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Cars 2 Movie Script

Writer(s) : Ben Queen

Genres : Action, Adventure, Animation

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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)
           Fragil�!? He calls Francesco
           fragil�? 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 �aRoule 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