mater.]

Holley

Mater, stop!

Mater

No way! You could get hurt.

Holley
[gasps; sees Grem and Acer heading towards Lightning and Mater with guns drawn]

Oh, no. [She bumps into Grem and Acer]

Acer & Grem

AAH!

Mater

So, there we were, my rocket jets goin' full blast, McQueen hangin' on for dear life, when suddenly, them two nasty lemons come out of nowhere with guns drawn. 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 Shiftwell
[out of nowhere]

No, you're quite right. [landing] It does sound a bit far-fetched.

Mater

Holley! What are you doing here?

Holley Shiftwell

Hello, Mater! It's so good to see you again.

Mater

Finn!

Our Satellites Picked Up An Urgent Communiqué.

Luigi

So, you got-a my email.

Mater

Oh, man. Y'all is gon' have a great time. Everybody, this here's Finn McMissile. He's a secret agent. Don't tell nobody. And this is Holley Shiftwell. She's--

Holley Shiftwell

I'm Mater's girlfriend. It's so nice to meet you all.

Luigi
[Guido's jaw drops, his forks hit the ground in shock] [smiling]

Guido believe you now.

Flo
[Looking At Holley's Dent]

Whoa Honey, You Got A Nasty Dent There.

Holley Shiftwell

Yeah.

Van

Was That From When You Swooped In And You Saved Them In London?

Minny

Van!

Van

What, I'm Just Asking!

Flo

Ah, don't you worry, sweet pea. My Baby Ramone Can Get That Fixed Up For You In No Time.

Ramone

Yeah, sure thing, man. No problem, Just Let Me Go Get My Tools.

Holley Shiftwell

Oh-No-No, I-I'm Keeping That Dent; It's Way Too Valuable.

Mater
[Grins]

.

Lizzie

A Valuable Dent, Oh, She's As Crazy As Mater.

Mack

Oh Those Two Are Perfect For Each Other.

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...

Mater
[finishing his friend's question]

Explode in a fiery inferno?

We couldn't figure that out, either.

Holley Shiftwell

Our investigation proved that Allinol was actually gasoline, and Axlerod engineered it so when it got hit by the beam it would explode.

Wait a second, Fillmore; You said my fuel was safe.

[Everyone turns and curiously looks at Fillmore]

If you're implying that I switched out that rot-gut excuse for alternative fuel with my all-natural, sustainable, organic biofuel just because I never trusted Axlerod, you're dead wrong, man. It was him. [points to Sarge]

Sarge

Once big oil, always big oil... man.

Tree-hugger.
[The Camera Shows On A Banner Saying "Radiator Springs Grand Prix" Before Moving Down To Show Sheriff Slowly Driving Along The Main Road With The World Grand Prix Racers Behind Him With The Spectators Watching Beside Hay Bales Being Used As Barriers] .

The Radiator Springs Grand Prix Is About To Begin. All Spectators, Clear The Starting Line.

Lewis Hamilton

Man, I Can't Wait To Get Rocking; This Is Gonna Be Wicked!

Jeff Gorvette

Yeah, We Should Do This Every Year.

Yeah, 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 Likes It Like This Too.

Francesco, I'd Like You To Meet—

Signorina Sally, It Is Official, Lightning McQueen Is The Luckiest Car In The World.

Sally Carrera

Why Thank You. [Chuckles].

Other characters in Cars 2

More Emily Mortimer characters