FANDOM


MPW-60439
 A sleek British sports car talks directly to us in a
         pixilated, garbled video. He's OUT OF BREATH. Crates are
         visible behind him. We're in the shadowy bowels of a steel
         room.
                        
                         LELAND TURBO
          This is Agent Leland Turbo. I have
          a flash transmission for Agent Finn
          McMissile.
                        
         SUPERIMPOSE OVER BLACK: WALT DISNEY PICTURES PRESENTS
                        
                         LELAND TURBO
          Finn. My cover's been compromised.
          Everything's gone pear-shaped.
                        
         SUPERIMPOSE OVER BLACK: A PIXAR ANIMATION STUDIOS FILM
                        
                         LELAND TURBO
          You won't believe what I've found
          out here.
                        
         He angles our camera view, reveals a PORTHOLE through which
         we can see flames rising in the distance.
                        
                         LELAND TURBO
          This is bigger than anything we've
          ever seen. And no one even knows it
          exists. Finn, I need backup. But
          don't call the cavalry - it could
          blow the operation. And be careful.
          It's not safe out here!
                        
         ANGRY VOICES O.S. Time for Turbo to go.
                        
                         LELAND TURBO
          Transmitting my grids now. Good
          luck!
                        
         Coordinates appear: 40 6.80' N - 172 23.84' W
                        
         TITLE CARD: CARS 2
                        
                        
         EXT. SOMEWHERE IN THE NORTH PACIFIC - NIGHT
                        
         A TINY CRAB BOAT (CRABBY) crests over massive swells.
                        
                         CRABBY
          Alright buddy, we're here. Right
          where you paid me to bring you.
          Question is, why?
                        
         A metallic blue sports car, circa the `60s, emerges from the
          2.
                        
                        
         shadows. Cagey, smooth, he'd turn heads driving through any
         intersection in the world. Meet FINN MCMISSILE.
                        
                         FINN
          I'm looking for a car.
                        
                         CRABBY
          A car? Hey pal, you can't get any
          further away from land than out
          here.
                        
                         FINN
          Exactly where I want to be.
                        
                         CRABBY
          Well I got news for you, buddy.
          There's nobody out here but us.
                        
         Suddenly, a HORN -- a COMBAT SHIP, the size of most cruise
         ships. FINN quickly backs into the shadows, out of sight.
                        
                         COMBAT SHIP
          What are you doing out here?
                        
                         CRABBY
          What does it look like, genius? I'm
          crabbing!
                        
                         COMBAT SHIP
          Well turn around and go back where
          you came from.
                        
                         CRABBY
          Yeah? And who's gonna make me?
                        
         A laser sight hits Crabby between the eyes.
                        
                         CRABBY
          Alright, alright! Don't get your
          prop in a twist.
          (as he turns to leave)
          What a jerk. Sorry, buddy. Looks
          like it's the end of the line.
          Buddy?
                        
         ON CRABBY'S DECK: Finn is gone.
                         CUT TO:
                        
         FINN - He HANGS off the side of COMBAT SHIP, clandestine.
                        
         We're with Finn as the ship continues on, cuts through the
         darkness with purpose. Suddenly small flames appear, perhaps
         a knot or so away. Then WHOOSH!!! A flame rises above Finn,
         the ship. It illuminates an OIL DERRICK.
          3.
                        
                        
         THWAP! Finn fires a GRAPPLING HOOK to the derrick and SWINGS
         toward it. He's going to SLAM into the side with brute force
                        WHEN ---
                        
         --- HIS TIRES sprout a magnetic exoskeleton. He STICKS to the
         derrick and now DRIVES VERTICALLY UP UP UP...
                        
         From this vantage point, hundreds of derricks appear.
                        
         EXT. PLATFORM - OIL DERRICK - MOMENTS LATER
                        
         Finn approaches a loading bay from above, hides. He watches
         as GREMLINS, PACERS and assorted other cars scurry about.
                        
          FINN (INTO RADIO)
          Leland Turbo, this is Finn
          McMissile. I'm at the rally point.
          Over.
                        
         No response.
                        
          FINN (INTO RADIO)
          Leland, it's Finn. Please respond.
          Over.
                        
         AN ACCESS DOOR OPENS LOUDLY below. A boxy, monacle-wearing
         German car enters. This is PROFESSOR OTTO ZUNDAPP.
                        
                         PROFESSOR ZUNDAPP
          (in German and English)
          Too many cars here. Out of my way!
                        
                         FINN
          Professor Zundapp?
                        
          PACER (O.S.)
          Here it is, Professor.
                        
         Zundapp approaches a NOSY PACER who idles next to a CRATE.
                        
                         NOSY PACER
          You wanted to see this before we
          load it?
                        
                         PROFESSOR ZUNDAPP
          Ah, yes. Very carefully...
                        
         A forklift opens the crate -- inside is a TV CAMERA, packed
         carefully in foam. Finn SNAPS PHOTOS FURIOUSLY.
                        
                         NOSY PACER
          Oh. A TV camera. What does it
          actually do?
          4.
                        
                        
                         PROFESSOR ZUNDAPP
          This camera is extremely dangerous.
                        
                         FINN
                         (TO HIMSELF)
          What are you up to now, Professor?
                        
         Finn, angling for a better view, FIRES SUSPENSION WIRES ---
                        
         --- which sail clear to the other side of the derrick ---
                        
         --- THOK! They hook tightly onto a steel girder.
                        
         Finn slides out ONTO THE WIRE like an acrobat, then expels
         another cross-wire for support.
                        
                         PROFESSOR ZUNDAPP
          This is valuable equipment. Make
          sure it is properly secured for the
          voyage.
                        
                         NOSY PACER
          You got it.
                        
         Finn LOWERS HIMSELF. He snaps more pictures.
                        
          GREM (O.S.)
          Hey, Professor Z!
                        
         Zundapp turns as a CRANE LOWERS A CAR-SIZED CRATE. GREM and
         ACER, an orange Gremlin and a green Pacer, flank it.
                        
                         GREM
          This is one of those British spies
          we told you about.
                        
                         ACER
          Yeah. This one we caught sticking
          his bumper where it didn't belong.
                        
         Finn PRODUCES SEMI-AUTOMATIC GUNS from his side, readies
         himself for a tag-team spy fight with his buddy Leland.
                        
                         PROFESSOR ZUNDAPP
          Agent Leland Turbo.
                        
         The crate is lifted, revealing a CRUSHED, CUBED Leland Turbo.
                        
         Finn's eyes go wide. Suddenly --- WHOOOSHHH! Another derrick
         flame rises behind him, casts a Finn-shaped SHADOW over the
         Professor. He looks up.
          5.
                        
                        
                         PROFESSOR ZUNDAPP
          It's Finn McMissile! He's seen the
          camera! Kill him!!
                        
         Finn UNLOADS with bullets as he starts to retreat --- He
                        STOPS:
                        
         BAD GUY CARS are waiting for him on the catwalk where he just
         came from - BLOWTORCHES ready.
                        
         Finn, stuck in midair, notices an angry CRANE. Finn GRINS,
         having just found his escape.
                        
         THWAPTHWAPTHWAP!!! Finn releases three of his four cables,
         swinging, Indiana Jones-style on the last one TOWARD THE
                        CRANE ---
                        
         --- where he lands on its BOOM, drives UP and LAUNCHES OFF IT
         where he LANDS - MOVING - onto another deck!
                        
         Finn now DRIVES, spraying oil and screeching around corners.
         A GREMLIN in pursuit hits the oil patch, loses control ---
                        
         --- and PLUMMETS OFF the side of the rig!
                        
         The Gremlin FALLS... it's like an eternity...
                        
         He smashes into the water and breaks into a million pieces.
                        
         ON FINN - Now set upon by 20 or 30 MORE pursuing cars. He has
         nowhere to go but UP UP UP a ramp toward the helipad. He
         spies some GASOLINE BARRELS, fires a SINGLE BULLET which cuts
         through its leather straps, sending barrels DOWN the ramp,
         PAST FINN ---
                        
         --- PAST the pursuing CARS ---
                        
         --- to the bottom where they EXPLODE in a CHAIN REACTION back
         UP THE RAMP, taking out at least 15 CARS!
                        
         ON THE HELIPAD - Finn blasts into view, pulls to a stop. No
         more road. Nowhere else to go.
                        
         The 20 BAD GUY CARS that are still in pursuit surround him,
         fire up their blowtorches. About to pounce.
                        
         Finn GRINS. The second time we've seen this grin. It means
         he's got something cooking.
                        
         Finn's REVERSE LIGHTS appear. He DRIVES BACKWARD off the edge
         of the helipad to the SHOCK of the other cars.
                        
         Finn falls. He turns himself so he's grill first, cleanly
         cutting into the water.
          6.
                        
                        
         He EMERGES, now sprouting HYDROFOIL and speeds away.
                        
                         GREM
                         (NONPLUSSED)
          Get to the boats.
                        
         THE BOATS - an army of combat ships quickly DROP into the sea
         and CHURN WATER with unprecedented fury as they quickly make
         up the distance between them and Finn, FIRING BULLETS as they
         do so.
                        
                         ACER
          He's getting away!
                        
                         COMBAT SHIP
          Not for long.
                        
         The LEAD COMBAT SHIP quietly drops a TORPEDO into the water.
         It skips along, connecting with Finn in his rear and
         EXPLODING with such force that water skyrockets into the
         night clouds.
                        
         UNDERWATER - McMissile SINKS. Then, he blinks. He GRINS.
         We're starting to like this grin and what follows it. He now
         CONVERTS into a submarine. From his trunk he releases four
         DECOY tires which float to the surface like body parts.
                        
         ON THE DERRICK - Professor Zundapp watches it all from far
         away.
                        
          GREM (OVER RADIO)
          He's dead, Professor.
                        
                         PROFESSOR ZUNDAPP
          Wunderbar. With Finn McMissile
          gone, who can stop us now?
                        
         EXT. RADIATOR SPRINGS - DAY
                        
         TOW MATER, a rusty tow truck, putters into view.
                        
                         MATER
          Mater. Tow Mater, that's who... is
          here to help you!
                        
         He approaches a broken-down sedan on the side of the road. He
         drives around to the front, catching OTIS' face for the first
         time.
                        
                         MATER
          Hey, Otis!
          7.
                        
                        
                         OTIS
          Hey, Mater. Gosh, I'm so sorry. I
          thought I could make it this time,
          but...
          (he tries to start his
          engine, stalls)
          Smooth like pudding, huh? Ah, who
          am I kidding? I'll always be a
          lemon.
                        
         Mater hooks his friend and starts towing him.
                        
                         MATER
          Well dadgum, you're leaking oil
          again. Must be your gaskets. Hey,
          look on the bright side: This is
          your tenth tow this month, so that
          means it's on the house.
                        
                         OTIS
          You're the only one that's nice to
          lemons like me, Mater.
                        
                         MATER
          Don't sweat it. These things happen
          to everybody, Otis.
                        
                         OTIS
          But you never leak oil.
                        
                         MATER
          Yeah, but I ain't perfect. Don't
          tell nobody, but I think my rust is
          starting to show through.
                        
         Mater and Otis drive past THE RADIATOR SPRINGS WELCOME SIGN.
         It has been amended to say: "Home of Lightning McQueen."
                        
                         OTIS
          Hey, is Lightning McQueen back yet?
                        
                         MATER
          Not yet.
                        
                         OTIS
          He must be crazy-excited about
          winning his fourth Piston Cup.
          Four! Wow!
          8.
                        
                        
                         MATER
          Yeah, we're so dadgum proud of him.
          But I sure wish he'd hurry up and
          get back `cause we got a whole
          summer's worth of best friend fun
          to make up for. Just me and --
                        
         Ahead of them, a half-mile off, a RED RACE CAR is visible.
                        
                         MATER
          --- McQueen!
                        
         Mater FLOORS IT, dragging poor Otis behind him.
                        
                         OTIS
          Uh, Mater? I'm in no hurry. You
          don't need to go so fast!
                        
         Boom! They hit a bump. Otis catches air.
                        
         EXT. RADIATOR SPRINGS - DAY
                        
         Lightning McQueen is surrounded by his hometown friends.
                        
                         LUIGI
          Oh, Lightning. Welcome home.
                        
                         FLO
          Good to have you back, honey.
                        
                         FILLMORE
          Congratulations, man.
                        
                         SARGE
          Welcome home, soldier.
                        
                         SHERIFF
          The place wasn't the same without
          you, son.
                        
                         LIZZIE
          What? Did he go somewhere?
                        
                         MCQUEEN
          It's good to be home, everybody.
                        
          MATER (O.S.)
          McQueen!
                        
         They all turn around, see Mater speeding into town, with Otis
         swerving behind him.
                        
                         MCQUEEN
          Mater!
          9.
                        
                        
                         MATER
          McQueen!
                        
         Mater skids into main street and in one swift motion,
         slingshots Otis forward ---
                        
                         OTIS
          Woaahhhhh!
                        
         --- right through Ramone's front door ---
                        
         INT. RAMONE'S - CONTINUOUS
                        
         --- where he lands perfectly on the hydraulic lift. Ramone
         lifts him up, routine.
                        
                         RAMONE
          Hey. How far'd you make it this
          time, Otis?
                        
                         OTIS
          Halfway to the county line.
                        
                         RAMONE
          Not bad, man.
                        
                         OTIS
          I know, I can't believe it either!
                        
         EXT. RADIATOR SPRINGS - CONTINUOUS
                        
                         MATER
          McQueen, welcome back!
                        
                         MCQUEEN
          Mater, it's so good to see you.
                        
                         MATER
          You too, buddy.
                        
         Mater and McQueen do an ELABORATE TIRE BUMP (fist bump
         style).
                        
                         MATER
          Oh, man. You ain't gonna believe
          the things I got planned for us.
                        
         Everyone watches as the tire bump continues.
                        
                         MACK
          (to Lizzie, an aside)
          These best friend greetings get
          longer every year.
          10.
                        
                        
                         MATER
                         (TO MCQUEEN)
          You ready to have some serious fun?
                        
                         MCQUEEN
          Well, actually I've got something
          to show you first.
                        
         INT. RADIATOR SPRINGS MUSEUM - DAY
                        
         CLOSE ON THE PISTON CUP. It has now changed, been adorned
         with a small likeness of Doc. It says "Hudson Hornet Piston
         Cup."
                        
                         MATER
          Wow. I can't believe they renamed
          the Piston Cup after our very own
          Doc Hudson.
                        
         McQueen and Mater are alone, the museum closed to the public.
         McQueen approaches a "Hudson Hornet" wall with Doc's three
         Piston cups, framed articles, other racing ephemera.
                        
                         MCQUEEN
          I know Doc said these things were
          just old cups, but to have someone
          else win it just didn't feel right,
          you know?
                        
                         MATER
          Well, Doc would've been real proud
          of you. That's for sure.
                        
         McQueen takes this in.
                        
         EXT. RADIATOR SPRINGS - LATER
                        
         McQueen and Mater exit the Doc Hudson Museum.
                        
                         MCQUEEN
          Alright, pal. I've been waiting all
          summer for this. What've you got
          planned?
                        
                         MATER
          You sure you can handle it?
                        
                         MCQUEEN
          Come on, you know who you're
          talking to? This is Lightning
          McQueen. I can handle anything.
          11.
                        
                        
         EXT. RADIATOR SPRINGS - DAY
                        
         Mater and McQueen roll on an old train track, their tires
         off. They're on their rims.
                        
                         MCQUEEN
          Uh.... Mater?!
                        
                         MATER
          Just remember, your brakes ain't
          gonna work on these!
                        
         As they head INTO A DARK TUNNEL ---
                        
          MCQUEEN (O.S.)
          Mater!
                        
          MATER (O.S.)
          Relax, these train tracks ain't
          been used in years!
                        
         From inside the tunnel a loud TRAIN HORN. The two friends
         emerge, going as fast as they can on train tracks, uphill,
         with no tires.
                        
                         MCQUEEN
          Come on, come on! Faster, faster!
                        
         Moments later a harmless GALLOPING GOOSE appears, oversized
         horn visible, cackling and laughing at his prank.
                        
         EXT. FIELD - OUTSIDE RADIATOR SPRINGS - LATER
                        
         An ENORMOUS EARTH MOVER sleeps. McQueen and Mater sneak up.
                        
                         MATER
          This is gonna be good!
                        
         They blow their horns and he TIPS OVER, tractor-tipping
         style. They LAUGH at the gag, but soon realize the earth
         mover's GIANT EXHAUST PIPE is directly above them.
                        
                         MATER
          Uh-oh. This ain't gonna be good.
                        
         The exhaust pipe BELCHES. McQueen and Mater are BLASTED out
         of view.
                        
         INT. RADIATOR SPRINGS - DUSK
                        
         The sun sets. McQueen and Mater roll into town. McQueen looks
         exhausted. Mater is still full of energy.
          12.
                        
                        
                         MATER
          Boy, this was the best day ever!
          And my favorite souvenir?
                        
         Mater proudly shows off a dent.
                        
                         MATER
          This new dent!
                        
                         MCQUEEN
          Boy, Mater. Today was, uh...
                        
                         MATER
          Shoot, that was nothing. Wait til
          you see what I got planned for
          tonight.
                        
                         MCQUEEN
          Mater, Mater. Whoa. I was kind of
          thinking of just a quiet dinner.
                        
                         MATER
          That's exactly what I was thinking.
                        
                         MCQUEEN
          No, I... I meant with Sally, Mater.
                        
                         MATER
          Even better! You, me and Miss Sally
          going out for supper.
                        
         McQueen pulls around in front of Mater, stops.
                        
                         MCQUEEN
          Mater, I meant it would be just me
          and Sally.
                        
                         MATER
          Oh.
                        
                         MCQUEEN
          It's just for tonight. We'll do
          whatever you want tomorrow.
                        
                         MATER
                         (DISAPPOINTED)
          Okay.
                        
                         MCQUEEN
          Thanks for understanding.
                        
                         MATER
          Yeah, sure. Y'all go on and have
          fun now.
          13.
                        
                        
                         MCQUEEN
          Alright, then. See ya soon, amigo!
                        
         McQueen drives off. Mater watches him go.
                        
         EXT. THE WHEEL WELL - NIGHT
                        
         It's been converted into a white-tablecloth restaurant, with
         cars dining al fresco and a hopping gastropub inside.
                        
         MCQUEEN AND SALLY have a prime table with a view of Radiator
         Springs and the starry night sky.
                        
                         SALLY
          This is so nice.
                        
                         MCQUEEN
          I can't tell you how good it is to
          be here alone. Just the two of us.
          Finally, you and me ---
                        
          MATER (O.S.)
          Good evening.
                        
         Mater is at their table, dressed as a waiter.
                        
                         MATER
          My name is Mater and I'll be your
          waiter.
                         (TO HIMSELF)
          Mater the waiter. That's funny
          right there.
                        
                         MCQUEEN
          Mater, you work here?
                        
                         MATER
          Well yeah I work here. What'd you
          think, I just snuck in here when
          nobody was looking and pretended to
          be your waiter, just so I could
          hang out with you?
                        
         McQueen and Sally exchange a look.
                        
                         MCQUEEN
          Oh, yeah. How ridiculous would that
          be?
                        
                         MATER
          Now, can I start you two lovebirds
          off with a couple drinks?
          14.
                        
                        
                         MCQUEEN
          Yes. I'll have my usual.
                        
                         SALLY
          You know what? I'm going to have
          that too.
                        
         Mater blinks.
                        
                         MATER
          Uh, right. Your usual.
                         CUT TO:
                        
         INSIDE AT THE BAR - Fillmore and Sarge watch as Guido mixes
         drinks, ala "Cocktail." Mater arrives.
                        
                         MATER
          Guido! What's McQueen's usual?
                        
                         GUIDO
          (in Italian, subtitled)
          How should I know?
                        
                         MATER
          Perfect! Give me two of `em.
                        
                         SARGE
          Quiet! My program's on.
                        
          MEL DORADO (O.S.)
          Tonight on "The Mel Dorado Show"!
                        
         ON THE BAR TV - "THE MEL DORADO SHOW," a cable talk show,
         begins with file footage of MILES AXLEROD, a sleek SUV.
                        
          MEL DORADO (ON TV)
          His story gripped the world! Oil
          billionaire Miles Axlerod, in an
          attempt to become the first car to
          circumnavigate the globe without
          GPS, ironically ran out of gas and
          found himself trapped in the wild!
                        
         We see images of newspaper headlines, search crews.
                        
          MEL DORADO (ON TV)
          Feared dead, he emerged 36 days
          later, running on a fuel he'd
          distilled himself from the natural
          elements! Since then he's sold his
          oil fortune, converted himself from
          a gas-guzzler into an electric car,
          and has devoted his life to finding
          a renewable, clean-burning fuel!
          15.
                        
                        
         Images of oil derricks torn down; Miles Axlerod getting
         converted to electric; lab scientists testing chemicals.
                        
          MEL DORADO (ON TV)
          Now he claims to have done it with
          his Allinol.
                        
         Images of fields, rivers, vegetables, and mountains all
         combining to form the Allinol logo.
                        
          MEL DORADO (ON TV)
          And to show the world what his new
          superfuel can do, he's created a
          racing competition like no other,
          inviting the greatest champions
          from around the globe to battle in
          the first ever World Grand Prix.
          Welcome Sir Miles Axlerod.
                        
         SIR MILES AXLEROD arrives, parks across from Mel's desk.
                        
          MILES AXLEROD (ON TV)
          Thank you, Mel. It is very good to
          be here. Now listen to me: Big Oil.
          It costs a fortune. Pollution is
          getting worse. I mean, come on.
          It's a fossil fuel. Fossil. As in
          dead dinosaurs. And we all know
          what happened to them. Alternative
          energy is the future. Trust me,
          Mel, after seeing Allinol in action
          at the World Grand Prix, nobody
          will ever go back to gasoline
          again.
                        
                         MATER
                         (TO FILLMORE)
          What happened to the dinosaurs,
          now?
                        
          MEL DORADO (ON TV)
          And on satellite, a World Grand
          Prix competitor and one of the
          fastest cars in the world,
          Francesco Bernoulli.
                        
         Across the screen: LIVE FROM ROME, ITALY. We meet Formula
         race car FRANCESCO BERNOULLI.
                        
          FRANCESCO (ON TV)
          It is an honor, Signore Dorado. For
          you.
          16.
                        
                        
          MEL DORADO (ON TV)
          Miles, why not invite Lightning
          McQueen?
                        
         Mater, collecting his drinks, looks up, half-intrigued.
                        
          MILES AXLEROD (ON TV)
          Of course we invited him. But
          apparently after a very long racing
          season he is taking some time off
          to rest.
                        
          FRANCESCO (ON TV)
          Lightning McQueen would not have a
          chance against Francesco!
                        
         Mater doesn't like this.
                        
          FRANCESCO (ON TV)
          I can go over 300 kilometers an
          hour! In miles that is like, uh...
          way faster than McQueen.
                        
          MEL DORADO (ON TV)
          Let's go to the phones. Baltimore,
          Maryland, you're on the air.
                        
          CALLER (ON TV)
          Am I on? Hello?
                        
          MEL DORADO (ON TV)
          You're on. Go ahead.
                        
          CALLER (ON TV)
          Hello?
                        
          MEL DORADO (ON TV)
          Go ahead, caller.
                        
         Dial tone.
                        
          MEL DORADO (ON TV)
          Let's go to Radiator Springs.
          You're on, caller.
                        
          MATER'S VOICE (ON TV)
          Yeah, that Italian feller you got
          on there can't talk that way about
          Lightning McQueen. He's the bestest
          race car in the whole wide world.
                        
         Fillmore and Sarge look around. Mater is visible in the back
         of the bar on an office phone.
          17.
                        
                        
                         SARGE
          Uh-oh...
                        
          FRANCESCO (ON TV)
          If he is, how you say "the bestest
          race car," then why must he rest,
          eh?
                        
          MATER'S VOICE (ON TV)
          Cause he knows what's important.
          Every now and then he prefers just
          to slow down, enjoy life.
                        
          FRANCESCO (ON TV)
          Ah, you heard it! Lightning McQueen
          prefers to be slow! Of course, this
          is not news to Francesco. When I
          want to go to sleep I watch one of
          his races. After two laps I am out
          cold.
                        
         Audible RXNS from the bar. A crowd has been forming ever
         since Mater started talking.
                        
          MATER'S VOICE (ON TV)
          That ain't what I meant.
                         CUT TO:
                        
         MCQUEEN AND SALLY - They hear the commotion inside.
                        
                         MCQUEEN
          Hey, what's going on over there?
          CUT BACK TO:
                        
         THE BAR - Sally and McQueen push through the crowd, see that
         they're watching Francesco on the television.
                        
                         MCQUEEN
                         (TO SALLY)
          Oh, it's that Italian Formula car.
          His name is ---
                        
                         SALLY
          Francesco Bernoulli. No wonder
          there's a crowd.
                        
         When Sally says his name, she enunciates each part, as if
         Italian were her mother's tongue.
                        
                         MCQUEEN
          Wait, why do you know his name? And
          don't say it like that. It's three
          syllables, not ten.
          18.
                        
                        
                         SALLY
          What? He's nice to look at. You
          know, open-wheeled and all.
                        
                         MCQUEEN
          What's wrong with fenders? I
          thought you like my fenders.
                        
          MATER'S VOICE (ON TV)
          Well let me tell you something else
          there, Mr. San Francisco ---
                        
                         MCQUEEN
          Mater?
                        
          MATER'S VOICE (ON TV)
          McQueen could drive circles around
          you.
                        
          FRANCESCO (ON TV)
          Driving in circles is all he can
          do, no?
                        
          MATER'S VOICE (ON TV)
          No! I mean yes. I mean he could
          beat you anywhere, anytime, any
          track.
                        
         On McQueen - he looks at Guido who gives a nod over to ---
                        
         --- Mater, turned away from the crowd, still on the phone.
                        
          FRANCESCO (ON TV)
          Mel, can we move on? Francesco
          needs a caller who can provide a
          little more intellectual
          stimulation. Like a dump truck.
                        
         ON MCQUEEN. He doesn't like this at all.
                        
                         MATER
          Ha ha! That shows what you know.
          Dump trucks is dumb.
                        
         Suddenly, Mater is YANKED from the booth and replaced by
         McQueen.
                        
          MCQUEEN (INTO PHONE)
          Yeah, hi, this is Lightning
          McQueen. Look, I don't appreciate
          my best friend being insulted like
          that.
          19.
                        
                        
          FRANCESCO (ON TV)
          McQueen! That was your best friend?
          This is the difference between you
          and Francesco. Francesco knows how
          good he is. He does not need to
          surround himself with tow trucks to
          prove it.
                        
                         MCQUEEN
          Those are strong words from a car
          that is so fragile.
                        
          FRANCESCO (ON TV)
          Fragilé!? He calls Francesco
          fragilé? Not so fast, McQueen!
                        
                         MCQUEEN
          "Not so fast." What is that, your
          new motto?
                        
         Francesco goes ballistic in Italian. They cut his mic.
                        
          MILES AXLEROD (ON TV)
          Well, this sounds like something
          that needs to be settled on the
          race course. What do you say,
          Lightning McQueen? We've still got
          room for one more racer.
                        
                         MCQUEEN
          Well, I would love to. The only
          thing is my crew's off for the
          season so ---
                        
         A sound O.S. McQueen turns to see Fillmore, Sarge and Luigi
         flank a tablecloth which is hanging off the bar. Ramone backs
         away, having spray painted "TEAM LIGHTNING MCQUEEN" on it.
         Guido quickly uncorks three wine bottles.
                        
                         GUIDO
          Pit stop.
                        
         McQueen turns back to the phone.
                        
                         MCQUEEN
          You know what? They just got back.
          Deal me in, baby. Ka-chow!
                        
         The place ERUPTS IN CHEERS.
                        
         MOMENTS LATER - General excitement as McQueen exits the phone
         booth where Sally waits. Off her look:
          20.
                        
                        
                         MCQUEEN
          I know, I know. I just got back.
          But we won't be long and ---
                        
                         SALLY
          Oh, no, don't worry about me. I've
          got enough to do here. Mater's
          going to have a blast though.
          (off McQueen's silence)
          You're bringing Mater, right? You
          never bring him to any of your
          races.
                        
         McQueen turns to the bar where Mater privately tries their
         drinks, hates it, spits it back in the glass.
                        
                         SALLY
          Just let him sit in the pits, give
          him a headset. C'mon, it'll be a
          thrill of a lifetime for him.
                        
         Mater arrives.
                        
                         MATER
          Your drinks, sir.
                        
                         MCQUEEN
          Mater.
                        
                         MATER
          I didn't taste it!
                        
                         MCQUEEN
          How'd you like to come and see the
          world with me?
                        
                         MATER
          You mean it?
                        
                         MCQUEEN
          You got me into this thing. You're
          coming along.
                        
                        BEGIN MONTAGE:
                        
         - McQueen is given a new paint job and headlights by Ramone.
         Mater, now sporting a "Team McQueen" emblem, seems psyched as
         well.
                        
         - An airport DEPARTURES SIGN advertises the next flight:
         Tokyo, Japan.
                        
         - Mater waves goodbye with his hook alongside McQueen, Guido,
         Luigi, Fillmore and Sarge as ---
          21.
                        
                        
         --- the rest of Radiator Springs watches them board a plane.
         Red bawls.
                        
         - IN THE JET, LATER. McQueen and Mater are the only ones
         awake, watch an insane Japanese game show.
                        
         - JAPAN AT NIGHT. A stylish Tokyo cityscape of neon, glamour,
         scrolling billboards, vending machines and high-tech
         skyscrapers.
                        
         - INSIDE A SOUVENIR SHOP loaded with McQueen toys: Mater and
         McQueen enter. A tourist sees McQueen and faints.
                        
         - A KABUKI THEATER. Team McQueen watches a methodical dance.
         Mater, dressed in Kabuki makeup, arrives. He looks insane.
                        
         - A SUMO MATCH - Two SUZUKI SAMURAI CARS wrestle over a
         parking space. Mater, now in his element, cheers.
                        
         The MONTAGE ENDS on this high note as we CUT TO ---
                        
         EXT. MUSEUM - TOKYO - NIGHT
                        
         ---- TEAM MCQUEEN, as they roll up the red carpet. Press is
         held at bay behind ropes. WORLD GRAND PRIX and ALLINOL logos
         are strategically placed for maximum press exposure. RACERS
         are interviewed by press behind the red-carpet ropes.
                        
         INT. TOKYO MUSEUM - NIGHT
                        
         Team McQueen enters via a second floor landing which
         overlooks a massive indoor party in a converted museum. As
         they roll down a ramp to the party, they are awed.
                        
                         LUIGI
          Guido, look! Ferraris and tires!
          Let's go!
                        
                         MCQUEEN
                         (IMPRESSED)
          Hey, look at this. Okay now Mater,
          remember: best behavior.
                        
                         MATER
          You got it, buddy. Hey, what's
          that?
                        
         He sees something, peels away.
                        
                         MCQUEEN
          Mater!
                        
                         LEWIS HAMILTON
          Hey, McQueen, over here!
          22.
                        
                        
         It's fellow racers JEFF GORVETTE and LEWIS HAMILTON. McQueen
         now has no choice but to let Mater go.
                        
                         MCQUEEN
          Hey, Jeff. Lewis!
                         CUT TO:
                        
         MATER as he approaches a GLASS-ENCLOSED ROCK GARDEN where a
         pitty RAKES rocks with precision. He knocks on the glass with
         his hook.
                        
                         MATER
          Hey! You done good! You got all the
          leaves!
                        
         People turn at the noise he's making.
          CUT BACK TO:
                        
         MCQUEEN, JEFF and LEWIS.
                        
                         JEFF GORVETTE
          Check out that tow truck.
                        
                         LEWIS HAMILTON
          I wonder who that guy's with?
                        
                         MCQUEEN
          Will you guys excuse me just for
          one little second?
                        
         He zips over to Mater's side, quickly pulls him out of sight.
                        
                         MCQUEEN
          Mater, listen. This isn't Radiator
          Springs.
                        
                         MATER
          You're just realizing that? Boy,
          that jet-lag really done a number
          on you.
                        
                         MCQUEEN
          Mater, look -- things are different
          over here. Which means maybe you
          should, you know, act a little
          different too.
                        
                         MATER
          Different than what?
                        
                         MCQUEEN
          Well, just... help me out here,
          buddy. I ---
          23.
                        
                        
                         MATER
          You need help? Shoot, why didn't
          you just say so? That's what a tow
          truck does. Hey, looky there, it's
          Mr. San Francisco!
                        
         FRANCESCO is visible across the room, holding court.
                        
                         MATER
          I'll introduce you.
                        
                         MCQUEEN
          Mater, no.
                        
                         MATER
          (already on his way)
          Look at me -- I'm helping you
          already!
                        
         On FRANCESCO - MOMENTS LATER. Mater approaches, giddy.
                        
                         MATER
          Hey Mr. San Francisco, I'd like you
          to meet ---
                        
                         FRANCESCO
          Lightning McQueen! Buona sera.
                        
                         MCQUEEN
          Nice to meet you, Francesco.
                        
                         FRANCESCO
          Yeah, nice to meet you too. You are
          very good-looking. Not as good as I
          thought, but you're good.
                        
                         MATER
                         (TO FRANCESCO)
          Excuse me. Can I get a picture with
          you?
                        
                         FRANCESCO
          Anything for McQueen's friend.
                        
         As Mater poses for a photo with Francesco:
                        
                         MATER
          Miss Sally is gonna flip when she
          sees this. She's Lightning
          McQueen's girlfriend.
                        
                         FRANCESCO
          Oooh.
          24.
                        
                        
                         MATER
          She's a big fan of yours.
                        
                         FRANCESCO
          Hey, she has good taste.
                        
                         MCQUEEN
          Mater's prone to exaggeration. I
          wouldn't say she's a "big" fan.
                        
                         MATER
          You're right. She's a huge fan. She
          goes on and on about your open
          wheels here.
                        
                         MCQUEEN
          Mentioning it once doesn't qualify
          as going "on and on."
                        
                         FRANCESCO
          Francesco is familiar with this
          reaction to Francesco. Women
          respect a car that has nothing to
          hide.
                        
                         MCQUEEN
          Yeah, uh...
                        
                         FRANCESCO
          Let us have a toast.
                        
         McQueen doesn't like where this is going, covers.
                        
                         MCQUEEN
          Let's.
                        
                         FRANCESCO
          (raising a drink)
          I dedicate my win tomorrow... to
          Miss Sally.
                        
                         MCQUEEN
          Oh, sorry. I already dedicated MY
          win tomorrow to her. So if we both
          do it, it's really not so special.
          Besides, I don't have a drink.
                        
                         MATER
          I'll go get you one. You mind if I
          borrow a few bucks for one of them
          drinks?
          25.
                        
                        
                         MCQUEEN
          (could kill him)
          They're free, Mater.
                        
                         MATER
          Free? Well, shoot, what am I doing
          here?
                        
         Mater ZIPS OFF.
                        
                         MCQUEEN
          I should probably go keep an eye on
          him. See you at the race.
                        
         McQueen starts to leave.
                        
                         FRANCESCO
          Yes, you will see Francesco. But
          not like this.
                        
         Francesco does a 180, so his rear end now faces McQueen.
                        
                         FRANCESCO
          You will see him like this, as he
          drives away from you.
                        
         Francesco wears a bumper sticker that says "Ciao, McQueen!"
                        
                         MCQUEEN
          That's cute. So you had one of
          those made up for all the racers?
                        
                         FRANCESCO
          No.
                        
                         MCQUEEN
          Okay.
                        
         He rolls off.
                        
                         MCQUEEN
          He is so getting beat tomorrow.
                        
         INT. PARTY - MOMENTS LATER
                        
         Lights caress the main stage where a crowd has formed.
                        
                         VOICE
          Ladies and gentlecars... Sir Miles
          Axlerod!
                        
         MILES AXLEROD drives through an infinity fountain, appears.
          26.
                        
                        
                         MILES AXLEROD
          It is my absolute honor to
          introduce to you the competitors in
          the first-ever World Grand Prix.
          From Brazil. Number eight...
                        
         ON FINN MCMISSILE. He appears from the shadows, keeps a
         careful distance from the stage. He ZEROES HIS GAZE ON ---
                        
         --- THE WORLD GRAND PRIX TV CAMERAS which roll, catching
         Miles Axlerod's speech for publicity and posterity.
                        
         Finn's ONBOARD COMPUTER ANALYZES each one, compares to the
         photos we saw him snap on the oil platform. Each one is "NOT
         A MATCH." His view is suddenly disrupted by A BEAUTIFUL
         SPORTS CAR. She approaches Finn. Meet HOLLEY SHIFTWELL.
                        
                         HOLLEY
          A Volkswagen Karmann Ghia has no
          radiator.
                        
                         FINN
          That's because it's air-cooled.
                        
                         HOLLEY
          I'm Agent Shiftwell, Holley
          Shiftwell from the Tokyo Station. I
          have a message from London.
                        
                         FINN
          Not here.
                         (LOUDLY)
          You must try the canapes on the
          mezzanine!
                        
         He moves her onto an elevator. The doors close on them.
                        
         IN THE ELEVATOR, GOING UP.
                        
                         FINN
          So the lab boys analyzed the photo
          I sent? What did they learn about
          the camera?
                        
                         HOLLEY
          It appears to be a standard
          television camera. They said if you
          could get closer photos next time,
          that would be great.
                        
                         FINN
          This was London's message?
          27.
                        
                        
                         HOLLEY
          Oh -- no, no. No sir. Um, the oil
          platforms you were on? Turns out
          they're sitting on the biggest oil
          reserve in the world.
                        
                         FINN
          How did we miss that?
                        
                         HOLLEY
          They'd been scrambling everyone's
          satellites. The Americans actually
          discovered it just before you did.
          They placed an agent on that
          platform, under deep cover. He was
          able to get a photo of the car
          who's running the entire operation.
                        
         The doors OPEN and they exit onto the Mezzanine.
                        
                         FINN
          Who is it? Has anyone seen the
          photo yet?
                        
                         HOLLEY
          No, not yet. The American is here
          tonight to pass it to you. He'll
          signal you when he's ready.
                        
                         FINN
                         GOOD ---
                        
         Finn suddenly STOPS COLD.
                        
                         FINN
          Oh no.
                        
         Professor Zundapp is visible below them. He talks with a few
         Pacers and Gremlins. Finn quickly retreats into the shadows.
         Holley follows suit.
                        
                         HOLLEY
          What is it?
                        
                         FINN
          Change of plan. You're meeting the
          American.
                        
                         HOLLEY
          What, me?
          28.
                        
                        
                         FINN
          Those thugs down there were on the
          oil platform. If they see me, the
          whole mission is compromised.
                        
                         HOLLEY
          No, no. I'm technical, you see. I'm
          in Diagnostics. I'm not a field
          agent.
                        
                         FINN
          You are now.
                         CUT TO:
                        
         MATER as he grabs a drink, keeps moving.
                        
                         MATER
          I'll take one of them.
                        
         He snatches it, drops it in the back where we now see a large
         assortment of drinks balanced.
                        
                         MATER
          Never know which one McQueen'll
          have a hankering for.
                        
         He approaches a sushi bar.
                        
                         MATER
          Hey, what you got here that's free?
          How about that pistachio ice cream?
                        
         He refers to wasabi, of course.
                        
                         SUSHI CHEF
          No, no. Wasabi.
                        
                         MATER
          Oh, same ol', same ol'. What's up
          with you? That looks delicious.
                        
         The chef starts to carve a small scoop aside for Mater.
                        
                         MATER
          Uh, a little more, please.
          It is free, right?
          (the chef adds more)
          Keep it coming. A little more. Come
          on, let's go, it's free! You're
          getting there... Scoop scoop!
                        
         The chef gives in. Scoops a baseball-sized ball out.
          29.
                        
                        
                         MATER
          There you go. Now THAT's a scoop of
          ice cream.
                        
                         SUSHI CHEF
          (in Japanese, subtitles)
          My condolences.
          CUT BACK TO:
                        
         MILES AXLEROD - He's now nearly done with his intros.
                        
                         MILES AXLEROD
          ... and now, our last competitor ---
          Number 95, Lightning McQueen!
                        
         MCQUEEN approaches the microphone, flashes his headlights.
                        
                         MCQUEEN
          Thank you so much for having us,
          Sir Axlerod. I really look forward
          to racing. This is a great
          opportunity.
                        
                         MILES AXLEROD
          Oh, the pleasure is all ours,
          Lightning. You and your team bring
          excellence and professionalism to
          this competition.
                        
         As if on cue, Mater arrives with a piercing scream of pain.
         Everyone turns as he charges head first toward the stage,
         making a bee-line for that FOUNTAIN.
                        
                         MATER
          Somebody get me water!
                        
         He laps up water from the fountain like a diabetic cat.
                        
                         MATER
                         (LAPPING WATER)
          Sweet relief...
                        
         Miles Axlerod is shocked. The crowd can't believe it.
         Francesco cackles. Mater, now sated, approaches the mic.
                        
                         MATER
          (to the crowd)
          Whatever you do, do not eat the
          free pistachio ice cream. It has
          turned!
                        
                         MCQUEEN
          Sir Axlerod, I can explain. This is
          Mater.
          30.
                        
                        
                         MILES AXLEROD
          I know him. This is the bloke that
          called into the television show.
                         (TO MATER)
          You're the one I have to thank.
                        
                         MATER
          No, thank you. This trip's been
          amazing.
                        
                         MILES AXLEROD
                         (TO MCQUEEN)
          He's a little excited, isn't he?
                        
         TILT DOWN to reveal a pool of oil beneath Mater.
                        
                         MCQUEEN
          Mater!
                        
                         MATER
          But wait, I... oh, shoot.
                        
         McQueen quickly pulls Mater aside, out of earshot of Miles
         Axlerod and the others. McQueen is beside himself.
                        
                         MCQUEEN
          Mater, you have to get a hold of
          yourself. You're making a scene.
                        
                         MATER
          But I never leak oil. Never.
                        
                         MCQUEEN
          Go take care of yourself right now.
                        
         Mater drives off.
                        
         ON MATER - MOMENTS LATER
                        
         He drives through the party, frantic.
                        
                         MATER
          Coming through! Excuse me, leakin'
          oil. Where's the bathroom? Thank
          you. I gotta go!
                        
         Someone points Mater down a hallway. He whips around the
                        CORNER ---
                        
         --- and STOPS. Finds himself in front of TWO BATHROOM DOORS,
         neither of which clearly indicate MALE or FEMALE.
          31.
                        
                        
                         MATER
                         (CONFUSED)
          What the...
                        
         Mater chooses one, drives inside. A SHRIEK is heard and Mater
         zips out.
                        
                         MATER
          Sorry ladies!
                        
         He heads into the other door ---
                         CUT TO:
                        
         INT. MEN'S ROOM - NIGHT
                        
         Mater rolls in, still `holding it in' like a kid.
                        
                         MATER
          I never leak I never leak I never
          leak...
                        
         He sees someone leaving a stall. He heads in.
                        
         IN THE STALL - Mater enters, looks up.
                        
                         MATER
          Wowee...
                        
         The stall is a complicated apparatus with buttons and lights.
         High-tech Japanese. It suddenly GRABS MATER, hoists him up as
         if he's going to get an oil change.
                        
                         MATER
          What in the---
                        
         A Japanese style cartoon CARICATURE appears on a TV MONITOR,
         followed by images of waterfalls and rivers.
                        
                         MATER
                         (GIGGLING)
          Hey, that tickles.
                        
         The caricature starts talking in Japanese. Suddenly WATER
         FIRES UP underneath Mater's undercarriage, goosing him. He
         freaks out.
                        
         OUTSIDE THE STALL - With Mater's yells audible we see a
         GREMLIN enter, furtive. Suddenly, inexplicably, his frame
         BREAKS APART like an egg, revealing an AMERICAN MUSCLE CAR
         underneath. The pieces of the Gremlin disappear under him,
         clearly his disguise. This is ROD REDLINE - American Agent.
          32.
                        
                        
                         ROD REDLINE
          Okay, McMissile. I'm here. It's
          time for the drop.
                        
         INT. PARTY - SAME
                        
         HOLLEY, rolls along by herself. Nervous. DING! Her rearview
         monitor springs to life.
                        
          HOLLEY (INTO RADIO)
          The American has activated his
          tracking beacon.
                        
          FINN (OVER RADIO)
          Roger that. Move in.
                        
         INT. BATHROOM - SAME
                        
         Rod Redline, waiting at a sink, feels a presence behind him.
                        
         GREM and ACER have entered, hesitate briefly when they see
         Rod Redline.
                        
         Rod Redline, careful, slides a gun out of his tire. He is
         suddenly CHARGED by the AMCs --- Rod SPINS AROUND and gets a
         shot off but is SLAMMED HEAD FIRST. A TIGHT, CLOSE-QUARTERS
         FIGHT begins ---
                        
         IN THE STALL - Mater, still TRAPPED, is now being SCRUBBED as
         if in a car wash. He is helpless.
                        
         OUTSIDE THE STALL - Rod is being pulverized. Just when he
         scrambles away from one car, the other one takes over.
                        
         IN THE STALL - Mater is mercifully released, but when he
         backs out ---
                        
         --- Rod Redline is THROWN INTO MATER'S STALL DOOR, crunching
         it and sending Mater ---
                        
         --- BACK INTO THE CLUTCHES of the insane toilet.
                        
         INT. PARTY - SAME
                        
         Holley isolates the tracking beacon's location in the party.
                        
                         HOLLEY
          Oh, you've got to be joking.
                        
                         FINN
          What's the problem, Shiftwell?
                        
                         HOLLEY
          He's in the loo.
          33.
                        
                        
                         FINN
          So go in!
                        
                         HOLLEY
          I can't just go into the men's loo.
                        
                         FINN
          Time is of the essence, Shiftwell.
                        
         INT. BATHROOM - OUTSIDE THE STALL
                        
         Rod Redline is in bad shape. He backs away, betrays a look of
         concern. He's in trouble here.
                        
         ACER burns rubber, ready to finish him off. Just as he shifts
         into DRIVE ---
                        
         --- MATER'S STALL DOOR KICKS OPEN, knocking ACER out. Mater
         jumps out, face-to-face GREM.
                        
                         MATER
          (out of breath)
          Whatever you do, I would not go in
          there.
                        
         The door SWINGS shut, revealing the pulverized Acer.
                        
                         MATER
          A Gremlin and a Pacer!
                        
         Rod Redline, now behind Mater and sensing an opportunity
         here, quickly produces A SMALL DEVICE.
                        
                         MATER
          (to Grem and Acer)
          No offense to your makes and
          models, but you guys break down
          harder than my cousin Betsy after
          she got left at the ---
                        
         Rod Redline, surreptitiously attaches the device to Mater's
         undercarriage.
                        
                         MATER
          (as he's goosed)
          --- altar!
                        
         He spins around, sees Rod Redline for the first time.
                        
                         MATER
          Are you okay?
                        
                         ROD REDLINE
          I'm fine.
          34.
                        
                        
                         GREM
          Hey. Tow truck.
                        
         Mater turns back to Grem and Acer.
                        
                         GREM
          We'd like to get to our private
          business here, if you don't mind.
                        
                         MATER
          Oh, yeah. Don't let me get in the
          way of your "private business."
          Oh! A little advice: When you hear
          her giggle and see that waterfall,
          you best press that green button.
                        
                         GREM
          Thank you.
                        
                         MATER
          It's to adjust the temperature.
                        
                         ACER
          Got it.
                        
                         MATER
          Remember it's in Celsius, not
          Fahrenheit.
                        
          GREM AND ACER
          Get outta here!
                        
                         MATER
          Alright then.
                        
         Mater exits, leaving Rod Redline to a now even angrier Grem
         and Acer.
                        
         EXT. BATHROOM - MOMENTS LATER
                        
         Holley arrives at the door. She takes a breath, is about to
         enter when Mater EXITS.
                        
                         MATER
          Excuse me, ma'am.
                        
         He passes her, expelling some exhaust in the process.
         Holley's rearview tracking confirms that the device is on
         him.
                        
                         MATER
                         (TO HIMSELF)
          Dadgum pistachio ice cream.
          35.
                        
                        
          HOLLEY (INTO RADIO)
          This cannot be him.
                        
          FINN (OVER RADIO)
          Is he American?
                        
                         MATER
          (driving off, to himself)
          Look out, ladies. Mater's fittin'
          to get funky!
                        
          HOLLEY (INTO RADIO)
          Extremely.
                        
          FINN (OVER RADIO)
          Then it's him.
                        
         It's settled. Holley takes one more nervous breath, quickly
         closes the distance between her and Mater, cuts him off. He
         is forced to STOP.
                        
                         HOLLEY
          Hello.
                        
                         MATER
          Well, hello.
                        
                         HOLLEY
          A Volkswagen Karmann Ghia has no
          radiator.
                        
                         MATER
          Well of course it doesn't. That's
          `cause it's air-cooled!
                        
                         HOLLEY
                         (RELIEVED)
          Perfect. I'm from the Tokyo Station
                         OF THE---
                        
                         MATER
          Course, Karmann Ghia's weren't the
          only ones. Besides the Beetles you
          had your Type-3 Squarebacks, with
          the pancake motors...
                        
                         HOLLEY
          Yeah. Okay, I get it---
                        
                         MATER
          ... And before both of them,
          there's the Type-2 buses - my buddy
          Fillmore's one of them.
          36.
                        
                        
                         HOLLEY
          Listen! We should find somewhere
          more private.
                        
                         MATER
          Uh, gee. Don't you think that's a
          little, uh ---
                        
                         HOLLEY
                         (NERVOUS ENERGY)
          You're right. Impossible to know
          which areas here are compromised.
          So, when can I see you again?
                        
                         MATER
          Well, let's see. Tomorrow I'll be
          out there at the races.
                        
                         HOLLEY
          Got it. We'll rendezvous then.
                        
         INT. PARTY - MOMENTS LATER
                        
         Mater returns to his team, lost in thought.
                        
                         MCQUEEN
          There you are. Where have you been?
                        
                         MATER
          What's a rendezvous?
                        
                         LUIGI
          It's like a date.
                        
                         MATER
          A date?!
                        
                         MCQUEEN
          Mater, what's going on?
                        
                         MATER
          Well, what's going on is I've got
          me a date tomorrow.
                        
         Guido makes a crack in Italian.
                        
                         LUIGI
          Guido don't believe you.
                        
                         MATER
          Well, believe it. My new girlfriend
          just said so. Hey, there she is.
                        
         Mater points out Holley, who's within earshot.
          37.
                        
                        
                         MATER
                         (YELLING)
          Hey! Hey lady!
                        
         Holley, caught in plain view, DRIVES OFF.
                        
                         MATER
          See ya tomorrow!
                        
         Guido makes another crack in Italian.
                        
                         LUIGI
          Guido still don't believe you.
                        
         EXT. SHIPYARD - THE DOCKS - TOKYO NIGHT
                        
         An industrial dock, outside of the city proper.
                        
         INT. SHIPYARD - NIGHT
                        
         Rod Redline dangles from a car magnet. He's been beaten up,
         clings to consciousness.
                        
          GREM (O.S.)
          I gotta admit ---
                        
         Grem, Acer, and a bunch of nasty looking troublemakers look
         up at Rod amidst crates and shipping containers.
                        
                         GREM
          --- you tricked us real good.
                        
                         ACER
          And we don't like being tricked.
                        
         Rod Redline laughs to himself.
                        
                         ACER
          Hey, what's so funny?
                        
                         ROD REDLINE
          Well, you know, I was just wearing
          a disguise. You guys are stuck
          looking like that.
                        
         This doesn't help him. They DROP HIM onto a TREADMILL, lock
         him down. A container is wheeled forward and Rod is plied
         with Allinol brand gasoline.
                        
                         ROD REDLINE
          Allinol? Thanks, fellas. I hear
          this stuff is good for you.
          38.
                        
                        
          PROFESSOR ZUNDAPP (O.S.)
          So you think.
                        
         The Professor emerges from the darkness, behind Rod.
                        
                         PROFESSOR ZUNDAPP
          Allinol by itself is good for you.
                        
         Zundapp hits a button and the TREADMILL starts Rod's wheels
         spinning at a high rate of speed.
                        
                         PROFESSOR ZUNDAPP
          But after microscopic examination,
          I have found that it has one small
          weakness. When hit with an
          electromagnetic pulse, it becomes
          extremely dangerous.
                        
                         GREM
                         SMILE ---
                        
         Grem pushes a World Grand Prix CAMERA - the same one that
         was in the box back at the oil derrick. He points it at Rod
         Redline.
                        
                         GREM
          --- for the camera.
                        
                         ROD REDLINE
          Is that all you want? I got a whole
          act.
                        
                         PROFESSOR ZUNDAPP
          You were very interested in this
          camera on the oil platform. Now you
          will witness what it really does.
                        
                         ROD REDLINE
          Whatever you say, Professor.
                        
         Acer pushes a TV MONITOR toward Rod. On it, surveillance
         footage from the party. Clearly, they were watching and
         recording him there.
                        
                         ACER
          You talked up a lot of cars last
          night. Which one's your associate?
                        
                         ROD REDLINE
          Your mother. Oh no, I'm sorry. It
          was your sister. You know, I can't
          tell them apart these days.
          39.
                        
                        
                         GREM
                         (HAD ENOUGH)
          Could I start it now, Professor?
                        
                         PROFESSOR ZUNDAPP
          Fifty percent power.
          (to Rod Redline)
          This camera is actually an
          electromagnetic pulse emitter.
                        
                         ACER
          (re: a girl on the TV)
          What about her? Did you give it to
          her?
                        
                         PROFESSOR ZUNDAPP
          The Allinol is now heating to a
          boil, dramatically expanding,
          causing the engine block to crack
          under the stress, forcing oil into
          the combustion chamber.
                        
         Rod Redline's engine starts to CRACK and BREAK.
                        
                         ACER
          (re: a guy on the TV)
          How about him? You talk to him?
                        
                         ROD REDLINE
          (to Professor Zundapp)
          What do I care? I can replace an
          engine block.
                        
                         PROFESSOR ZUNDAPP
          You may be able to, but after full
          impact of the pulse, unfortunately,
          there will be nothing to replace.
                        
                         ACER
          How about him? Does he have it?
                        
         The monitor reveals MATER, rolling out of the bathroom and
         down the hall.
                        
         Rod Redline, seeing this, does the world's most subtle double
         take. We caught it, but there's no way anyone else in the
         room could have ---
                        
                         PROFESSOR ZUNDAPP
          That's him. He's the one.
                        
                         GREM
          Roger that, Professor Z.
          40.
                        
                        
                         ROD REDLINE
          No!
                        
         As Grem turns up the machine even MORE, the Professor makes a
         call.
                        
          PROFESSOR ZUNDAPP (INTO PHONE)
          Yes sir. We believe the infiltrator
          has passed along sensitive
          information.
          (beat, listening)
          I will take care of it before any
          damage can be done.
                        
         The Professor hangs up, turns to the room.
                        
                         PROFESSOR ZUNDAPP
          The project is still on schedule.
          You will find this second agent ---
                        
         Zundapp kicks the camera's power into the RED.
                        
                         PROFESSOR ZUNDAPP
          --- and kill him.
                        
         On the MONITOR - With Mater's frozen image on the screen we
         see Rod EXPLODE in the reflection.
                        
         EXT. JAPAN - DAY
                        
         Over television pre-roll of Japan:
                        
          BRENT MUSTANGBURGER (V.O.)
          Japan. Land of the rising sun.
          Where ancient tradition meets
          modern technology. Welcome to the
          inaugural running of the World
          Grand Prix.
                        
         ON OUR ANNOUNCERS as they introduce themselves:
                        
                         BRENT MUSTANGBURGER
          I'm Brent Mustangburger, here with
          racing legends Darrell Cartrip and
          David Hobbscap. There's never been
          a competition like this before.
                        
         SHOTS OF THE PITS as the racers fuel up.
                        
          BRENT MUSTANGBURGER (V.O.)
          First, Allinol, making its debut
          tonight as the required fuel for
          all these great champions.
                         (MORE)
          41.
                        
          BRENT MUSTANGBURGER (V.O.) (CONT'D)
          Second, the course itself, and it's
          like nothing we've ever seen.
          David, how exactly does this
          competition work?
                        
          DAVID HOBBSCAP (V.O.)
          Well, Brent, all three of these
          street courses are classic round-
          the-house racetracks.
                        
         OUTLINES OF THREE RACE COURSES are shown. They're labeled
         Japan, Italy and England, and are different in shape and
         size.
                        
          DAVID HOBBSCAP (V.O.)
          This means that the LMP and Formula
          cars should break out of the gate
          in spectacular fashion.
                        
         SHOTS OF THE RACERS as they weave up the track, practicing.
                        
          DAVID HOBBSCAP (V.O.)
          Look for Francesco Bernoulli in
          particular to lead early.
                        
         SHOTS OF Francesco, featured in an inset.
                        
          DAVID HOBBSCAP (V.O.)
          And with a series of technical
          turns throughout ---
                        
         MORE SHOTS of the course, now highlighting the tech turns.
                        
          DAVID HOBBSCAP (V.O.)
          GT and Touring cars like Spain's
          Miguel Camino should make up some
          ground but I doubt it'll be enough
          to stop Francesco from absolutely
          running away with it.
                        
          DARRELL CARTRIP (V.O.)
          Woah, now just hold your
          horsepower. You're forgetting the
          most important factor here. That
          early dirt track section of the
          course! The dirt is supposed to be
          the great equalizer in this race.
                        
         GRAPHICS OF THE COURSES now isolate a stretch after the first
         couple turns, label it "DIRT SECTIONS."
          42.
                        
                        
          BRENT MUSTANGBURGER (V.O.)
          French Rally car Raoul ÇaRoule is
          counting on a big boost headed
          through there.
                        
          DARRELL CARTRIP (V.O.)
          And don't forget Lightning McQueen!
          His mentor, the Hudson Hornet, was
          one of the greatest dirt track
          racers of all time. In my opinion,
          McQueen is the best all-around
          racer in this competition.
                        
         BACK IN THE STUDIO
                        
                         DAVID HOBBSCAP
          Really, Darrell, I think you need
          to clean your windshield. You're
          clearly not seeing this for what it
          is: Francesco's race to lose.
                        
         EXT. STARTING LINE - DAY
                        
          BRENT MUSTANGBURGER (V.O.)
          It's time to find out. The racers
          are locking into the grid ---
                        
         Engines rev as everyone gets ready to go. Everyone's bright
         eyed and alert except for McQueen who we find in the back of
         the grid. He CLOSES his eyes.
                        
                         MCQUEEN
                         (TO HIMSELF)
          Speed. I am speed.
                        
         A LAUGH O.S. McQueen opens his eyes. Francesco is next to him
         on the grid.
                        
                         FRANCESCO
          Really? You are "speed"? Then
          Francesco is triple speed.
          (closes his eyes)
          Francesco. Is. Triple speed.
          Francesco likes this, McQueen. It's
          really getting him into the zone!
                        
                         MCQUEEN
          He is so getting beat today.
                        
         The starting lights click down from RED to YELLOW to GREEN.
         The race begins. Francesco quickly grabs the lead. He's
         pulling away within seconds.
          43.
                        
                        
         ON PIT ROW - We TRACK PAST as the various Crew Chiefs on
         their crash carts bark orders to their racers. We end on Team
         McQueen. No Crew Chief, just a solid looking team.
                        
                         SARGE
          His suspension stats look good.
                        
                         LUIGI
          Tire pressure is excellent.
                        
                         FILLMORE
          He's got plenty of fuel.
                        
                         MATER
          And he's awesome!
                         CUT TO:
                        
         The same view of Mater but now THROUGH A TELESCOPIC DISPLAY.
         Reveal Finn and Holley watching from high above in a downtown
         office building, behind reflective glass.
                        
                         HOLLEY
          Why is he in the pits? He's so
          exposed.
                        
                         FINN
          It's his cover. One of the best
          I've seen, too. Look at the detail
          on that rust. It must have cost him
          a fortune.
                        
                         HOLLEY
          But why hasn't he contacted us yet?
                        
                         FINN
          There's probably heat on him. Be
          patient.
                        
                         HOLLEY
          Right, of course. He'll signal us
          when he can.
                        
                         FINN
          And then we find out who's behind
          all this.
                        
         ON THE TRACK - VARIOUS SHOTS OF THE RACE through Tokyo as
         Francesco extends his lead and McQueen attempts to make up
         ground.
          44.
                        
                        
         IN MCQUEEN'S PIT - Mater watches the monitors, sees them
         approaching the dirt section.
                        
                         MATER
          McQueen! It's time to make your
          move. Get on the outside and show
          'em what Doc done taught you.
                        
          MCQUEEN (OVER RADIO)
          Ten four, Mater.
                        
         ON THE TRACK - Francesco hits the dirt section and loses all
         control. He SLAMS to a halt, his tires getting no traction.
                        
          DAVID HOBBSCAP (V.O.)
          Francesco is brought to a
          screeching halt!
                        
         MCQUEEN skids into view, turning right to go left, passing
         Francesco, followed by other cars ---
                        
          BRENT MUSTANGBURGER (V.O.)
          Lightning McQueen is the first to
          take advantage. And just like that,
          folks, Francesco's lead is left in
          the dust.
                        
                         MCQUEEN
          Nice call, Mater. Keep it up!
                        
         McQueen now leads the pack, zooming out of the dirt now
         starting to relax.
                        
          DARRELL CARTRIP (V.O.)
          Who-hoo! Man, McQueen looks happier
          than a rollbar at a demolition
          derby!
                        
         ON PAVED ROAD AGAIN - MOMENTS LATER
                        
         The field of cars thunders into a tunnel.
                        
          BRENT MUSTANGBURGER (V.O.)
          Everyone's jostling for position as
          we hit the asphalt again.
                        
         Francesco crests the hill, in last place. He bites down,
         determined, then CHASES.
                        
          BRENT MUSTANGBURGER (V.O.)
          Francesco lost a lot of momentum in
          the dirt. He's got some serious
          work ahead of him if he wants to
          get back in this race.
          45.
                        
                        
         VARIOUS SHOTS OF TOKYO as the racers move through the Rainbow
         Bridge. Bit by bit, Francesco ekes his way toward the front,
         toward Lightning McQueen as we CUT TO ---
                        
         --- A ROOFTOP, and a VIEW THROUGH THE WGP CAMERA LENS. Grem
         and Acer are manning this one. They focus it on the racers as
         they approach.
                        
          PROFESSOR ZUNDAPP (OVER RADIO)
          It is time.
                        
                         GREM
          Roger that.
                        
         ON THE TRACK - A racer (Miguel Camino) suddenly PLUMES WITH
         SMOKE and skids out.
                        
          DARRELL CARTRIP (V.O.)
          Oh! Miguel Camino has blown an
          engine!
                        
          BRENT MUSTANGBURGER (V.O.)
          Very unusual, Darrell. He's been so
          consistent all year.
                        
         Camino quickly pits, passing McQueen's pit where Mater is
         visible.
                        
         ON GREM AND ACER, watching from above.
                        
                         GREM
          You gotta be kidding me.
                        
                         ACER
          What is it?
                        
                         GREM
          It's that tow truck from the
          bathroom.
                        
                         ACER
          The one from the bathroom?
                        
                         GREM
          Yeah, the one the American Agent
          passed the device to.
                        
                         ACER
          What about him?
                        
                         GREM
          What about him? He's in the pits!
          46.
                        
                        
                         ACER
          Not for long.
                        
         Acer exits, with purpose.
                        
         ON FINN AND HOLLEY, still in their office hideaway. Holley's
         onboard computer flashes an ALERT.
                        
                         HOLLEY
          Hold on. I think I've got
          something.
                        
                         FINN
          What is it?
                        
                         HOLLEY
          The Pacer from the party last
          night.
                        
         She's spotted Acer, moving swiftly forward.
                        
                         HOLLEY
          Cross-referencing with the photos
          from the oil derricks... Yep. His
          VIN numbers match.
                        
                         FINN
          Anyone with him? He won't be alone.
                        
                         HOLLEY
          Conducting analysis on the target.
                        
         The computer finds more and more bad guy Pacers and Gremlins
         are in the crowd.
                        
                         HOLLEY
          He's not the only one here.
          Three... five... they're
          everywhere. And they're all closing
          in on... oh no.
                        
         We PAN OVER to see it's MATER.
                        
                         HOLLEY
          Finn? Finn, where are you?
                        
         She turns. He's GONE, leaving only an open window.
                        
          FINN (OVER RADIO)
          Get him out of the pits now!
                        
         IN MCQUEEN'S PIT. A car WHIPS BY O.S.
          47.
                        
                        
                         MATER
          Wow! Some of them fellers is really
          loud.
                        
          HOLLEY (OVER MATER'S RADIO)
          Can you hear me? Over.
                        
                         MATER
          Uh, what?
                        
          HOLLEY (OVER MATER'S RADIO)
          Get out of the pit now. Do you hear
          me?
                        
         Mater realizes this girl has somehow broken into his radio.
                        
          MATER (INTO RADIO)
          Hey, I know you. You're that girl
          from the party last night. You
          wanna do our date right now?
                        
         ON THE TRACK - McQueen boxes out Francesco, holds his slim
         lead, but barely.
                        
                         MCQUEEN
          Guys, a little too much chatter.
          Let's keep this line clear.
                        
         BOOM! A racer behind McQueen suddenly expels black smoke,
         skids out of control.
                        
         ON GREM - laughing. That was clearly his handiwork.
                        
         IN MCQUEEN'S PIT - SAME
                        
          HOLLEY (ON MATER'S RADIO)
          There's no time for messing about.
          You've got to get out of the pits.
                        
                         MATER
          Is there gonna be cable where you
          is so I can watch the rest of the
          race?
                        
         ON HOLLEY - Watching from the downtown building.
                        
          HOLLEY (INTO RADIO)
          You're running out of time!
                        
          FINN (OVER RADIO)
          They're coming, Shiftwell.
                        
          HOLLEY (INTO RADIO)
          Yes, I know.
          48.
                        
                        
          FINN (OVER RADIO)
          Get him out of there.
                        
                         HOLLEY
                         (TO FINN)
          I'm trying.
                         (TO MATER)
          Get out now!
                        
         We CUT BACK TO ---
                        
         --- MATER. He gives in, exits the pit.
                        
                         MATER
          Well, all right but I usually like
          to have a proper detailing done
          before I meet a lady friend.
                        
         He moves toward the back PIT DOOR, is about to open it.
                        
         OUTSIDE THE PITS - ACER and another Pacer approach McQueen's
         pit door on the other side. Ready to pounce. The doors OPEN,
                        REVEALING ---
                        
         --- Finn, holding a fire extinguisher.
                        
                         ACER
          Finn McMissile? But you're dead!
                        
                         FINN
          Then this shouldn't hurt at all.
                        
         He empties the extinguisher in their eyes, speeds past. They
         try and follow, but have been blinded. One of them crashes
         right into a COP.
                        
         ON FINN - Already on the move, along a side street.
                        
                         FINN
          Miss Shiftwell?
                        
         ON HOLLEY - Tracking everything on a grid map. Mater looks
         like Pac Man, weaving through the streets as bad guys close
         in all around him.
                        
                         HOLLEY
          I've got him in the back alleys
          east of the garages. Multiple
          assailants are closing in quickly.
                        
          FINN (OVER RADIO)
          Keep him moving. I'm on my way.
                        
         ON MATER - He turns a corner, sees a flower shop.
          49.
                        
                        
                         MATER
          Hey, new lady friend? You like
          flowers?
                        
         ON THE TRACK - McQueen, hearing this, is taken aback.
                        
                         MCQUEEN
          What?
                        
         ON MATER - Slowing at the flower shop.
                        
          HOLLEY (OVER RADIO)
          No! Don't go 'in' anywhere. Just
          keep moving.
                        
                         MATER
          Stay outside. Gotcha.
                        
         ON THE TRACK
                        
                         MCQUEEN
          Outside?
                        
         McQueen drifts outside allowing Francesco to slip past!
                        
                         FRANCESCO
          Grazie and arrivaderci!
                        
          DARRELL CARTRIP (V.O.)
          I cannot believe what I just saw,
          Brent. That was a bonehead move.
          You don't open up the inside like
          that!
                        
         IN THE BACK ALLEYS - As Mater moves on he's followed by
         Pacers and Gremlins. Suddenly ---
                        
         --- CABLES whip in front of them, pulling over flower vending
         machines and sending the shop's owners into a frenzy. They
         direct their attention to the AMCs, who try and explain.
                        
         ON FINN, admiring his handiwork as he appears. Just as he
         turns to leave he's BROADSIDED and pushed INTO A DARK ALLEY.
                        
         IN THE ALLEY - Finn finds himself boxed by two Pacers and
         pushed toward ---
                        
         --- ACER, who now holds a FLAME THROWER.
                        
                         ACER
          This time I'm gonna make sure you
          stay dead.
                        
         He hits the flame. WHOOOSSSH!!
          50.
                        
                        
         ON ANOTHER STREET - Mater clicks along, still looking for
         Holley. Just as he passes the alley entrance where Finn
         stares down death:
                        
          HOLLEY (OVER RADIO)
          You're doing brilliantly. Now just
          stay focused.
                        
                         MATER
          What's that? You want me to head
          toward that ruckus?
                        
         Mater turns INTO the alley.
                        
          HOLLEY (OVER RADIO)
          No! Don't go down that street!
                        
         IN THE ALLEY - Finn, now nearly pushed completely into the
         flame thrower, leaps into the air. He FIGHTS BACK, using his
         wheels, axle, indeed his entire car frame as if he were
         human, kicking and tossing and shooting his enemies.
                        
         Mater witnesses the whole thing.
                        
                         MATER
          Wow! A live karate demonstration!
                        
         ON THE TRACK - McQueen, now playing catch-up again, scowls.
                        
                         MCQUEEN
          Stop it, Mater. Just sign off.
                        
         IN THE BACK ALLEY - Finn polishes off the AMCs by firing a
         bullet into a gas main line, causing an EXPLOSION that tosses
         Acer through the air where he lands in a NOODLE SHOP'S SIGN.
                        
         ON THE TRACK - The end of the race is nigh ---
                        
          BRENT MUSTANGBURGER (V.O.)
          They're bumper to bumper as they
          approach the finish line!
                        
         The Formula car gets there first.
                        
          BRENT MUSTANGBURGER (V.O.)
          Francesco's the winner, McQueen's
          number two!
                        
         IN THE ALLEY - Finn heaves breaths, surveys his damage.
                        
                         MATER
          That was cool! Hey, can I get your
          autograph?
          51.
                        
                        
         Mater approaches when a MASS OF RACE FANS burst out a door,
         momentarily blocking Mater's view of Finn. Once the fans have
         past, Finn has disappeared.
                        
                         MATER
          Hey, where'd he go?
                        
          HOLLEY (OVER RADIO)
          Our rendezvous has been
          jeopardized. Keep the device safe.
          We'll be in touch.
                        
                         MATER
          Dadgum, did I miss our date?
                        
         EXT. PRESS STAGE - LATER
                        
         Post race press conference. Francesco is center stage.
                        
                         DARRELL CARTRIP
          Francesco, over here! Hey, what was
          your strategy today?
                        
                         FRANCESCO
          Strategia? Francesco needs no
          strategy, it's very simple. You
          start the race, wait for Lightning
          McQueen to choke, pass him, then
          win. Francesco always wins. It's
          boring.
                        
         McQueen, waiting in the wings, rolls his eyes. He suddenly
         notices something O.S.
                        
         McQueen's P.O.V. - It's MATER, appearing from a side street,
         moving toward the pits, oblivious of the press conference.
                        
                         DARRELL CARTRIP
                         (TO FRANCESCO)
          I gotta tell you, dude. You were in
          trouble for awhile. That dirt track
          section had you crawling!
                        
         As McQueen SNEAKS AWAY ---
                        
                         FRANCESCO
          To truly crush one's dream, you
          must first raise their hopes very
          high.
                        
         IN MCQUEEN'S PIT GARAGE - Mater looks around for everyone as
         McQueen approaches.
          52.
                        
                        
                         MCQUEEN
         Mater.
                        
                         MATER
         Hey McQueen! What happened? Is the
         race over? You won, right?
                        
                         MCQUEEN
         Mater, why were you yelling things
         at me while I was racing?
                        
                         MATER
         Yelling? Oh, you thought... that's
         funny right there. Nah, see that's
         `cause I seen these two fellers
         doing some sort of karate street
         performance. It was nutso. One of
         them even had a flamethrower ---
                        
                         MCQUEEN
         A flamethrower? What are you
         talking about? I don't understand.
         Where were you?
                        
                         MATER
         Going to meet my date.
                        
                         MCQUEEN
         Your date?
                        
                         MATER
         She started talking to me as a
         voice in my head, telling me where
         to go ---
                        
                         MCQUEEN
         What?
                        
                         MATER
         Wait a minute -- I didn't screw you
         up, did I?
                        
                         MCQUEEN
         I lost the race because of you!
                        
                         MATER
         Well, I'm sorry. I didn't mean ---
                        
                         MCQUEEN
         An imaginary girlfriend,
         flamethrowers. This is exactly why
         I don't bring you along to these
         things.
          53.
                        
                        
                         MATER
          Maybe if I, I don't know, talked to
          somebody and explained what
          happened I could help.
                        
                         MCQUEEN
          I don't need your help. I don't
          want your help.
                        
          PRESS (O.S.)
          Hey, there he is!!
                        
         The press finds McQueen, swarms him. Mater is pushed
         backwards as the questions fly again.
                        
                         PRESS
          - McQueen, you had it in the bag!
          - Yeah, what happened?
                        
                         MCQUEEN
          I made a mistake. But I can assure
          you, it won't happen again.
                        
         On Mater. He takes this badly.
                        
                         MCQUEEN
          Look, guys. We know what the
          problem is and we've taken care of
          it.
                         SMASH TO:
                        
         OVER FOOTAGE OF FRANCESCO and various other highlights:
                        
                         BRENT MUSTANGBURGER
          Lightning McQueen loses in the last
          lap to Francesco Bernoulli in the
          first race of the World Grand Prix
          and three, count em, three cars
          flamed out leading some to suggest
          that their fuel, Allinol, might be
          to blame.
                        
         FOOTAGE OF MILES AXLEROD, speaking to an aggressive press. He
         must SHOUT over the press.
                        
                         MILES AXLEROD
          Allinol is safe! Alternative fuel
          is safe! There is no way my fuel
          caused these cars to flame out!
          54.
                        
                        
         IN THE TV STUDIO - Darrell, Brent and David talk to camera.
                        
                         DARRELL CARTRIP
          Well the jury may still be out on
          whether Allinol caused these
          accidents, but one thing's for
          sure: Lightning McQueen blew this
          race.
                        
         Off a FROZEN IMAGE of McQueen crossing the finish line, a
         look of severe consternation across his face ---
                        
                         BRENT MUSTANGBURGER
          Team McQueen can't be happy right
          now.
                        
         --- MATCH CUT TO ---
                        
         INT. AIRPORT - JAPAN - DAY
                        
         --- McQueen's SMILING FACE, on a Team McQueen poster.
                        
         REVERSE to reveal Mater looking at it, sadly. He drives on,
         passing (but not noticing) ---
                        
         --- GREM and ACER.
                        
         AT THE SECURITY CHECK - MOMENTS LATER. Cars take off their
         tires, move through the metal detector. Mater waits in line.
         A SECURITY CAR approaches Mater.
                        
                         SECURITY CAR
          (in Japanese and English)
          Come with me please, sir.
                        
                         MATER
          But I'm gonna miss my plane.
                        
         IN THE ADMIRAL'S LOUNGE - MOMENTS LATER. The Security Car
         leads Mater inside.
                        
                         SECURITY CAR
          Right this way.
                        
         As they move past us the Security Car covertly drops a BALL
         BEARING which rolls into a corner. The ball bearing then
         sprouts MECHANICAL LEGS, tripods itself and IRISES out,
         revealing itself to be a tiny CAMERA.
                        
         IN THE MAIN ROOM - ADMIRAL'S LOUNGE - CONTINUOUS
                        
         Mater follows the Security Car in, nervous.
          55.
                        
                        
                         MATER
          Doggone it. This is about my hook,
          isn't it? I know I should've
          checked it, but I can't really,
          look -- it's attached to me.
                        
         ZWAPPPPPP!! The Security Car suddenly DECLOAKS himself,
         reveals himself to be Finn McMissile!
                        
                         MATER
          Hey, I know you. You're that feller
          from the karate demonstration.
                        
                         FINN
          I never properly introduced myself.
          Finn McMissile. British
          Intelligence.
                        
                         MATER
          Tow Mater. Average intelligence.
                        
                         FINN
          Who are you with? FBI, CIA?
                        
                         MATER
          Let's just say I'm triple-A
          affiliated. You know, I know some
          karate. I don't wanna brag or
          nothing, but I've got me a black
          fan belt.
                        
         BEEP! Finn's rearview alarms. His camera has picked up Grem
         and Acer. They've just entered the lounge, are right around
         the corner.
                        
                         MATER
          Hey, you wanna see some moves I
          made up?
                        
                         FINN
          You're being followed.
                        
         Finn quickly turns, fires a tiny GLASS CUTTING BEETLE at the
         window. As Mater talks, oblivious, the beetle cuts out a
         round hole.
                        
                         MATER
          This first one I can reach into a
          car's hood, pull out his battery,
          and show it to him before he
          stalls. I call it, "What I
          accidentally did to my friend Luigi
          once."
          56.
                        
                        
         Mater does his best (worst) karate moves as Acer and Grem
         turn the corner.
                        
                         GREM
          There he is!
                        
         The glass drops away, leaving a car-sized hole.
                        
                         MATER
          (eyes the clock)
          Look, I probably ought to go. I'm
          about to miss my flight.
                        
                         FINN
          Don't worry.
                        
         Finn HOOKS Mater from behind. He YANKS HIM forward ---
                        
                         FINN
          I've taken care of that. Hang on.
                        
         --- and LEAPS OUT THE WINDOW!
                        
         EXT. TARMAC - AIRPORT - JAPAN
                        
         Finn pulls Mater down HARD onto the tarmac, towing him away
         from the terminal.
                        
                         MATER
          This is First Class service. You
          don't even have to go through the
          terminal.
                        
         ACER and GREM appear, chasing them. Mater, who is facing
         backward as he is being pulled along, faces them. They're
         about a hundred yards back.
                        
                         MATER
                         (TO FINN)
          Your karate partners are back here.
          They kinda look like they're trying
          to catch up!
                        
                         FINN
          Drive forward. Whatever you do,
          don't stop.
                        
         Finn SKIDS around, whipping Mater in a 180 so that Mater is
         now towing Finn.
                        
         Grem produces a ROCKET, lines up Finn as his target.
          57.
                        
                        
         Finn, without hesitation, fires a MINI ROLLING-JACK. The jack
         DRIVES ITSELF toward Grem, anchors itself under his frame and
         flips him like a turtle but not before Grem gets the rocket
                        OFF ---
                        
         THE ROCKET - it flies toward Mater and Finn.
                        
         FINN aims and launches a MISSILE back.
                        
         THE ROCKET AND MISSILE COLLIDE IN MID-AIR, EXPLODE.
                        
                         MATER
          (only hearing this)
          Is everything okay back there?
                        
          SIDDELEY (O.S.)
          Finn, it's Sid. I'm on approach.
                        
         A GULFSTREAM JET wings into view overhead. This is SIDDELEY.
                        
                         FINN
          Roger that.
                        
         Mater looks up: ACER screeches into view up ahead, dragging a
         long row of luggage carts in Mater's path, attempting to
         create an accident.
                        
                         MATER
                         (TO FINN)
          You remember that whole thing about
          me not stopping no matter what?
                        
         Just as it looks dire --- RATATATATATATAT!!! SIDDELEY
         descends, hawklike, fires bullets and blows the luggage carts
         sky-high. Mater and Finn burst through them, luggage now
         raining down from above.
                        
                         MATER
          I knew I should've done carry-on!
                        
                         FINN
                         (TO SIDDELEY)
          Thanks, old boy!
                        
         Siddeley LANDS HARD on the tarmac ahead of them. No time to
         stop, he DROPS his back open, revealing HOLLEY.
                        
                         MATER
          Hey, doggone it. It's my imaginary
          girlfriend!
                        
                         HOLLEY
          Come on! Get in here!
          58.
                        
                        
         Mater SPEEDS UP toward Siddeley's ramp, Holley.
                        
                         MATER
                         (TO HOLLEY)
          Boy I tell you what, you really do
          want this first date, don't ya?
          That's a no-quit attitude right
          there.
                        
         Just as Mater's wheels touch the ramp, BULLETS PING around
         him in a spray. Siddeley is HIT, a tire BLOWN. He yells in
         pain.
                        
                         FINN
          Hold on, Sid!
                        
         Siddeley peels off the runway onto the grass.
                        
         A gunfight ensues between Finn and Acer. Finn SHOOTS ACER'S
         TIRE, blowing it and throwing him off-course.
                        
         Acer CAREENS out of control, drives up and THROUGH A JET ---
                        
         --- OUT THE OTHER SIDE where he lands in an oil tanker.
                        
         ON SIDDELEY - He's headed toward the edge of the tarmac,
         where the grass and runway meet WATER. He HITS THE GAS, his
         only hope.
                        
                         SIDDELEY
          Finn, it's now or never!
                        
         Finn BRAKES, 180s and grabs the ramp just as Siddeley gets
         air.
                        
                         SIDDELEY
          Hold on!
                        
         Mater, the only thing not in the jet, dangles and recedes
         from our view as Siddeley climbs toward the clouds. As he's
         PULLED in through the back hatch:
                        
          MATER (V.O.)
          By the time you read this, I will
          be safely on an airplane, flying
          home.
                        
         INT. LOBBY - HOTEL - TOKYO - DAY
                        
         CLOSE ON a handwritten (er, tire-written?) NOTE in childish
         scrawl. We don't see all of it, only a bit. Mater's voice
         O.S. begins the note with the first sentence, but we DISSOLVE
         into McQueen's voice.
          59.
                        
                        
                         MCQUEEN
          "I'm so sorry for what I did. I
          don't want to be the cause of you
          losing any more races. I want you
          to go prove to the world what I
          already know - that you are the
          greatest race car in the whole wide
          world. Your best friend, Mater."
                        
         McQueen takes this in.
                        
                         MCQUEEN
          I didn't really want him to leave.
                        
                         LUIGI
          Wait, there's more here.
                         (READS)
          "P.S. Please tell the hotel I
          didn't mean to order that movie. I
          thought it was just a preview and I
          didn't realize I was paying for it.
          P.P.S... That's funny right there --
          PP."
          (to the others)
          There's a few more pages of P.S.'s
          here.
                        
                         MCQUEEN
                         (TURNING BACK)
          Well, at least I know if he's at
          home he'll be safe.
                        
         EXT. SKY - DAY
                        
         SIDDELEY breaks through some cloud cover, flies with purpose.
                        
         INT. JET - DAY
                        
         A well-appointed spy jet. Various computers line the walls.
                        
                         FINN
          Now that's how I like to start the
          day! You never feel more alive than
          when you're almost dead.
                        
                         HOLLEY
                         (SCANNING MATER)
          I hope that device didn't fall off.
                        
                         MATER
          That's the closest I ever been to
          missing my flight! That was ---
          60.
                        
                        
         With a ROBOTIC ARM, Holley grabs the THE DEVICE that Rod
         Redline hid under Mater. She yanks it out with a GOOSE.
                        
                         MATER
                         (JUMPS)
          Yow!
                        
                         HOLLEY
          Still in one piece, great.
                        
         Holley drops the device into a mainframe computer. It starts
         "ANALYZING."
                        
                         MATER
          I gotta go to a doctor. I keep
          getting these sharp pains in my
          undercarriage.
                        
                         HOLLEY
          Downloading the photo now.
                        
                         MATER
          Hey, lemme introduce you two.
                         (TO HOLLEY)
          This here is Finn McSomething-or-
          other. He's a First Class VIP
          airport whatchamacallit. And Finn,
          this here's my date.
                         (TO HOLLEY)
          I never did get your name.
                        
                         HOLLEY
          Oh yes, sorry. It's Shiftwell.
          Holley Shiftwell.
                        
                         MATER
                         (TO FINN)
          It's Shiftwell. Holley ---
                        
         DING! The computer is done analyzing. The cabin lights dim.
                        
                         FINN
          Finally. Time to see who's behind
          all this.
                        
         AN IMAGE is blasted between the three of them. It's of a
         photograph, a complicated melange of metallic parts stuck
         together.
                        
                         HOLLEY
          (to Mater, expectantly)
          What is this?
          61.
                        
                        
                         MATER
          Well, that's one of the worst
          engines ever made. It's an old
          aluminum V8 with a Lucas electrical
          system and Whitworth bolts. Shoot,
          them Whitworth bolts is a pain,
          tell you what. Them ain't metric,
          they ain't inches...
                        
                         HOLLEY
          Yes, OK, right. But who's engine is
          this, Mater?
                        
                         MATER
          Well, it's kinda hard to tell from
          this picture, ain't it?
                        
                         HOLLEY
          But you're the one who took it.
                        
                         FINN
          Holley.
                        
                         HOLLEY
          Oh, right. Yes, of course. "A good
          agent gets what he can, then gets
          out before he's killed." Sorry.
                        
                         MATER
          Agent? You mean like insurance
          agent, like,
                         (SINGS)
          `Like a good neighbor, Mater is
          there'? Wait, you mean secret
          agents. You guys is spies!
                        
                         FINN
          Holley, in how many makes and
          models did this type of engine
          appear?
                        
         Holley has these stats in seconds. Kid's play.
                        
                         HOLLEY
          It was standard in seven models
          over a 12-year period. At least
          35,000 cars were made with this
          engine.
                        
         Mater MOVES HIS SEAT FORWARD, through one part of the
         hologram so he's face-to-face with Holley.
                        
                         MATER
          You're pretty.
          62.
                        
                        
                         HOLLEY
                         (ANNOYED)
          Yes, alright. Thank you.
                        
                         MATER
          And so nice.
                        
                         HOLLEY
          Just pay attention.
                        
         She moves the engine photo so it's now blocking Mater again.
                        
                         FINN
          This seems like a dead end. If
          there were something in the photo
          that could narrow this down a bit
          I'd be a lot happier.
                        
                         MATER
          You might not be happy, but I bet
          this feller is. See how he's had
          most of his parts replaced? And see
          all them boxes over there? Them's
          all original parts. They ain't easy
          to come by.
                        
                         HOLLEY
          Rare parts.
                        
                         FINN
          That's something we can track.
                        
                         HOLLEY
          Exactly!
                        
         Holley drops her screen down.
                        
                         FINN
          Well done, Mater! I would never
          have seen that.
                         (TO HOLLEY)
          I know of a black-market parts
          dealer in Paris, a treacherous
          lowlife. But, he's the only car in
          the world who can tell us whose
          engine this is. Mater, what would
          you say to setting up an informal
          task force on this one?
                        
                         MATER
          Wait, what?
          63.
                        
                        
                         FINN
          You obviously have plenty of
          experience in the field.
                        
                         MATER
          Well yeah I live right next to one.
          (thinks about it)
          I don't know, Finn. I ain't exactly
          been much help to anybody recently.
                        
                         FINN
          You're helping me. Please, Mater.
                        
                         MATER
          Well, okay. But you know I'm just a
          tow truck, right?
                        
                         FINN
          Right. And I'm just in the
          import/export business. Siddeley?
                        
                         SIDDELEY
          Yes, Finn?
                        
                         FINN
          Paris. Tout de suite.
                        
                         MATER
          Yeah, two of them sweets for me
          too, Sid!
                         (TO HOLLEY)
          You know, I always wanted to be a
          spy.
                        
                         HOLLEY
                         (SMILING SWEETLY)
          Really? Me too.
                        
                         SIDDELEY
          Afterburners, sir?
                        
                         FINN
          Is there any other way?
                        
         EXT. JET - MOVING
                        
         Siddeley HITS THE JUICE, they kick forward like a mule as we
         CUT TO ---
                        
         A MONTAGE OF PARIS: Mater attempts to merge into roundabout
         traffic; mimes annoy tourists at the Eiffel Tower; a painter
         works his magic on an unattractive couple; a couple kisses on
         the most romantic spot in the world; we might even catch
         GASTOW'S RESTAURANT.
          64.
                        
                        
         The charming, low-key introduction ends with a SWEEPING VISTA
         of Paris's center from far away as we CRANE DOWN INTO ---
                        
         EXT. STREET - DAY
                        
         --- a dirty street in the 1st Arrondissement. Finn and Holley
         drive along together as Mater, playing "spy," darts back and
         forth behind them from doorway to dumpster, "hiding out."
         He's having a ball.
                        
                         FINN
                         (TO HOLLEY)
          Once we're inside, stay close.
          Don't bother checking VIN numbers
          for criminal records, they're all
          dodgy here.
                        
                         HOLLEY
          No VIN scans. Got it.
                        
                         FINN
          Don't talk to anyone. Don't look at
          anyone. And absolutely, positively
          no idling. Are we clear?
                        
                         HOLLEY
          Yes, right. No idling. Yes, sir.
                        
                         FINN
          Mater?
                        
                         MATER
          Yeah, Finn?
                        
                         FINN
          We're not here to go shopping.
                        
         As Finn and Holley and Mater turn the corner...
                        
                         MATER
          Shopping? What do you mean? Why
          would I ---
                        
         Mater turns the corner and enters a massive Les Halles-
         inspired Parisian market filled with car parts. A tow truck's
         dream.
                        
                         MATER
          Dadgum.
                        
                         MERCHANTS
          - Parts for sale, Monsieur!
          - Monsieur! Parts for sale!
          65.
                        
                        
         IN THE MARKET - MOMENTS LATER
                        
         Mater rolls along, impressed by the goods for sale.
                        
                         MATER
          You gotta be kidding me - they've
          got everything here. Look at them
          hoods! I could use a hood.
                        
         Mater continues on though, heeding Finn's advice.
                        
                         MATER
          Sorry fellers, I gotta go.
                        
         INT. ENCLOSED MARKETPLACE - DAY
                        
         Mater, now out of sight of Finn and Holley, passes a darkened
         stall. He STOPS, peers in. There's someone in there.
                        
                         MATER
          Excuse me. What are you selling?
                        
         It suddenly OPENS its headlights revealing... EYES!! In
         French, the mutant car pitches his wares to Mater. Mater
         FREAKS OUT, speeds off, TERRIFIED.
                        
         AROUND THE CORNER - FINN AND HOLLEY
                        
         A few car lengths ahead of Mater. They roll along, looking
         for... Aha! Finn and Holley recede into the shadows.
                        
         In FINN'S SIDE MIRROR: TOMBER, a three-wheeled parts dealer,
         argues with a French customer.
                        
                         FINN
          There you are.
                        
         Mater suddenly turns the corner, sees Finn and Holley.
                        
                         MATER
          Man, there are some great ---
                        
                         FINN
          Mater, get back!
                        
         Too late. Tomber sees Mater, then notices FINN, reflected in
         a hubcap. He BOLTS. Finn and Holley give chase.
                        
                         MATER
          Hey, wait for me!
                        
         Tomber, skidding away, kicks a tent in Finn's way. Holley
         quickly pivots RIGHT and disappears. Where did she go?
          66.
                        
                        
         Finn, hot in pursuit, leaps another obstacle and loses ground
                        TO ---
                        
         --- Tomber who turns a corner and finds himself grill to
         grill with HOLLEY. He whips to the left but TURNS OVER,
         rolling sideways and CRASHING to a stop.
                        
         Holley ZAPS him with ELECTROSHOCKERS. Finn suddenly arrives,
         stops her.
                        
                         FINN
                         (TO HOLLEY)
          Have you lost your mind?!
                        
                         HOLLEY
          But I thought ---
                        
                         FINN
          Mater! This chap needs a tow. Hook
          him up.
                        
                         MATER
          Sure thing.
                         CUT TO:
                        
         MOMENTS LATER - Mater tows Tomber, following Finn and Holley.
                        
                         TOMBER
          You rusty piece of junk, get your
          dirty hook off me!
                        
         INT. A SMALL GARAGE - MOMENTS LATER
                        
         Finn throws open a door. Cars scatter like cockroaches.
                        
                         FINN
          (to the cars)
          Allez! Maintenant - vite!
                        
         Mater unhooks an angry Tomber who spits in French. Finn pulls
         the door down. As it LATCHES TIGHT ---
                        
                         TOMBER
                         (TO FINN)
          Electroshock! Are you kidding me??
                        
                         FINN
          Easy, Tomber. This is her first
          field assignment - she didn't know
          you were my informant.
                        
                         HOLLEY
          Informant?
          67.
                        
                        
                         TOMBER
          A rookie, eh? I never liked new car-
          smell.
                        
         Holley FUMES with anger.
                        
                         FINN
          Tomber was doing 20 to life in a
          Moroccan impound the first time I
          saved him, if I recall correctly.
                        
                         TOMBER
          Speaking of recalls, you're getting
          up there in mileage aren't you,
          Finn?
                        
                         HOLLEY
          Alright, we get it. You both know
          each other, you're both old. So.
                        
         Holley shoots a HOLOGRAPHIC PHOTO of the engine in front of
         Tomber.
                        
                         HOLLEY
          There you go, informant. Inform us.
                        
         Tomber eyes the photo. He recoils, unimpressed.
                        
                         TOMBER
          That is the worst motor ever made.
                        
         Suddenly, Tomber narrows his gaze.
                        
                         TOMBER
          Wait. That oil filter... those
          wheel bearings.
                        
                         FINN
          Do those parts look familiar,
          Tomber?
                        
                         TOMBER
          They should. I sold them.
                        
                         HOLLEY
          To whom?
                        
                         TOMBER
          No idea. He's my best customer, but
          he always does his business over
          the phone. I was always wondering
          why he needs so many parts. Now I
          know.
          68.
                        
                        
                         MATER
          Well, a lemon needs parts. Ain't
          nothing truer than that.
                        
                         FINN
          "Lemon?"
                        
                         MATER
          Yeah, you know. Cars that don't
          ever work right. Lemons is a tow
          truck's bread and butter. Like them
          Gremlins and Pacers we run into at
          the party and the race and the
          airport.
                        
                         FINN
          Holley, pull up the pictures from
          the oil platform. I want to know
          what other type of cars were out
          there.
                        
         Holley complies and suddenly PHOTOS OF CARS FROM THE OIL
         PLATFORM hang suspended in the air in front of them.
                        
                         HOLLEY
          Right. Let's see. There were Hugos.
          And Trunkovs.
                        
                         FINN
          Mater, are these cars considered
          lemons?
                        
                         MATER
          Is the Popemobile Catholic?
                        
                         HOLLEY
          Finn. Everyone involved in this
          plot is one of history's biggest
          loser cars.
                        
         Holley refers to the ENGINE PHOTO, which now rises forward as
         the prominent picture, perhaps the only one in view.
                        
                         FINN
          And they're all taking their orders
          from the car behind this engine.
                        
                         TOMBER
          This explains it!
                        
                         FINN
          What, Tomber?
          69.
                        
                        
                         TOMBER
          Gremlin, Pacer, Hugo and Trunkovs
          never get together. But they're
          having a secret meeting in two
          days.
                        
                         FINN
          Where's this meeting taking place?
                        
                         TOMBER
          Porto Corsa, Italy.
                        
                         MATER
          That's where the next race is!
                        
                         FINN
          Then there's a good chance our
          mystery engine will be there too.
                        
                         TOMBER
          Your chances are more than good. I
          just sent him a new clutch assembly
          yesterday... to Porto Corsa.
                        
                         FINN
          Holley, contact Stephenson and have
          him meet us at Gare de Lyon. Good
          work.
                        
         EXT. FRENCH ALPS - NIGHT
                        
         STEPHENSON, a THREE-CAR LUXURY BULLET TRAIN speeds along a
         snow-covered mountain in the dead of night, its halogen
         headlight cutting through the darkness. It DIPS into a
                        TUNNEL ---
                        
          MATER (O.S.)
          Boy, I'll tell you what. That three-
          wheeled feller had to be right
          about a big meeting.
                        
         INT. SPY CAR - MOVING - NIGHT
                        
         Mater, Finn and Holley scroll through surveillance-style
         photos of TRAFFIC on an Italian street. They're in the front
         train car, which doubles as a luxury seating area and
         intelligence command center.
                        
                         MATER
          You never see this many lemons in
          one town. Unless there's a swap
          meet, or something.
                         (TO HOLLEY)
                         (MORE)
          70.
                        
                         MATER (CONT'D)
          Hey, how'd you get all them
          pictures?
                        
                         HOLLEY
          Well, I remotely reprogrammed Porto
          Corsa's red light cameras to do
          recognition scans.
                        
                         MATER
          Wow, not only is you the prettiest
          car I ever met, but you the
          smartest too.
                        
                         HOLLEY
          Thank you. I think.
                        
                         MATER
          That's a familiar sight.
                        
         Mater refers to a photo of VICTOR HUGO, the HUGO Lemonhead,
         being towed by an EASTERN EUROPEAN TOW TRUCK.
                        
                         MATER
          A Hugo being towed. But he looks
          absolutely perfect.
                        
                         FINN
          Of course. They must be the heads
          of the lemon families.
                        
                         MATER
          Makes sense. If I was rich and
          broke down every day, I'd hire me
          to tow me around all the time too.
                        
                         FINN
          We've got to infiltrate that
          meeting. It's the only way to find
          out who's behind all this.
                        
                         HOLLEY
                         (EYEING MATER)
          Hang on a minute.
                        
                         MATER
          What?
                        
                         HOLLEY
          Hold still.
                        
         Holley SNAPS Mater's picture, temporarily blinding him.
                        
                         MATER
          Ahh!
          71.
                        
                        
         Holley turns back to her monitor. Mater's face appears on
         screen. She quickly GRAFTS it over the Hugo's tow truck's.
                        
                         FINN
          Good job, Miss Shiftwell.
                        
         Holley isn't sure what surprises her more: the compliment or
         how pleased it makes her.
                        
                         HOLLEY
          Thank you, Finn.
                        
                         MATER
          Boy, I sure wish my friends could
          see me now.
                        
         EXT. SMALL TOWN - ITALY - OUTSIDE PORTO CORSA - DAY
                        
         A quaint Italian piazza. A pristine MASERATI FOUNTAIN,
         complete with ancient trident, looms in our view.
                        
         Luigi and Guido roll into view.
                        
                         LUIGI
          Guido, your eyes do not deceive
          you. We are in Italy. We are home!
                        
         Sarge, Fillmore and McQueen exit a WGP transport truck.
                        
                         FILLMORE
          Hey, Luigi. Which way to the hotel,
          man?
                        
                         LUIGI
          What? No friends of mine will stay
          in a hotel in my village. You will
          stay with my --- Uncle Topolino!
                        
         UNCLE TOPOLINO, a distinguished 1937 Fiat Topolino, rolls
         forward. He greets them warmly with affectionate Italian
         salutations as word of Guido and Luigi's arrival spreads. The
         square FILLS with family and friends.
                        
         EXT. PIAZZA - DUSK
                        
         A festive homecoming party. Lights strung across the square.
         Music and dancing. Fillmore and Sarge are at a dining table.
                        
                         SARGE
          How do they do it? These are the
          same ingredients as back home, but
          it tastes so good.
          72.
                        
                        
                         FILLMORE
          It's organic, man.
                        
                         SARGE
          Tree hugger.
                        
         LIGHTNING MCQUEEN rolls along the periphery of the square,
         seems lost in thought.
                        
          UNCLE TOPOLINO (O.S.)
          Race car.
                        
         Uncle Topolino beckons McQueen over.
                        
                         UNCLE TOPOLINO
          You look so down, so low. Is like
          you have flat tires.
                        
         MAMA TOPOLINO, a hefty Italian grandmother pipes up, a mile a
         minute then drives off, now a car on a mission.
                        
                         UNCLE TOPOLINO
          She said you look like you're
          starving. That she's going to make
          you a big meal, and fatten you up.
                        
                         MCQUEEN
          No, Mama Topolino, please. You
          don't need to make a fuss!
                        
         Too late. She's disappeared inside her kitchen.
                        
                         UNCLE TOPOLINO
          Capisco. I understand. Is a
          problem, yes? Between you and a
          friend?
                        
                         MCQUEEN
          How'd you know that?
                        
                         UNCLE TOPOLINO
          A wise car hears one word and
          understands two.
                        
         McQueen takes this in, impressed.
                        
                         UNCLE TOPOLINO
          That, and Luigi told me. While Mama
          cooks, come and take a stroll with
          me.
                        
         They amble forward, Uncle Topolino setting the pace.
          73.
                        
                        
                         MCQUEEN
          I brought my friend Mater along on
          the trip. And I told him he needed
          to act different, that we weren't
          in Radiator Springs.
                        
                         UNCLE TOPOLINO
          This Mater. He's a close friend?
                        
                         MCQUEEN
          He's my best friend.
                        
                         UNCLE TOPOLINO
          Then why would you ask him to be
          someone else?
                        
         McQueen considers this - a realization.
                        
                         MCQUEEN
          What did I do? I said some things
          during our fight...
                        
                         UNCLE TOPOLINO
          You know, back when Guido and Luigi
          used to work for me, they would
          fight over everything.
                        
         IN THE SQUARE - Guido dances with a girl. Luigi suddenly CUTS
         IN. They begin to ARGUE.
                        
                         UNCLE TOPOLINO
          They fight over what Ferrari was
          the best Ferrari; which one of
          them look more like a Ferrari...
          There were even some non-Ferrari
          fights.
                        
         Guido now LIFTS Luigi, cuts BACK in.
                        
                         UNCLE TOPOLINO
          So I tell them, va bene. It's okay
          to fight. Everybody fights now and
          then, especially best friends.
                        
         McQueen takes this in. Seems to take some small comfort.
                        
                         UNCLE TOPOLINO
          But you gotta make up fast.
                        
         McQueen's comfort quickly evaporates.
                        
                         UNCLE TOPOLINO
          No fight more important than
          friendship.
          74.
                        
                        
         Guido and Luigi now dance together with the girl and her
         friend who has just arrived. All having a great time. They
         dance past us, crossing in front of MCQUEEN AND UNCLE
         TOPOLINO. We STAY WITH them.
                        
                         UNCLE TOPOLINO
          Chi trova un'amico, trova un
          tesoro.
                        
                         MCQUEEN
          What does that mean?
                        
                         MAMA TOPOLINO
                         (ARRIVING)
          Whoever find a friend, find a
          treasure.
                        
         Mama Topolino drops a tray of food in front of McQueen.
                        
                         MAMA TOPOLINO
          Now, mangia! Eat!
                        
         ON MCQUEEN, distant, taking all of this in, lost in thought
         as, in the background, Uncle Topolino and Mama Topolino talk,
         then argue, then make up (all in Italian) all while we stay
         on McQueen's pensive face ---
                        
         INT. TRAIN TUNNEL - LATER
                        
         Stephenson glides along, all business.
                        
                         STEPHENSON
          Finn, one hour to Porto Corsa.
                        
         INT. TRAIN - MOVING - LATER
                        
                         FINN
          Thank you, Stephenson.
                        
         Finn watches as HOLLEY attaches a new EMERGENCY LIGHT on
         Mater's roof. It looks exactly like his old one.
                        
                         HOLLEY
          That should just about do it.
                        
                         FINN
          Perfect.
                        
                         HOLLEY
          So Mater, it's voice-activated. But
          you know, everything's voice-
          activated these days.
          75.
                        
                        
                         MATER
          What? I thought you was supposed to
          be making me a disguise.
                        
                         MATER'S COMPUTER
          Voice recognized. Disguise Program
          Initiated.
                        
         ZWWWWAT! A HOLOGRAPHIC disguise suddenly umbrellas out,
         emitted from Mater's roof. It drops a clean cloaking image of
         the EASTERN EUROPEAN TOW TRUCK over Mater.
                        
                         MATER
          Cool! Hey, computer. Make me a
          German truck!
                        
                         MATER'S COMPUTER
          Request acknowledged.
                        
         ZWATTTT! Mater suddenly wears lederhosen and a German hat.
                        
                         MATER
          Check it out. I'm wearing
          Materhosen. Make me a monster
          truck!
                        
                         MATER'S COMPUTER
          Request acknowledged.
                        
         He's transformed into Dracula, complete with fangs.
                        
                         MATER
                         (ALA DRACULA)
          I vant to siphon your gas. Now make
          me a taco truck!
                        
                         MATER'S COMPUTER
          Request acknowledged.
                        
                         MATER
          A funny car!
                        
                         MATER'S COMPUTER
          Request acknowledged.
                        
         Finn suddenly pushes a button, stops the madness.
                        
                         FINN
          The idea is to keep a low profile,
          Mater.
                        
         Mater, chastened, moves on.
          76.
                        
                        
                         MATER
          So I just go in, pretend to be this
          truck.
                        
                         FINN
          And leave the rest to us.
                        
                         HOLLEY
          Now hold still.
                        
         Holley turns back to her work. The disguise's cloaking is
         larger than Mater. As a result, Holley must dial it back to
         fit his body. As she carefully calibrates the hologram:
                        
                         HOLLEY
          I have to do the final fitting on
          your disguise.
                        
         Holley STOPS. The 3D disguise is now flush with his frame,
         but dents SHOW THROUGH.
                        
                         HOLLEY
          Oh dear. That's no good.
                        
         She deploys A BONDO SPRAYER on a robotic arm, moves it toward
         one of Mater's DENTS. Mater pulls away.
                        
                         MATER
          Hey, what are you doing?
                        
                         HOLLEY
          The disguise won't calibrate
          effectively without a smooth
          surface to graft onto.
                        
                         MATER
          Oh. For a second there I thought
          you was trying to fix my dents.
                        
                         HOLLEY
          I was.
                        
                         MATER
          Well then no thank you. I don't get
          them dents buffed, pulled, filled
          or painted by nobody. They're way
          too valuable.
                        
                         HOLLEY
          Your dents are valuable?
                        
                         MATER
          I come by each one of them with my
          best friend Lightning McQueen.
                         (MORE)
          77.
                        
                         MATER (CONT'D)
          I don't fix these. I want to
          remember these dents forever.
                        
                         HOLLEY
          So you were being serious in Paris?
          McQueen isn't just part of your
          cover?
                        
                         FINN
          Friendships can be dangerous in our
          line of work, Mater.
                        
                         MATER
          But my line of work is towing and
          salvage.
                        
                         FINN
          Right. And Miss Shiftwell's is
          designing iPhone apps.
                        
                         MATER
          No, I meant for real. I ---
                        
                         HOLLEY
          It's okay. Say no more. I'll work
          around the dent.
                        
                         FINN
          In the meantime...
                        
         Finn hits a button. The walls transform into a MASSIVE
         WEAPONS CACHE.
                        
                         FINN
          You look a little light on weapons.
                        
         Off Mater's RXN ---
                        
         EXT. ALPS - DAWN
                        
         --- STEPHENSON EMERGES LOUDLY from a tunnel. He powers
         forward, starts his descent into Italy ---
                        
          BRENT MUSTANGBURGER (V.O.)
          You are looking live at beautiful
          Porto Corsa, Italy, on the Italian
          Riviera. What a magnificent setting
          for the second race of the World
          Grand Prix.
                        
         EXT. PORTO CORSA, ITALY - DAY
                        
         Over sweeping helicopter BEAUTY SHOTS:
          78.
                        
                        
          DAVID HOBBSCAP (V.O.)
          Well Brent, they call this place
          "The Gem of the Riviera," and it's
          easy to see why.
                        
         A local fishing boat chugs through an idyllic waterway,
         beneath bridges that connect hillside villas.
                        
          DAVID HOBBSCAP (V.O.)
          With its secluded beaches and
          opulent casinos, Porto Corsa truly
          is a playground for the wealthy.
                        
         A long line of RICH-LOOKING YACHTS in the harbor.
                        
          DAVID HOBBSCAP (V.O.)
          And everyone who's anyone is here
          today.
                        
         Rich SPORTS CARS drive past pricey shops.
                        
          DAVID HOBBSCAP (V.O.)
          From the ultra-rich and super-
          famous, to world leaders and
          important dignitaries.
                        
         THE POPEMOBILE, visible in a crowd, drives through town.
                        
          DARRELL CARTRIP (V.O.)
          You aren't kidding, David. You
          can't do a three-point turn around
          here without bumping into some
          celebrity!
                        
         HELICOPTER SHOT of the Casino.
                        
          BRENT MUSTANGBURGER (V.O.)
          Welcome everyone to the second race
          of the World Grand Prix!
                         CUT TO:
                        
         MUSTANGBURGER, HOBBSCAP and CARTRIP in the control booth.
                        
                         BRENT MUSTANGBURGER
          The big news continues to be
          Allinol. Sir Miles Axlerod spoke to
          the press earlier today to answer
          questions about its safety.
                        
         FOOTAGE OF THE PRESS CONFERENCE - Miles Axlerod, at a podium,
         addresses the press throng. He looks a bit exasperated.
          79.
                        
                        
                         MILES AXLEROD
          An independent panel of scientists
          has determined that Allinol is
          completely safe. Okay? Safe! There
          it is.
                        
                         BRENT MUSTANGBURGER
          So the race will go on, folks.
                        
         RACE GRAPHICS show Francesco with 10 points at the top of the
         race standings.
                        
                         DARRELL CARTRIP
          But the question everyone is
          asking: Will the real Lightning
          McQueen show up today?
                        
         ON THE TRACK - As the racers begin to get into position on
         the grid.
                        
          BRENT MUSTANGBURGER (V.O.)
          Well, he better. Talk about a home-
          track advantage. Francesco
          Bernoulli grew up racing on this
          course.
                        
          ITALIAN TRACK ANNOUNCER (V.O.)
          Signore e signori, in the pole
          position, numero uno...
                        
         The crowd is cheering already, knows who this is.
                        
          ITALIAN TRACK ANNOUNCER (V.O.)
          ... Francescoooooo!
                        
         The Italian crowd roars and chants for their hometown hero.
                        
                         FRANCESCO
          (to the crowd)
          Bellissima! Thank you for your
          support.
                         (TO MCQUEEN)
          And your big mistake, McQueen!
                        
         McQueen missed this comment. He approaches his grid position,
         lost in thought.
                        
          ITALIAN TRACK ANNOUNCER (V.O.)
          In the secondo position. Numero
          novantacinque. Lightning McQueen!
                        
         Cheers (not so thunderous, obviously) from the crowd. McQueen
         doesn't seem to notice.
          80.
                        
                        
         IN MCQUEEN'S PIT - His team exchanges looks, worried.
                        
                         LUIGI
          McQueen? Is everything okay?
                        
                         FILLMORE
          If you're worried about your fuel,
          man, don't. It's perfectly safe.
                        
         BACK ON THE STARTING GRID
                        
                         MCQUEEN
          No, guys, I just really wish Mater
          were here.
                        
          FRANCESCO (O.S.)
          Francesco understands, McQueen.
                        
         Francesco parks next to him, grinning.
                        
                         MCQUEEN
          Oh, great. Here it comes. What've
          you got, Francesco?
                        
                         FRANCESCO
          For famous race cars like Francesco
          and well... you, to be far away
          from home is not easy.
                        
                         MCQUEEN
          I think you forgot the insulting
          part of that insult.
                        
                         FRANCESCO
          Is no insult. When Francesco is
          away from home, he misses his mama
          just like you miss your tow truck
          amico.
                        
                         MCQUEEN
          Gee, I maybe misjudged you, because
          that's exactly how I ---
                        
                         FRANCESCO
          Of course, I am at home. And my
          mama is right here.
                        
         Francesco refers to his MAMA who sits in a special box in the
         crowd, cheering him on, blowing him kisses.
                        
                         FRANCESCO
                         (YELLS)
          Mama! Don't worry, Mama!
                         (MORE)
          81.
                        
                         FRANCESCO (CONT'D)
          McQueen is very sad! I will beat
          his cry-baby bottom today!
                        
                         MCQUEEN
          And there's the insult we were
          missing. Grazie!
                        
         THE LIGHTS - CLICK FROM RED TO GREEN ---
                        
         THE RACERS TAKE OFF!
                        
         EXT. PORTO CORSA - DAY
                        
         SHOTS of the racers making the first few turns through the
         city streets. We PAN to the CASINO DI PORTO CORSA. The Beaux
         Arts-style architecture towers atop a hill, overlooks the
         course.
                        
         EXT. THE CASINO - MOMENTS LATER
                        
         A group of thuggish HUGOS - ugly Eastern European cars - wait
         impatiently at the front. A LIMOUSINE-STYLE car carrier rolls
         up to the roundabout.
                        
         An esteemed, elderly GREMLIN rolls past with a group of
         GREMLIN THUGS who usher him into the casino.
                        
                         ALEXANDER HUGO
          Gremlins. Man, those are some ugly
          cars. Look like someone stole their
          trunks.
                        
         The THUGS all SNICKER.
                        
                         HOLLEY
          Scusatemi, tutti! Signori!
                        
         Holley arrives, sporting a decent Italian accent.
                        
                         HOLLEY
          Mio nonno, my grandfather, has
          broken down. If one of you would
          help I would be so thankful.
                        
         IVAN, AN EASTERN EUROPEAN TOW TRUCK (the one Holley and Finn
         prepped Mater to impersonate), drives forward.
                        
          IVAN THE TOW TRUCK
          Sounds like you need some "roadside
          assistance".
                        
                         ANOTHER HUGO
          She was talking to me, Ivan.
          82.
                        
                        
          IVAN THE TOW TRUCK
          Oh really? Prove it.
                        
                         HOLLEY
          No, no, don't fight over me.
                        
         Holley directs her interest toward Ivan.
                        
                         HOLLEY
          Signore Tow Truck, per favore?
                         CUT TO:
                        
         MATER - He watches this from a safe hiding spot around a
         corner.
                        
          FINN (V.O.)
          Get ready, Mater.
                         CUT TO:
                        
         FINN, at an outdoor cafe on the casino grounds.
                        
                         FINN
          You're on any moment now.
          CUT BACK TO:
                        
         MATER, now looking a bit nervous. He backs out of sight.
                        
                         MATER
          I don't know about this, Finn.
          What if I screw things up?
                        
          FINN (OVER RADIO)
          Impossible. Just apply the same
          level of dedication you've been
          using to play the "idiot tow truck"
          and you'll be fine.
                        
                         MATER
          It's just that them guys look
          pretty tough and --- Wait, did you
          say "idiot"? Is that how you see
          me?
                        
          FINN (OVER RADIO)
          That's how everyone sees you. Isn't
          that the idea? I tell you, that's
          the genius of it. No one realizes
          they're being fooled because
          they're too busy laughing at the
          fool. Brilliant.
                        
         While Finn talks, Mater takes this in. He catches his own
         reflection in a nearby window. Seems to be seeing himself
         with new eyes.
          83.
                        
                        
         ZZZZATTT! Mater jumps at the sound, turns in time to see Ivan
         SHOCKED UNCONSCIOUS by Holley's ZAPPERS.
                        
                         HOLLEY
          Why aren't you in disguise?
                        
                         MATER
          I, uh---
                        
                         HOLLEY
          Come on, there's no time. Go!
                        
                         MATER
          Okay, okay. Computer: disguise.
                        
                         MATER'S COMPUTER
          Request acknowledged.
                        
         EXT. AROUND THE NEXT CORNER - CONTINUOUS
                        
         Mater, now disguised as Ivan the Tow Truck, approaches the
         Hugos. Another LIMO CAR CARRIER arrives.
                        
                         ALEXANDER HUGO
          It's the boss! He is coming!
                        
         The carrier parks and the back opens. VICTOR HUGO waits.
                        
                         VICTOR HUGO
          Ivan!
                        
         Mater realizes Victor is talking to him. He hops to it.
                        
                         VICTOR HUGO
          Ivan, why do you insult me so by
          making me wait?
                        
         Mater, now with Victor hooked, tows him in the front doors of
         the casino.
                        
         ON FINN - now joined in the cafe by Holley who monitors
         everything and SEES EVERYTHING MATER SEES on her display.
                        
                         HOLLEY
          He's in.
                        
         EXT. RACE COURSE - PORTO CORSA - DAY
                        
         McQueen and Francesco battle for first place ---
                        
          BRENT MUSTANGBURGER (V.O.)
          The racers are now making their way
          around the hairpin, and headed
          downhill toward the casino bridge.
          84.
                        
                        
         INT. CASINO - DAY
                        
         Cars play craps with FUZZY DICE; slot machines with odometers
         for jackpot numbers; cigarette girls sell car items.
                        
          CIGARETTE GIRL CAR
          Air Freshener, antenna balls,
          sparkplugs...
                        
         ON MATER - He tows VICTOR. They are flanked on all four
         corners by Hugo thugs, ala a presidential motorcade. The
         largess of the interior design seems to finally snap Mater
         out of his funk.
                        
                         MATER
                         (WIDE-EYED)
          Wow, this place looks like it's
          made out of gold.
                        
         The Hugos on either side of Mater exchange a look.
                        
          HOLLEY (OVER RADIO)
          That's because it is, Mater. Now,
          be careful what you say.
                        
                         MATER
          Why is that? What do you mean don't
          talk to you?
          (more talking from Holley
          which we cannot hear)
          So you want me to stop talking to
          you. Right now?
                        
                         ALEXANDER HUGO
          You are acting strange today, Ivan.
                        
                         MATER
          I have no idea what you're talking
          about...
                        
         MATER'S P.O.V. - A digital readout isolates the Hugo and
         starts to scroll reams of information alongside.
                        
                         MATER
          ...Alexander Hugo, aka "Chop Shop
          Alex."
                        
         IN A WIDER SHOT we realize this display is invisible to all
         but Mater. Some of Alex's other alias' include "Alexander Hu-
         Don't Go" and "Alexander the Not-So Great."
          85.
                        
                        
                         MATER
          Hey, you got a lot of aka's, Alex.
          But I guess that makes sense
          seeings how you's wanted in France,
          Germany, the Czech Republic...
                        
                         HOLLEY
          (cutting in to his
                         DISPLAY)
          Mater! Stop it!
                        
         Alexander Hugo, unaware of Holley's interruption, whispers to
         Mater as they turn a corner.
                        
                         ALEXANDER HUGO
          Okay, okay. Keep your voice down.
          You're gonna make me arrested.
          (to the other Hugos)
          Don't mess with Ivan today. He's in
          a bad mood.
                        
         EXT. CASINO - DAY
                        
         Holley, hearing this, can't believe it.
                        
                         FINN
          He's so good.
                        
         INT. CASINO - DAY
                        
         Mater tows Victor inside a private room, where inside are the
         WORLD'S WORST CARS including VLADMIR TRUNKOV, TUBBS PACER and
         J. CURBY GREMLIN.
                        
                         VLADIMIR TRUNKOV
          Victor!
                        
                         TUBBS PACER
          Hey, Victor!
                        
          J. CURBY GREMLIN
          There you are.
                        
                         VLADIMIR TRUNKOV
          Come in, come in.
                        
          J. CURBY GREMLIN
          Victor Hugo. I'm J. Curby Gremlin,
          from Detroit. It's good to see you.
          Now we can start.
                        
                         VICTOR HUGO
          Is the big boss here yet?
          86.
                        
                        
                         VLADIMIR TRUNKOV
          No, not yet.
                        
                         TUBBS PACER
          He's supposed to be here any
          minute.
                        
         WHAM! A DOOR is thrown open O.S. Everyone turns, now silent.
                        
         ON THE DOOR - It sits open. No one enters.
                        
         The room of Lemons watch, nervous.
                        
         ON MATER - Nervously watching too.
                        
         EXT. CASINO - CONTINUOUS
                        
                         FINN
          Here we go.
                        
         INT. PRIVATE ROOM - CASINO - CONTINUOUS
                        
         A car finally appears. It's Zundapp.
                        
                         PROFESSOR ZUNDAPP
          Guten Tag!
                        
         Everyone looks disappointed.
                        
                         TUBBS PACER
          It's just the Professor.
                        
                         VICTOR HUGO
          Zundapp, when is he coming?
                        
                         PROFESSOR ZUNDAPP
          He's already here.
                        
         MONITORS descend from the ceiling. On them, an image of AN
         ENGINE - the same bloody engine from the photo. But this is a
         LIVE image. The car is being worked on.
                        
                         VOICE
          Welcome, everyone.
                        
         The VOICE is garbled, scrambled. No way to determine who.
                        
                         ENGINE VOICE
          I wish I could be with you on this
          very special day but... my clutch
          assembly broke. You know how it is.
                        
         The Lemons all nod in understanding.
          87.
                        
                        
                         TUBBS PACER
          Been there.
                        
          J. CURBY GREMLIN
          Forget about it.
                        
                         VLADIMIR TRUNKOV
          We know how you feel.
                        
         EXT. CASINO
                        
                         FINN
          Descramble that voice!
                        
                         HOLLEY
          (already on it)
          I'm trying... It's too
          sophisticated!
                        
         INT. PRIVATE ROOM - CASINO - CONTINUOUS
                        
                         ENGINE VOICE
          We are here to celebrate. Today all
          your hard work pays off. The world
          turned their backs on cars like us.
          They stopped manufacturing us,
          stopped making our parts. The only
          thing they haven't stopped doing is
          laughing at us. They've called us
          terrible names...
                        
         On VICTOR HUGO.
                        
                         ENGINE VOICE
          Jalopy. Rustbucket.
                        
         On TUBBS PACER.
                        
                         ENGINE VOICE
          Heap. Clunker.
                        
         On J. CURBY GREMLIN:
                        
                         ENGINE VOICE
          Junker, beater, wreck.
                        
         On ZUNDAPP.
                        
                         ENGINE VOICE
          Rattletrap.
                        
         And finally back on the monitor. The ENGINE.
          88.
                        
                        
                         ENGINE VOICE
          Lemon. But their insults just give
          us strength. Because today, my
          friends...
                        
         The monitors switch to LIVE RACE FOOTAGE.
                        
                         ENGINE VOICE
          ...that all ends.
                        
         On the VIDEO SCREENS - CARLA VELOSO'S ENGINE BLOWS ---
                        
         EXT. RACE COURSE - CONTINUOUS
                        
         Veloso swerves, attempts to mitigate a crash ---
                        
          DARRELL CARTRIP (V.O.)
          There's smoke! On the casino
          bridge!
                        
          DAVID HOBBSCAP (V.O.)
          Oh no.
                        
          BRENT MUSTANGBURGER (V.O.)
          It's Carla Veloso, the Brazilian
          race car.
                        
         She skids into a wall, hard.
                        
         EXT. CASINO - CONTINUOUS
                        
                         FINN
          What just happened?
                        
                         HOLLEY
          (analyzing the data)
          I'm working on it.
                        
         INT. PRIVATE ROOM - CASINO - CONTINUOUS
                        
         The lemons are CHEERING. Mater is freaked out.
                        
                         ENGINE VOICE
          They laughed at us. But now it's
          our turn to laugh back.
                        
         BOOM! Another racer blows an engine. Mater JUMPS again.
                        
         EXT. RACE COURSE - SAME
                        
         As the racer smashes into the railing ---
          89.
                        
                        
          DAVID HOBBSCAP (V.O.)
          Another crash! It's number nine,
          Nigel Gearsley.
                        
          ENGINE VOICE (V.O.)
          Embrace your inner lemon! Let it
          drive you!
                        
         EXT. CASINO
                        
                         FINN
          Holley?
                        
                         HOLLEY
          I'm detecting an extremely strong
          electromagnetic pulse.
                        
         Holley replays that last crash. The OUTLINE OF THE BEAM is
         seen hitting the racer. Holley TRACES THIS to its source ---
                        
         --- a WGP CAMERA, which Grem and Acer have pointed at the
         racers from a tower position.
                        
                         HOLLEY
          Finn, it's the camera!
                        
                         FINN
          Where?
                        
                         HOLLEY
          On the tower.
                        
         Finn TAKES OFF, speeding toward Grem and Acer ---
                        
          ENGINE VOICE (V.O.)
          This was meant to be alternative
          fuel's greatest moment.
                        
         EXT. GRANDSTANDS - RACE COURSE - CONTINUOUS
                        
         Angry fans knock over cans of Allinol. One drives over an
         Allinol sign. They're fed up with it.
                        
          ENGINE VOICE (V.O.)
          After today everyone will race back
          to gasoline.
                        
         We RACK FOCUS to reveal another fan as he RIPS an Allinol
         banner down angrily.
                        
         INT. PRIVATE ROOM - CASINO - CONTINUOUS
                        
         The video screens are now filled with ONE IMAGE - of the OIL
         PLATFORMS in the Pacific from the beginning of the movie.
          90.
                        
                        
                         ENGINE VOICE
          And we, the owners of the world's
          largest untapped oil reserve, will
          become the most powerful cars in
          the world!
                        
         EXT. STREETS OF PORTO CORSA - CONTINUOUS
                        
         Finn ducks, weaves, speeds, and pushes his way through
                        BYSTANDERS ---
                        
                         FINN
          Get out of the way! Andate!
                        
         He speeds furiously through town.
                        
         EXT. RACE COURSE - PORTO CORSA - CONTINUOUS
                        
         McQueen and Francesco FLY PAST US.
                        
         INT. PRIVATE ROOM - CASINO
                        
                         ENGINE VOICE
          They will come to us and they will
          have no choice, `cause they will
          need us.
                        
         ON FINN - He SPEEDS up a road, Grem and Acer visible ahead of
         him. He LEAPS over the crevasse toward the AMC cousins ---
                        
         Suddenly, FINN FREEZES. He's immobilized in mid-air!
                        
         He looks up. A CHOPPER with a LARGE MAGNET hovers over him.
                        
                         ACER
                         (TO FINN)
          We figured you might stop by.
                        
          ENGINE VOICE (V.O.)
          And they will finally respect us.
          So hold your hoods high. After
          today you will never again be
          ashamed of who you are!
                        
         Grem and Acer turn back to the camera. They line up Shu
         Todoroki, who's a bit further along now.
                        
                         FINN
          No!
                        
         INT. PRIVATE ROOM - CASINO - CONTINUOUS
                        
                         ENGINE VOICE
          Long live Lemons!
          91.
                        
                        
         EXT. RACE COURSE
                        
         Grem ZAPS THE RACER.
                        
         Flames burst from Todoroki. He loses control.
                        
          BRENT MUSTANGBURGER (V.O.)
          Number seven is loose! Shu
          Todoroki!
                        
         Shu takes down three more cars with him and others follow
         suit. It's a nightmare pileup.
                        
         EXT. CASINO - SAME
                        
         Holley sees Finn being flown away by the chopper.
                        
                         HOLLEY
          Finn.
                        
         EXT. FINISH LINE - PORTO CORSA - CONTINUOUS
                        
          BRENT MUSTANGBURGER (V.O.)
          Bumper to bumper as they approach
          the finish line.
                        
         McQueen NOSES out Francesco for a win, both oblivious to
         what's just happened.
                        
          BRENT MUSTANGBURGER (V.O.)
          McQueen's the winner, Francesco's
          second. And they have no idea what
          happened behind them.
                        
                         MCQUEEN
          Yeah!
                        
                         FRANCESCO
          Dah! This is impossible!
                        
                         MCQUEEN
          That's what I'm talking about.
          Kachow! Hey, where are all the
          other cars?
                        
                         FRANCESCO
          What is going on?
                        
         They see the pile-up from an overhead monitor. Sirens blare
         as a MEDIC CHOPPER flies to the scene of the pile-up.
          92.
                        
                        
                         MCQUEEN
                         (REALIZES)
          Oh no.
                         CUT TO:
                        
         MILES AXLEROD - LATER. He's near the casino. He's completely
         surrounded, 360 degrees, by press. He's drowned out by a
         blizzard of questions.
                        
                         BRENT MUSTANGBURGER
          Sir Axlerod! Is the final race in
          London still going to take place?
                        
         PULL BACK to reveal we are watching this on monitors in the
         PRIVATE CASINO ROOM with the Lemonheads, Zundapp and Mater.
                        
          MILES AXLEROD (ON TV)
          I suppose that... Look, "the show
          must go on" as they say. But now is
          not the time to talk about...
                        
          J. CURBY GREMLIN
          I can't believe this is really
          happening.
                        
                         VLADIMIR TRUNKOV
          Shh, quiet!
                        
          BRENT MUSTANGBURGER (ON TV)
          And Allinol? Will you require all
          the racers to still run on Allinol?
                        
                         VLADIMIR TRUNKOV
          Here it comes.
                        
         On Miles Axlerod: He's devastated.
                        
          MILES AXLEROD (ON TV)
          I cannot in good conscience
          continue to risk the lives of any
          more race cars. The final race will
          not be run on Allinol.
                        
         WILD WHOOPING CHEERS fill the room. Lemonade corks are
         popped.
                        
          BRENT MUSTANGBURGER (ON TV)
          There you have it. A clearly
          devastated Sir Miles Axlerod
          announcing that he will not require
          the cars to use Allinol for the
          final race.
          93.
                        
                        
                         PROFESSOR ZUNDAPP
          A toast! To the death of Allinol
          and alternative fuel forever!
                        
         EXT. CASINO - CONTINUOUS
                        
         Holley is already on the run. Speeding away.
                        
                         HOLLEY
          Mater. Abort the mission. They've
          got Finn. Get out of there. Get out
          of there right now!
                        
         She turns a corner and STOPS.
                        
         Her escape is now blocked by the same HUGO THUGS she tricked
         before. Another vehicle appears BEHIND HER, LOOMS.
                        
          IVAN THE TOW TRUCK
          How is your grandfather?
                        
         INT. PRIVATE ROOM - CASINO - CONTINUOUS
                        
         The Lemonheads celebrate, chant "Long live lemons!" Mater,
         scared, turns to leave. He's stopped by ALEXANDER HUGO.
                        
                         ALEXANDER HUGO
          Isn't this a great party, Ivan?
                        
                         MATER
          Oh yeah, it's unbelievable.
                        
                         ALEXANDER HUGO
          You are not leaving, are you?
                        
                         MATER
          Uh, of course I ain't leavin'.
                        
          MCQUEEN (O.S.)
          I'm just in shock like everybody...
                        
                         MATER
          McQueen?
                        
         He turns, sees that McQueen is being interviewed on the
         monitors.
                        
          MCQUEEN (ON TV)
          Crashes are part of racing, I know.
          But something like that shouldn't
          ever happen.
          94.
                        
                        
          DARRELL CARTRIP (ON TV)
          They're letting you choose your
          fuel for the final race. Do you
          have any idea what it's going to
          be?
                        
          MCQUEEN (ON TV)
          Allinol.
                        
         The excitement suddenly DRAINS from the room.
                        
                         LEMONHEADS
          - What?! - Did he just say
          Allinol? After today?
                        
          MCQUEEN (ON TV)
          My friend Fillmore says the fuel's
          safe. That's good enough for me. I
          didn't stand by a friend of mine
          recently. I'm not gonna make the
          same mistake twice.
                        
         On Mater. He takes this in.
                        
          BRENT MUSTANGBURGER (ON TV)
          So a surprising revelation from
          Lightning McQueen...
                        
         Zundapp is already on the phone with their Big Boss who,
         based on his angry O.S. voice, sounds ticked off.
                        
                         PROFESSOR ZUNDAPP
          Yes, sir. Of course.
                        
         Zundapp hangs up, turns to the room.
                        
                         PROFESSOR ZUNDAPP
          Allinol must be finished for good.
          McQueen cannot win the last race.
          Lightning McQueen must be killed.
                        
         Mater's eyes open wide.
                        
                         MATER
          No!
                        
         Mater backs up, KNOCKING his emergency light against one of
         the monitors. ZZZZZAT! His holographic disguise flickers away
         then quickly SCROLLS THROUGH all of his previous disguises,
         finally revealing rusty old Mater.
                        
                         PROFESSOR ZUNDAPP
          It's the American spy!
          95.
                        
                        
         The thugs DRAW TERRIFYING WEAPONS.
                        
                         MATER
          Dadgum.
                        
                         MATER'S COMPUTER
          "Gatling gun" request acknowledged.
                        
         WHIRRRRR! GUNS roll out of Mater on each side.
                        
                         MATER
          Shoot. I didn't mean ---
                        
                         MATER'S COMPUTER
          Request acknowledged.
                        
         Mater SPRAYS BULLETS into the crowd.
                        
                         VLADIMIR TRUNKOV
          Get down!
                        
                         MATER
          Whoa!!
                        
         The Lemons and Lemonheads hit the deck and RETURN FIRE ---
                        
         Mater is THROWN BACKWARD by the force of the guns, back
         through some double doors and onto a BALCONY.
                        
                         MATER
          Wait wait! I didn't mean that kind
          of shoot!
                        
                         MATER'S COMPUTER
          Correction acknowledged. Deploying
          chute.
                        
         WHOOM! A PARACHUTE BURSTS out of the back of Mater, he
         catches air and is YANKED INTO THE SKY!
                        
         The Lemonheads watch him float away, amazed.
                        
         ON MATER, out of the frying pan but still toasty. He looks
         around, notices:
                        
         LIGHTNING MCQUEEN, far away, leaving the press podium.
                        
                         MATER
          McQueen!
                        
         Mater looks down at the harbor, over which he flies. He spots
         a MOTORBOAT. Mater WHIPS his hook down, steals a ride behind
         the boat TOWARD MCQUEEN.
          96.
                        
                        
                         ITALIAN MOTORBOAT
          Aspetti!
                        
         The motorboat isn't happy about this, tries to shake him.
         Mater is THROWN INTO A "HOTEL" sign, then SMASHES down
         through a Francesco souvenir stand. As he CRASHES onto the
         ground hard, we SMASH CUT TO ---
                        
         EXT. SECURITY CHECKPOINT - WINNERS CIRCLE
                        
         --- a barricade. Separating the press from the public,
         ITALIAN SECURITY TRUCKS stand guard.
                        
                         MATER
          Lemme through! Lemme through!
                        
         MATER barrels around a corner. He's now covered in Francesco
         memorabilia and palm leaves. The word `HOT' now dangles off
         him like the world's biggest bling. He looks INSANE.
                        
                         MATER
                         (TO SECURITY)
          You gotta let me in! I gotta get
          through to warn McQueen!
                        
         Security eyes one another. This is serious.
                        
                         ITALIAN SECURITY #1
          You cannot come through here. Back
          up, signore.
                        
                         ITALIAN SECURITY #2
          (into a walkie-talkie)
          We have a lunatic at Gate Nove.
                        
                         MATER
          No, listen! I was disguised as a
          tow truck to infiltrate this
          Lemonhead meeting and my weapons
          system misinterperated what I was
                         SAYING ---
                        
                         ITALIAN SECURITY #2
          I repeat. Lunatic at Gate Nove.
                        
         Mater spots McQueen far off in the distance.
                        
                         MATER
          McQueen! McQueen!
                        
         JUST OFF THE PRESS STAGE - McQueen is led toward the exit.
                        
                         PRESS LIAISON
          Right this way, signore.
          97.
                        
                        
          MATER (O.S.)
                         (DISTANT)
          McQueen!
                        
                         MCQUEEN
          Mater?
                        
         McQueen looks up but can only see A SEA OF VEHICLES,
         flashbulbs, cameras, TV trucks with those tall satellite
         antennae things that spindle toward the sky...
                        
         BACK AT THE SECURITY BARRICADE - Mater, like a nimble running
         back, dances around to avoid capture by security.
                        
                         MATER
          McQueen!
                        
                         ITALIAN SECURITY #1
          Back up, sir. Stop moving! Stop!
                        
         Mater head fakes them and pushes through, into the crowd ---
                        
                         ITALIAN SECURITY #1
          Oy! Stop! Ferma li!
                        
         IN THE CROWD - Mater shoves his way through. He's still far
         in the back.
                        
                         MATER
          McQueen!
                        
                        ON MCQUEEN
                        
                         MCQUEEN
          That really sounded like Mater.
          Mater?
                        
                         PRESS LIAISON
                         (TO MCQUEEN)
          Signore...
                        
         ON MATER, getting CLOSER...
                        
                         MATER
          McQueen, they're gonna kill you!!
                        
         ON MCQUEEN - Okay, he's positive that was his friend, but
         where is he?
                        
                         MCQUEEN
          Mater?!
                        
         McQueen spots a TOW HOOK, moving through the crowd toward
         him, "Jaws"-like.
          98.
                        
                        
                         MCQUEEN
          Excuse me.
                        
         McQueen disappears into the press crowd.
                        
                         PRESS LIAISON
          No, no, where are you going?
          Please, Mr. McQueen!
                        
         McQueen pushes through the press.
                        
                         MCQUEEN
          Scusi. Mater! Scusi...
                        
         McQueen tracks the tow hook, gets closer. He pushes through
         the last few vehicles ---
                        
                         MCQUEEN
          Mater, I'm so glad to see you. I'm
          so sorr ---
                        
         It's NOT MATER. It's IVAN, the Hugo Thug's tow truck.
                        
          IVAN THE TOW TRUCK
          Lightning McQueen! I am a huge fan.
                        
                         MCQUEEN
                         (CONFUSED)
          Oh, I'm sorry. I thought I heard---
                        
          IVAN THE TOW TRUCK
          Yes, but that was me. I said, "You
          killed out there today." You're
          the best.
                        
                         MCQUEEN
          What? Oh. I mean, thanks.
                        
                         PRESS LIAISON
          Right this way, signore ---
                        
         Now the Press Liaison and his assistants are pushing McQueen
         back in the other direction ---
                        
                         MCQUEEN
          (as he's pulled away)
          I really thought I heard my friend.
                        
         As he's pulled away, press and onlookers start to come
         between him and Ivan, who hasn't moved.
          99.
                        
                        
          IVAN THE TOW TRUCK
                         (TO MCQUEEN)
          In England you'll be finished. At
          the finish line.
                        
         Ivan is now obscured again.
                        
                         MCQUEEN
          Wait, what?
                        
         The ITALIAN PRESS being to swarm.
                        
                         PRESS LIAISON
          Please, the world press is waiting.
          You come with me, please.
                        
         McQueen is pulled back ---
                        
         EXT. STREET - PORTO CORSA - MOMENTS LATER
                        
         --- just as Mater, now BOUND and with HIS MOUTH TAPED, is
         pulled away and thrown into the back of a transport vehicle.
         He lands hard on his side, spits out his TAPE.
                        
                         MATER
          Let me go!
                        
                         PROFESSOR ZUNDAPP
          You actually care about that race
          car. A pity you didn't warn him in
          time.
                        
         As the doors close on Mater --- PHHHHHSSSSSSTTTTTTT! A
         thick, noxious gas starts to fill the truck.
                        
         On MATER as the knockout gas works its magic. HIS EYES CLOSE.
                         CUT TO:
                        
         BLACK SCREEN.
                        
          MATER (V.O.)
          Idiot? Is that how you see me?
                        
          FINN (V.O.)
          That's how everyone sees you. I
          tell you, that's the genius of it.
                        
         FADE IN on Mater, back at the Casino, eyeing his reflection
         in the glass window. It's the same moment from before except
         now we are watching it from a DETACHED, FLOATING PERSPECTIVE.
          100.
                        
                        
          FINN (OVER RADIO)
          No one realizes they're being
          fooled because they're too busy
          laughing at the fool.
                        
         - IN THE KABUKI THEATER IN JAPAN - Again, from before. Mater
         makes a spectacle of himself, WHOOPING AND HOLLERING in the
         stands with the face paint on.
                        
                         MATER
          Domo arigato!
                        
         McQueen, Fillmore, Guido, Luigi, Sarge and patrons eye Mater,
         embarrassed and angry.
                        
         - IN THE JAPANESE MUSEUM - The moment of Mater banging on the
         Zen rock garden's glass. Except that now we see all sorts of
         disappointed and eyebrow raising reactions.
                        
                         MATER
          You done good! You got all the
          leaves!
                        
                         JEFF GORVETTE
          Check out that tow truck.
                        
                         LEWIS HAMILTON
          I wonder who that guy's with?
                        
                         MCQUEEN
                         (HUMILIATED)
          Will you guys excuse me just for
          one little second?
                        
         We now REVEAL that this FLOATING, THIRD PERSON PERSPECTIVE is
         MATER. He's INSIDE his past, watching it from others' points
         of view. He doesn't like what he sees.
                        
         - ON MATER, now at the sushi bar.
                        
                         MATER
          Now that's a scoop of ice cream!
                        
         Mater swallows the wasabi with one big bite. He SCREAMS! The
         sushi bar patrons blanch with revulsion at his wail.
                        
         - ON THE FOUNTAIN, as Mater peels into full view of everyone
         else at the party. As Mater laps up water from a fountain:
                        
                         MCQUEEN
                         (EMBARRASSED)
          Mater?!
          101.
                        
                        
         ALL THE RACERS, with FRANCESCO front and center, guffaw at
         Mater.
                        
         - On MCQUEEN, now scolding Mater moments later.
                        
                         MATER
          I never leak oil. Never.
                        
                         MCQUEEN
          Mater, you have to get a hold of
          yourself. You're making a scene!
                        
         - IN MCQUEEN'S PIT GARAGE, after the Japanese race.
                        
                         MATER
          Wait a minute. I didn't screw you
          up, did I?
                        
                         MCQUEEN
          I lost the race because of you!
                        
                         MATER
          Maybe if I talked to somebody, or---
                        
                         MCQUEEN
          I don't need your help. I don't
          want your help!
                        
         - Now BACK AT THE PARTY, a moment we didn't see before but
         which presumably happened. Mater is BANGING a ceremonial
         GONG, to the horror of Japanese guests.
                        
                         MATER
          Bang a gong, get it on!
                        
         GONNNNNNG!!! ---
                        
         On the PARTYGOERS, RACE CARS, PARTY STAFF - they're all
         laughing at Mater as McQueen's final words blend in, making a
                        DISSATISFIED CACOPHONY
                        
                         MCQUEEN
          Listen, this isn't Radiator
          Springs. This is exactly why I
          don't bring you along to these
          things!
                        
         Off the GONG at the party ---
                        
         INT. BIG BENTLEY - DAY
                        
         --- to the GONG of a CLOCK.
                        
         CLOSE ON MATER as he OPENS HIS EYES.
          102.
                        
                        
         All around him, all he sees are GIANT PIECES OF MECHANIZED
         CLOCKWORK.
                        
         HOLLEY and FINN are here too, strapped bumper to bumper in
         the divots of large clock movements.
                        
                         MATER
          Holley! Finn! Where are we?
                        
                         FINN
          We're in London, Mater. Inside Big
          Bentley.
                        
         EXT. BIG BENTLEY - CONTINUOUS
                        
         The BIG HAND finishes ADVANCING one minute. It's 3 PM.
                        
         INT. BIG BENTLEY - CONTINUOUS
                        
         Suddenly Mater DROPS QUICKLY down toward ---
                        
         --- whirring, scary machinery.
                        
                         MATER
          Woaaaah! ---
                        
         WHAP! The chain yanks to a STOP.
                        
         Mater, instead of being 30 feet from death, is now 20.
                        
         Finn and Holley are only a few clicks closer to being crushed
         themselves. The clock ticks to 3:01.
                        
                         MATER
          This... this is all my fault.
                        
                         FINN
          Don't be a fool, Mater.
                        
                         MATER
          But I am, remember? You said so.
                        
                         FINN
          When did I... Oh. Mater, I was
          complimenting you on what a good
          spy you are.
                        
                         MATER
          I'm not a spy!
                        
         This echoes throughout the clock.
          103.
                        
                        
                         MATER
          I've been trying to tell you that
          the whole time. I really am just a
          tow truck.
                        
         Finn and Holley take this in.
                        
                         HOLLEY
          Finn, he's not joking.
                        
                         FINN
          I know.
                        
                         MATER
          You were right, Finn. I'm a fool.
          And what's happened to McQueen is
          `cause I'm such a big one. This is
          all my fault.
                        
         GREM and ACER arrive on a lift, roll into view on a catwalk.
                        
                         GREM
          Good, you're up!
                        
                         ACER
          And just in time!
                        
                         GREM
          Professor Z wanted you to have a
          front row seat for the death of
          Lightning McQueen.
                        
                         MATER
                         (HOPEFUL)
          He's still alive?
                        
         Acer whips a sheet away, revealing the WGP CAMERA, turns it
         toward the clock face.
                        
                         ACER
          Not for much longer.
                        
         He pushes the camera through an open small window, turns it
         toward the course. Mater DROPS down again ---
                        
         FINN and HOLLEY CLICK FORWARD.
                        
         EXT. LONDON - DAY
                        
         Big Bentley's big hand CLICKS ahead another minute. But we're
         a bit farther away from it than before.
                        
          SALLY (O.S.)
          We came as soon as you called.
          104.
                        
                        
         INT. MCQUEEN'S PIT - LONDON
                        
         Sally, flanked by Red, Flo and Ramone, are in front of ----
                        
         --- McQueen and the rest of the team.
                        
                         MCQUEEN
          I called to talk to Mater. It never
          occurred to me that he wouldn't be
          there.
                        
                         RAMONE
          Sheriff is talking to Scotland Yard
          right now.
                        
                         FLO
          And Sarge is in touch with his
          friends in the British military.
                        
                         SALLY
          You just need to focus on the race.
                        
                         MCQUEEN
          I know, but Sal, with everything
          going on I'm not sure I should---
                        
         A HORN O.S. Someone's entering the pit. Everyone parts,
         revealing MILES AXLEROD.
                        
                         MCQUEEN
          Sir Axlerod.
                        
                         MILES AXLEROD
          I'm sorry to interrupt.
                        
                         MCQUEEN
          No, no, it's all right.
                        
                         MILES AXLEROD
          I just wanted to come down here and
          personally thank you. Because after
          Italy, I was finished. And then you
          gave me one last shot.
                        
                         MCQUEEN
          Listen, I ---
                        
                         MILES AXLEROD
          And I probably shouldn't be saying
          this at all but... I hope you win
          today. Show the world that they've
          been wrong about Allinol.
                        
         McQueen takes this in. He looks at Sally.
          105.
                        
                        
                         SALLY
          Mater would want you to race.
                        
                         MCQUEEN
          All right. For Mater.
                        
         EXT. THE STARTING GRID - MOMENTS LATER
                        
         TIRES SQUEAL ---
                        
         MCQUEEN, FRANCESCO and the other racers PEEL OUT ---
                        
         We PAN UP to reveal the LEMONHEADS watching from a VIP box.
                        
         EXT. RACE COURSE - LONDON - DAY
                        
         McQueen leads Francesco as they approach Big Bentley...
                        
         INT. BIG BENTLEY - LONDON - CONTINUOUS
                        
                         GREM
          Here he comes!
                        
         Grem turns up the juice to the HIGHEST, DEATH-INDUCING LEVEL.
                        
         Holley and Finn watch, helpless. Mater closes his eyes.
                        
         Grem ZAPS MCQUEEN.
                        
         EXT. RACE COURSE - LONDON
                        
         McQueen SPEEDS PAST Big Bentley, unharmed. Oblivious to what
         was supposed to have just happened.
                        
         INT. BIG BENTLEY - LONDON
                        
         Zundapp suddenly SQUAWKS over the radio.
                        
          PROFESSOR ZUNDAPP (OVER RADIO)
          What happened!?
                        
                         GREM
          I don't know, Professor.
                        
                         ACER
          What did you do?
                        
                         GREM
                         (TO ACER)
          I didn't do nothin'. Shh! I'm
          talking to the Professor---
                        
         They're all talking at once and for a moment we cannot
         understand what is being said.
          106.
                        
                        
                         ACER
          You broke it.
                        
                         GREM
          Quiet!
                         (INTO RADIO)
          I understand, sir. Yes.
                        
         Grem hangs up.
                        
                         ACER
          What'd he say?
                        
                         GREM
          We go to the backup plan.
                        
                         MATER
          Backup plan??
                        
                         GREM
          We snuck a bomb in McQueen's pit!
                        
                         ACER
          The next time he makes a stop,
          instead of saying "ka-chow," he's
          gonna go "ka-boom"!
                        
         They LAUGH. Mater shudders, upset.
                        
                         GREM
          Don't feel bad, tow truck. You
          couldn't have saved him.
                        
                         ACER
          Oh, wait. You could have!
                        
         Grem and Acer laugh. As they board the elevator:
                        
                         MATER
          Dadgum lemons.
                        
                         MATER'S COMPUTER
          Request acknowledged.
                        
         Suddenly, Mater's GATLING GUNS rotate out again - a surprise
         to Mater. But they SPIN IN PLACE, empty.
                        
         Grem and Acer just laugh more.
                        
                         GREM
          What, you didn't think we'd take
          your bullets?
                        
         Mater NOTICES SOMETHING.
          107.
                        
                        
         CLOSE ON WHAT MATER SEES: A small piece of his ropes have
         been shaved away by the Gatling.
                        
         He carefully rotates his guns BACK IN, pretending like he's
         seen nothing.
                        
                         ACER
          That's right! You got nothin'.
                        
                         GREM
          (as the elevator descends)
          Who's the lemon now, huh?
                        
         They're GONE.
                        
                         FINN
          Nice try, Mater.
                        
                         MATER
          Dadgum!
                        
                         MATER'S COMPUTER
                         REQUEST ACK-
                        
         The guns ROTATE OUT AGAIN, SPIN. Mater watches as the
         spinning barrels SLICE INTO the ropes, do some damage.
                        
                         MATER
          Dadgum! Dadgum! Dadgum!
                        
         The COMPUTER responds with each "dadgum." The barrels
         continue to SPIN, CUTTING THROUGH the ropes.
                        
                         MATER
                         DADGUMDADGUMDADGUMDADGUM ---
                        
         PING! The ropes BREAK AWAY and Mater FALLS --- right toward
         the whirring machinery!
                        
                         HOLLEY
          Mater!
                        
         Mater QUICKLY WHIPS his tow cable around, hooks a pipe and
         tosses himself to the ramp with a heavy THUD. He doesn't
                        HESITATE:
                        
                         MATER
          I gotta get you all out of there!
                        
                         FINN
          There's no time. McQueen needs your
          help, Mater.
          108.
                        
                        
                         MATER
          But I can't, I'm just a tow truck.
                        
                         FINN
          It's up to you. Go to the pits and
          get everyone out. You can do that.
                        
                         MATER
          What about you guys?
                        
                         FINN
          We'll be okay.
                        
                         HOLLEY
          Go and get some more dents, Mater.
                        
         EXT. BIG BENTLEY - LONDON
                        
         Mater SPEEDS out the front door, a bat out of hell ---
                        
         INT. BIG BENTLEY - LONDON - SAME
                        
         On Finn and Holley, now closer to death.
                        
                         HOLLEY
          So we'll be "okay"? Really?
                        
                         FINN
          He wouldn't have left if I'd told
          him the truth.
          (re: his death trap)
          Being killed by a clock. Gives a
          whole new meaning to "your time has
          come."
                        
         At this mention Holley seems to perk up, gets an idea.
                        
                         HOLLEY
          Time. That's it!
                        
         She spies a GEARBOX below them, at least 20 feet down. Holley
         FIRES HER ELECTROSHOCKERS ---
                        
         --- but they miss their target. She recoils them back.
                        
                         FINN
          What are you doing?
                        
                         HOLLEY
          Trying to turn back time. If I can
          just reverse the polarity...
                        
         She FIRES them again. Direct hit!
          109.
                        
                        
         Holley JUICES the gearbox with HIGH VOLTAGE. The CLOCK STOPS.
         It reverses itself.
                        
         Finn and Holley's wheel now rotates AWAY from danger.
                        
                         FINN
          Good job! Quick thinking, Holley!
                        
         EXT. LONDON - CONTINUOUS
                        
         BIG BENTLEY, visible from street level, now moves BACKWARDS.
         Fast. CRANE DOWN TO ---
                        
         --- Mater, speeding toward the track, unaware.
                        
                         MATER
          What's everybody on the wrong side
          of the road for?!
                        
         INT. BIG BENTLEY - CONTINUOUS
                        
         Finn and Holley are now moving in the opposite direction,
         toward ANOTHER GEAR! And it's going MUCH FASTER. They're
         seconds from a crushing death...
                        
                         HOLLEY
          Oh no!
                        
                         FINN
          Drive!
                        
         They both DRIVE, fast as they can with FULL FORCE ---
                        
                         FINN
          Burn rubber!!
                        
         They drive HARDER, separating bumpers with just enough room
         for the descending gear to SNAP THEIR ROPES!
                        
         Their tires spinning, they both LAUNCH off in opposite
         directions, LAND HARD on opposing platforms. As Finn squeals
         around to Holley's side of the clock:
                        
                         FINN
          We've got to get to the course.
          Calculate the fastest way to ---
                        
         Holley pops WINGS out of her side.
                        
                         HOLLEY
          Done.
          110.
                        
                        
                         FINN
                         (IMPRESSED)
          Miss Shiftwell.
                        
                         HOLLEY
          They're standard issue now.
                        
                         FINN
          You kids get all the good hardware.
                        
         They turn to leave when they STOP, see SOMETHING. It's an AIR
         FILTER on the ground.
                        
                         HOLLEY
          Oh no. That's Mater's.
                        
                         FINN
          I knew his escape was too easy.
                        
         EXT. BIG BENTLEY - LONDON
                        
         Finn BURSTS out the front doors of Big Bentley, speeds off as
         HOLLEY SMASHES through the clock face, careens into view
         flying over the traffic ---
                        
         INT. PIT ROW - TRACK SIDE - DAY
                        
         Mater bursts through the security gate with aplomb, tears
         through the pits and stops at MCQUEEN'S.
                        
                         LUIGI
          Mater!
                        
                         MATER
          Everybody get out! Get out now!
          Y'all gotta get out the pits!
                        
         The ENTIRE RADIATOR SPRINGS GANG is here.
                        
                         MATER
          Hey, what are you guys doing here?
                        
                         SALLY
          We're here because of you, Mater.
                        
                         FLO
          Is everything okay?
                        
                         MATER
          No! Everything's not okay! There's
          a bomb in here! Y'all gotta get
          out! Now!
          111.
                        
                        
                         EVERYONE
          - A bomb? - Huh? - Woah.
                        
          FINN (OVER RADIO)
          Mater!
                        
          MATER (INTO RADIO)
          Finn! You're okay!
                        
         EXT. LONDON STREETS - CONTINUOUS
                        
                         FINN
          Mater, listen to me. The bomb is on
          you.
                        
         ON HIS REARVIEW DISPLAY: We can see that a BOMB has been
         detected, anchored to Mater's air filter.
                        
                         FINN
          They knew you'd try to help
          McQueen. When we were knocked out
          they planted it in your air filter.
                        
         INT. MCQUEEN'S PIT - CONTINUOUS
                        
         Mater SNORTS, blowing his air filter cover off. Cross-eyed,
         Mater sees the explosive device attached to him. He looks up:
                        
         An ALLINOL CONTAINER hangs ominously over his head.
                        
                         MATER
          Uh-oh.
                        
                         MCQUEEN
          Mater! There you are!
                        
         Mater turns. McQueen enters Pit Row, 100 yards away and
         closing in FAST.
                        
                         MATER
          Stop right there!
                        
                         MCQUEEN
          Oh man, I've been so worried about
          you!
                         CUT TO:
                        
         The view of this scene through the window of a luxury box.
         Reveal Zundapp in the window's reflection. He's watching from
         inside. He's poised to push a DETONATOR BUTTON.
                        
         As Zundapp's front tire approaches the detonator ---
          112.
                        
                        
         INT. MCQUEEN'S PIT - CONTINUOUS
                        
                         MATER
          Don't come any closer!
                        
                         MCQUEEN
          Are you okay?
                        
                         MATER
          No, I'm not okay. Stay away from
          me!!
                        
         Mater PEELS OUT BACKWARDS, out onto the track.
                        
                         MCQUEEN
          No, wait. Wait!
                         CUT TO:
                        
         PROFESSOR ZUNDAPP - He hesitates, can't believe it.
                        
         TV FOOTAGE OF MCQUEEN CHASING MATER
                        
          BRENT MUSTANGBURGER (V.O.)
          Hold everything. A tow truck has
          just raced onto the track. And he's
          driving backwards!
                        
         IN MCQUEEN'S PIT
                        
                         MCQUEEN
          Mater, wait!
                        
         He breezes right through his pit, goes after Mater.
                        
          DAVID HOBBSCAP (V.O.)
          Normally an emergency vehicle on
          the track means there's been an
          accident.
                        
          BRENT MUSTANGBURGER (V.O.)
          Wait, wait. Lightning McQueen is
          chasing him!
                        
         EXT. TRACK - DAY
                        
         Mater drives up the track. McQueen gains, fast. Because
         Mater's going backwards, they're face-to-face (but still with
         some distance between them).
                        
                         MCQUEEN
          Mater, wait!
          113.
                        
                        
                         MATER
          Stay back! If you get close to me,
          you gonna get hurt real bad!
                        
                         MCQUEEN
          I know I made you feel that way
          before, but none of that matters
          because we're best friends!
                         CUT TO:
                        
         TV FOOTAGE OF MCQUEEN CHASING MATER
                        
          BRENT MUSTANGBURGER (V.O.)
          And McQueen seems to be having a
          conversation with the tow truck!
                        
          DARRELL CARTRIP (V.O.)
          I don't know who that truck is,
          Brent. But I'll tell you what, he's
          gotta be the world's best backwards
          driver.
                        
         REVEAL ZUNDAPP is watching this footage from his luxury box.
         The closer McQueen gets to Mater the farther his tire ROLLS
         onto the detonator. But he holds back ever so slightly so as
         not to jump the gun.
                        
         ON THE TRACK - McQueen gains on Mater.
                        
                         MATER
          McQueen, you don't get it. I'm the
          bomb!
                        
                         MCQUEEN
          Yes, Mater! You are the bomb!
          That's what I'm trying to say here.
          You've always been the bomb! And
          you'll always be the bomb.
                        
                         MATER
          Stay away!
                        
                         MCQUEEN
          No! Never!
                        
         ON ZUNDAPP. He watches as McQueen SPEEDS UP.
                        
                         PROFESSOR ZUNDAPP
          Almost there...
                        
         ON MCQUEEN. He's had enough screwing around. Here he comes.
                        
                         MCQUEEN
          I'm not...letting you...
          114.
                        
                        
         He's going to catch him now.
                        
                         MCQUEEN
          ...get away again!
                        
         McQueen JUMPS FORWARD, in an attempt to grab Mater's HOOK ---
                        
                         MATER
                         (TO HIMSELF)
          Gotta keep away from McQueen.
                        
         McQueen hooks Mater with his bumper JUST AS ---
                        
                         MATER'S COMPUTER
          Request acknowledged.
                        
         TURBINE ROCKETS slide out of Mater.
                        
                         MCQUEEN
          Oh my gosh!
                        
         BAWHOOOOOOM!!!!! Mater JOLTS forward with a rocket blast and
         disappears, taking McQueen with him.
                        
         ON ZUNDAPP. He now freely PUSHES the detonator, but it says
         "OUT OF RANGE."
                        
         Zundapp can't believe it. He FLIPS OUT.
                        
         FARTHER UP THE TRACK - Francesco speeds along. ZHWAAAAAP!!!
         Mater and McQueen ZING PAST HIM with a RED BLUR.
                        
                         FRANCESCO
          What is happening? It's a bad
          dream.
                        
         NOW EVEN FARTHER UP THE TRACK - Mater takes a turn, SMASHES
         THROUGH A FENCE and skids around a corner out of sight. A
         white, smoky JET TRAIL is all that remains.
                        
         IN MCQUEEN'S PIT - All of Radiator Springs watches the
         television monitors, dumbfounded.
                        
          BRENT MUSTANGBURGER (V.O.)
          And Lightning McQueen just blasted
          away, hooked to the now rocket-
          propelled tow truck.
                         CUT TO:
                        
         EXT. STREETS OF LONDON - DAY
                        
         Overhead P.O.V.: Mater and McQueen swerve through the
         streets.
          115.
                        
                        
         INT. LUXURY BOX - CONTINUOUS
                        
         Zundapp is still furiously hitting the button as Holley drops
         into view just beyond the glass.
                        
         Freaked, Zundapp does a 180 and SMASHES out a plate glass
         window, lands on a ridiculously large balloon tethered to the
         ground, and speeds off ---
                        
         INT. ADJACENT LUXURY BOX - CONTINUOUS
                        
         The LEMONHEADS watch, baffled, as Zundapp drives away.
                        
          J. CURBY GREMLIN
          The Professor's on the run.
                        
                         TUBBS PACER
          Someone's gotta get McQueen.
                        
                         VLADIMIR TRUNKOV
          Get McQueen!!
                        
         Grem and Acer are already out the door ---
                        
         EXT. SIDE STREET - SAME
                        
         Finn speeds into view, in time to see Zundapp turn a corner
         out of sight.
                        
                         FINN
          Holley. I'll get Zundapp, you help
          Mater.
                        
         EXT. TRACK - SAME
                        
         Holley, still in the air, turns ---
                        
                         HOLLEY
          Got it!
                        
         FARTHER UP THE TRACK - Holley THUNDERS past Francesco and out
         of sight.
                        
                         FRANCESCO
          What is happening?!
                        
         EXT. STREETS OF LONDON - SAME
                        
         Finn screams around a corner, sees ---
                        
         --- Professor Zundapp, speeding toward docks along the Thames
         where a COMBAT SHIP waits.
          116.
                        
                        
                         COMBAT SHIP
          Hurry, Professor!
                        
         ON ZUNDAPP - With Finn gaining fast, he accelerates. Suddenly
         --- WHAP!
                        
         He's been TETHERED by Finn with tensile cables now attached
         to his rear end. Zundapp SCREAMS like a little girl.
                        
                         FINN
          Do you really think I'm going to
          let you float away, Professor?
                        
         Finn reels him in. Zundapp spins his wheels, caught.
                        
         Suddenly Zundapp miraculously, inconceivably, GAINS TRACTION!
         Now it's FINN'S WHEELS that are spinning.
                        
         ON THE COMBAT SHIP - the ELECTROMAGNET has been turned
         outward and switched on. He's PULLING ZUNDAPP AND FINN IN
         with the magnetic force. He pulls out a laser, TARGETS it at
         Finn's windshield.
                         CUT TO:
                        
         EXT. LONDON STREETS - SAME
                        
         Mater, still towing McQueen, rockets around a corner, zips
         down another street ---
                        
                         MATER
          McQueen, let go!
                        
                         MCQUEEN
          Never!
                        
         They pass a Gremlin with a headset.
                        
         ON GREM AND ACER - Down another side street. They get this
         message, take off in the opposite direction.
                        
          CUT BACK TO:
                        
         EXT. DOCKS NEAR THE THAMES - CONTINUOUS
                        
         FINN, tires squealing, loses more and more ground to the
         boat. Zundapp, the "rope" in this tug-of-war, buckles under
         the tension.
                        
                         PROFESSOR ZUNDAPP
          Give it up, McMissile!
                        
         Finn releases a mess of bullets, grenades, and other weaponry
         into the air ---
          117.
                        
                        
         THE MAGNET SUCKS it in quickly like a black hole ---
                        
         THUNK! It all sticks to the magnet, right next to Finn's
         bullets. They're BOMBS, GRENADES, ROCKETS and one little
         detonator with a flashing, beeping light.
                        
         Off the boat's RXN ---
                         CUT TO:
                        
         ANOTHER PART OF LONDON, AT STREET LEVEL
                        
         KA-BOOOOOOM! A distant explosion (miles away) festoons into
         the air, visible over the rooftops. Holley suddenly WINGS
         into view. She sees ---
                        
         Mater and McQueen, speeding up the street.
                        
                         HOLLEY
          Mater, stop!
                        
                         MATER
          No way! You could get hurt!
                        
         Then she looks over, catches a glimpse of GREM AND ACER,
         bearing down on them from a side street. They're going to
         broadside Mater and McQueen.
                        
                         HOLLEY
          Oh no.
                        
         ON MATER AND MCQUEEN - They're not aware of the impending
         impact.
                        
         Holley DROPS FROM THE SKY, hits the pavement, SKIDS into the
         path of the AMCs and DEFLECTS THEM. They FLIP OVER Holley,
         Finn and McQueen and sail ---
                        
         --- INTO A PUB ---
                        
         --- where they skid across the room and SLAM into the bar,
         knocking a ROW OF BEER MUGS to the ground.
                        
         IN THE PUB - MOMENTS LATER
                        
         Grem and Acer are pulverized by the bar patrons.
                        
         EXT. LONDON STREET - MOMENTS LATER
                        
         Holley, McQueen and Mater are now stopped.
                        
                         HOLLEY
          Mater, we've got to get that bomb
          off you.
          118.
                        
                        
         She's already SCANNING the bomb, working away.
                        
                         MCQUEEN
          Bomb?
                        
                         MATER
          Yeah, they strapped it to me to
          kill you as a back-up plan.
                        
                         MCQUEEN
          Back-up plan? Mater, who put a bomb
          on you?
                        
          PROFESSOR ZUNDAPP (O.S.)
          Ahhhhh!
                        
         Professor Zundapp suddenly ROLLS to a stop next to (a now
         totally freaked) McQueen, entangled in grappling hooks care
                        OF ---
                        
         --- Finn, who has him leashed.
                        
                         PROFESSOR ZUNDAPP
                         (TO MCQUEEN)
          You. Why didn't my death ray kill
          you?
                        
                         MCQUEEN
          Death ray?
                        
                         FINN
          Turn off the bomb, Zundapp!
                        
                         PROFESSOR ZUNDAPP
          Are you all so dense? It's voice-
          activated. Everything is voice-
          activated these days.
                        
                         MATER
          Deactivate! Deactivate!
                        
          BOMB'S COMPUTER VOICE
          Voice denied.
                        
         The BOMB suddenly TRANSFORMS into a TIME BOMB, now complete
         with a countdown mechanism from 4:59... 4:58... Mater GASPS.
                        
                         PROFESSOR ZUNDAPP
          Oops. Did I forget to mention that
          it can only be disarmed by the one
          who activated it?
                        
         Holley immediately shoves a GUN in Zundapp's grill.
          119.
                        
                        
                         HOLLEY
          Say it!
                        
                         PROFESSOR ZUNDAPP
          Deactivate.
                        
          BOMB'S COMPUTER VOICE
          Voice denied.
                        
         THE BOMB'S TIMER: It loses a full minute! Goes from 4:48 to
         3:48 to 3:47... Mater GASPS.
                        
                         PROFESSOR ZUNDAPP
                         (GRINNING)
          I am not the one who activated it.
          Would anyone else like to try?
                        
         ZZZZZZATTT! Holley shocks him unconscious.
                        
                         FINN
                         (TO HOLLEY)
          You read my mind.
                        
                         HOLLEY
          He was getting on my nerves.
                        
                         MCQUEEN
          What do we do?
                        
          VICTOR HUGO (O.S.)
          It's very simple.
                        
         VICTOR HUGO blocks the entrance to a side street. He's
         surrounded by Hugo relatives.
                        
                         VICTOR HUGO
          You blow up.
                        
         The four streets surrounding them are now blocked by each of
         the Lemonheads and their families.
                        
                         MCQUEEN
                         (TO MATER)
          I'm gonna go out on a limb here.
          These are the guys that want me
          dead, correct?
                        
                         VLADIMIR TRUNKOV
          It's nothing personal.
                        
                         MATER
          (to the Lemons)
          Fellers, listen.
                         (MORE)
          120.
                        
                         MATER (CONT'D)
          I know what you're going through.
          Everybody's been laughing at me my
          whole life too ---
                        
         McQueen turns to Mater - he wasn't expecting that.
                        
         The Lemons all eye each other, considering Mater's words.
                        
                         MATER
          --- but becoming powerful and rich
          beyond your wildest dreams ain't
          gonna make you feel better.
                        
          J. CURBY GREMLIN
          Yeah, but it's worth a shot.
                        
         WHOOM!!! He's BROADSIDED by a blast of water from O.S.
                        
         It's Red! He's sitting outside an underground entrance,
         followed by Sally and the rest of the Radiator Springs gang.
                        
         ALL OUT WAR ensues between the LEMONS, RADIATOR SPRINGS along
         with FINN and HOLLEY.
                        
         FINN attaches his four-way cable hooks to the thugs and
         springs high in the air, crushing the four of them together.
                        
         HOLLEY SPROUTS her wings, and knocks out two cars on her
         side.
                        
         VARIOUS SHOTS OF RADIATOR SPRINGS KICKING BUTT:
                        
         Guido pulls some LEMON tires off with his air gun. In seconds
         he has a stack of lugnuts next to him.
                        
                         GUIDO
          Pit stop.
                        
         The two Pacers' tires all FALL OFF.
                        
         Flo hits VLADIMIR TRUNKOV with her high-beams, BLINDING HIM.
         Sheriff BOOTS him.
                        
                         SHERIFF
          Not today, boys!
                        
         Guido pushes away his tireless thug, YELLING AT HIM IN
         ITALIAN.
                        
         Mater KARATE CHOPS lemons, three and four at a time.
                        
         Ramone SPRAY PAINTS a lemon's windshield.
          121.
                        
                        
                         TUBBS PACER
          Retreat!
                        
         A few Lemons turn back the way they came. BLOCKING THEIR PATH
         are a line of BRITISH MILITARY VEHICLES clad in digital camo,
         led by SARGE.
                        
                         SARGE
          Thanks for the help, Corporal.
                        
                         BRITISH CORPORAL
          Anything for one of pop's mates.
                        
         And in the middle of all of this craziness we CUT TO ---
                        
         --- MATER. WRENCH BITS are strewn all around him as Guido
         tries wrench after wrench to take the bolts off. No dice.
         Guido gestures wildly, spits Italian a mile a minute.
                        
                         MCQUEEN
          What's he saying?! What's wrong!?
                        
                         LUIGI
          None of his wrenches fit the bolts!
                        
         This is a light bulb moment for Mater. He eyes the bolts.
                        
                         MATER
          I get it. I get it! I know what
          needs to be done.
                        
                         MCQUEEN
          Then do it!
                        
                         MATER
          What? No, I can't do it. Look,
          nobody takes me seriously. I know
          that now. This ain't Radiator
          Springs.
                        
                         MCQUEEN
          Yes it is.
                        
         Mater looks at McQueen. It is?
                        
                         MCQUEEN
          You're yourself in Radiator
          Springs. Be yourself here. And if
          people aren't taking you seriously,
          then they need to change. Not you.
          I know that, because I was wrong
          before. Now you can do this. You're
          the bomb.
          122.
                        
                        
                         MATER
          Thanks, buddy.
                        
                         MCQUEEN
          No no no, you're the actual bomb.
          Now let's go!
                        
                         MATER
          Oh, right! Hang on!
                        
         Mater HOOKS McQueen and they're off.
                        
         They SHOOT PAST FINN, who's in the middle of battling lemons.
                        
                         FINN
          Where's he going?
                        
         ON MATER AND MCQUEEN - Flying down a side street.
                        
                         MATER
          Computer!
                        
                         MATER'S COMPUTER
          Yes, Agent Mater.
                        
                         MATER
          I need that thing you done before
          to get me away from McQueen!
                        
                         MATER'S COMPUTER
          Request acknowledged.
                        
         The ROCKET THRUSTERS kick in. They head right for a WALL.
                        
                         MCQUEEN
          Mater...
                        
                         MATER
          Now I need you to do the chute, the
          second kind not the first!
                        
                         MATER'S COMPUTER
          Deploying chute.
                        
         Mater's chute POPS OPEN, catching air and sending Mater and
         McQueen SAILING INTO THE AIR.
                        
         Mater starts to steer them the direction he wants. He and
         McQueen are FLYING OVER LONDON.
                        
         EXT. BALCONY - BUCKINGHAM PALACE - DAY
                        
         The QUEEN, her attendants, assorted dignitaries are here.
          123.
                        
                        
                         QUEEN
          Who's winning the race?
                        
         Mater and McQueen drop from the sky. They land and skid to a
         halt just before the Queen's guards who DRAW THEIR WEAPONS.
                        
                         QUEEN'S GUARD
          Back up! Back away!
                        
                         QUEEN
                         (STAR-STRUCK)
          It's Lightning McQueen!
                        
                         QUEEN'S GUARDS
          Get back!
                        
                         MCQUEEN
          No, no, it's okay! Tell them,
          Mater. Explain.
                        
                         MATER
          Okay! Somebody's been sabotaging
          the racers and hurting the cars and
          I know who. Oh wait... Your
          Majesty.
                        
         Mater BOWS to the Queen. In doing so, the TICKING TIME BOMB
         angles into view. The clock's at T-minus 1:53.
                        
                         QUEEN'S GUARDS
          - Bomb! - It's a bomb! - Everybody
          down! - Look out!
                        
          FINN (O.S.)
          Hold your fire! He can't disarm it!
                        
         Finn dives onto the platform and rolls between the Queen and
         Mater.
                        
                         FINN
          Mater, I don't know what you're
          doing but stand down now!
                        
                         MATER
          (aside, to McQueen)
          This ain't nothing at all like
          Radiator Springs.
                        
                         MCQUEEN
          Mater, just cut to the chase!
                        
                         MATER
          Okay.
          124.
                        
                        
         He turns to Miles Axlerod.
                        
                         MATER
          It's him.
                        
                         MILES AXLEROD
          What? Me? You've got to be crazy.
                        
         Everyone exchanges confused looks, including Finn and Holley.
                        
                         MATER
          I figured it out when I realized
          you all attached this ticking time
          bomb with Whitworth bolts. The same
          bolts that hold together that old
          British engine from the photograph.
          Holley! Show that picture.
                        
                         HOLLEY
          O-kay...
                        
         Holley projects the much discussed PHOTO OF THE ENGINE.
                        
                         MATER
          And then I remembered what they say
          about old British engines - "If
          there ain't no oil under `em, there
          ain't no oil in `em."
                        
                         MILES AXLEROD
          What is he talking about?
                        
                         MATER
          It was you leaking oil at the party
          in Japan. You just blamed it on me.
                        
                         MILES AXLEROD
          Electric cars don't use oil, you
          twit.
                        
                         MATER
          Then you're faking it. You didn't
          convert to no electric. We pop that
          hood we gonna see that engine from
          that picture right there.
                        
         Mater moves toward Miles Axlerod to pop his hood.
                        
                         MILES AXLEROD
          This lorry's crazy. He's going to
          kill us all!
                        
         Miles Axlerod BACKS UP to the edge of the stage.
          125.
                        
                        
                         MILES AXLEROD
          Stay away!
                        
                         HOLLEY
          But Sir Axlerod created the race,
          Mater. Why would he want to hurt
          anyone?
                        
                         MATER
          To make Allinol look bad so
          everybody'd go back to using oil. I
          mean, he said it himself with that
          disguised voice.
                        
                         MILES AXLEROD
          "Dee-sguised voice?" What are you
          talking about? You're nuts, you
          are!
                        
         The QUEEN'S GUARDS have had ENOUGH. As has the PRINCE.
                        
                         PRINCE WHEELIAM
          This is going nowhere fast. We
          really should go, Grandmother.
                        
                         QUEEN
          One moment. I'd like to see where
          this is going.
                        
                         FINN
          Mater, he created Allinol.
                        
                         MATER
          Yeah, but what if he found that
          huge oil field just as the world
          was trying to find something else?
                        
         Mater sticks his ticking bomb-nose into Miles Axlerod's
         grill.
                        
                         MATER
          What if he came up with Allinol
          just to make alternative fuel look
          bad?
                        
                         MILES AXLEROD
          "What if?" You're basing this on a
          "What if"?!
                        
                         GUARD
          Okay, that's it.
                        
         And the QUEEN'S GUARDS spirit the Queen and Prince Wheeliam
         out of there FAST ---
          126.
                        
                        
                         MILES AXLEROD
          Wait! Somebody save me! The lorry's
          crazy!
                        
         Now it's just Miles Axlerod, Mater, McQueen, Finn and Holley.
         Miles Axlerod's back tires slip on the edge of the podium as
         he is cornered by Mater.
                        
                         MILES AXLEROD
          Keep away, you idiot!
                        
         00:00:08...
                        
                         FINN
          Mater!
                        
                         HOLLEY
          Mater!
                        
         00:03...00:02...
                        
                         MILES AXLEROD
          Someone do something!
                        
         Everyone FLINCHES, DUCKS or DIVES FOR COVER except McQueen,
         Mater and Axlerod ---
                        
                         MILES AXLEROD
          You're insane, you are!
          Deactivate!!
                        
         The bomb FREEZES at 00:01.
                        
          THE BOMB'S COMPUTER VOICE
          Bomb deactivated. Have a nice day,
          Sir Axlerod.
                        
         General shock all around. Miles Axlerod realizes what he's
         done, looks terrified. Police surround him.
                        
         Mater FLINGS Miles Axlerod's hood open with his hook,
         revealing AN INTERNAL COMBUSTION ENGINE, oil dripping from
         all sides. It MATCHES the photo.
                        
                         FINN
          The engine from the photo.
                        
                         HOLLEY
          It's a perfect match!
                        
                         MILES AXLEROD
          How did the tow truck figure it
          out?
          127.
                        
                        
                         MCQUEEN
                         (TO MATER)
          It's official. You're coming to all
          my races from now on.
                        
                         MATER
          Now you're talking!
                        
         Tire bump.
                        
         EXT. BUCKINGHAM PALACE - DAY
                        
         A massive crowd packs the adjacent streets and parks.
                        
         INT. BUCKINGHAM PALACE - DAY
                        
         Mater does the requisite "silly faces" in an attempt to break
         the composure of a Buckingham Palace Guard. It isn't working.
         McQueen approaches.
                        
                         MCQUEEN
          Mater, let's go. You're on.
                        
         INT. QUEEN'S CHAMBER - BUCKINGHAM PALACE - DAY
                        
         The Queen sits in attention at the front of the Main
         Ballroom. As Mater and McQueen approach:
                        
                         LORD STEWARD
          Your Majesty. May I present for the
          investiture of honorary Knighthood
          of the British Realm. Tow Mater of
          Radiator Springs.
                        
                         MCQUEEN
          Go get `em, buddy.
                        
         McQueen joins his friends from Radiator Springs. Mater rolls
         forward. He bows, as if he's practiced it all day.
                        
                         QUEEN
          I hereby dub thee "Sir Tow Mater."
                        
         Applause from all around.
                        
                         MATER
                         (LOOKS UP)
          "Sir?" Shoot, you can just call me
          Mater, Your Majesty. I don't wanna
          hear none of this "Sir" business.
          By the way, have y'all met each
          other? Queen? McQueen. McQueen,
          Queen. McQueen? McMissile.
                         (MORE)
          128.
                        
                         MATER (CONT'D)
          McMissile, McQueen. Queen?
          McMissile.
                        
         He continues introducing everyone as we CUT TO ---
                        
         EXT. RADIATOR SPRINGS - DAY
                        
         The town sign now reads "WELCOME TO RADIATOR SPRINGS - HOME
         OF LIGHTNING MCQUEEN AND SIR TOW MATER."
                        
         EXT. FLO'S - DAY
                        
         Cars surround Mater and McQueen. The rest of the Radiator
         Springs gang is here too, watches. VAN and MINNY are front
         and center.
                        
                         MATER
          So there I was: rocket jets going
          full blast, McQueen hanging on for
          dear life when suddenly them two
          nasty lemons come out of nowhere,
          guns drawed. We was goners. But
          then out of nowhere, this beautiful
          spy car swoops in from the sky to
          save us!
                        
                         MINNY
          That's a very entertaining story,
          young man.
                        
                         VAN
          Oh, Minny, please. Come on, none of
          this happened. Rocket jets? Flying
          spy cars?
                        
                         HOLLEY
          No, you're quite right. It does
          sound a bit far-fetched.
                        
         The crowd turns, sees HOLLEY, wings out, swooping in. FINN is
         right below her, driving up the street.
                        
                         MATER
          Holley! Finn!
                        
                         HOLLEY
          Hello, Mater. It's so nice to see
          you again.
                        
                         MATER
          What're you doing here?
          129.
                        
                        
                         FINN
          Our satellites picked up an urgent
          communique.
                        
                         LUIGI
          So you got my e-mail.
                        
                         MATER
          Oh, man. Y'all is gonna have a
          great time. Everybody! This here's
          Finn McMissile. He's a secret
          agent.
                         (WHISPERS)
          Don't tell nobody. And this is
          Holley Shiftwell. She's ---
                        
                         HOLLEY
          I'm Mater's girlfriend. It's so
          nice to meet you all.
                        
         Everyone is shocked. Including Mater. Guido's jaw drops.
                        
                         LUIGI
                         (TO MATER)
          Guido believe you now.
                        
                         FLO
                         (TO HOLLEY)
          Whoa, honey. You got a nasty dent
          there.
                        
         Indeed, Holley still wears the dent from when she saved Mater
         from Grem and Acer.
                        
                         VAN
          (already crushing on her)
          Was that from when you swooped in
          and saved them in London?
                        
                         MINNY
          Van!
                        
                         VAN
          What? I'm just asking.
                        
                         FLO
                         (TO HOLLEY)
          Don't you worry, sweet pea. My baby
          Ramone can get that fixed up for
          you in no time.
                        
                         RAMONE
          Yeah, sure thing. No problemo. Just
          let me go get my tools.
          130.
                        
                        
                         HOLLEY
          Oh no no. I'm keeping that dent.
          It's way too valuable.
                        
         Mater takes this in.
                        
                         LIZZIE
          A "valuable" dent? Oh, she's as
          crazy as Mater.
                        
                         MACK
          Those two are perfect for each
          other.
                        
                         MCQUEEN
          You know, there's one thing I still
          don't get. The bad guys hit me with
          the beam from the camera, right? So
          why didn't I, you know...
                        
                         MATER
          Explode in a fiery inferno?
                        
                         MCQUEEN
          Yeah.
                        
                         FINN
          We couldn't figure that one out
          either.
                        
                         HOLLEY
          Our investigation proved that
          Allinol was actually gasoline. And
          Miles Axlerod engineered it so that
          when it got hit by the beam it
          would explode.
                        
                         MCQUEEN
          Wait a second. Fillmore, you said
          my fuel was safe.
                        
         McQueen turns to Fillmore. Everyone does.
                        
                         FILLMORE
          If you're implying that I switched
          out that rotgut excuse for
          alternative fuel with my all-
          natural, sustainable, organic
          biofuel just because I never
          trusted Axlerod, you're dead wrong,
          man.
                         (RE: SARGE)
          It was him.
          131.
                        
                        
                         SARGE
          Once Big Oil, always Big Oil. Man.
                        
                         FILLMORE
          Tree hugger.
                        
         EXT. MAIN STREET - LATER
                        
         A banner says "Radiator Springs Grand Prix."
                        
         SHERIFF rolls up the street.
                        
                         SHERIFF
          The Radiator Springs Grand Prix is
          about to begin! All spectators
          clear the starting line!
                        
         MCQUEEN heads up Main Street, other racers following.
                        
                         LEWIS HAMILTON
          Man, I can't wait to get rockin'.
          This is gonna be wicked.
                        
                         JEFF GORVETTE
          Yeah, we should do this every year.
                        
                         MCQUEEN
          I just figured, we never found out
          who the world's fastest car is.
          Plus: no press, no trophy. Just
          racing - the way I like it.
                        
                         FRANCESCO
          Francesco likes it like this too.
                        
         McQueen SEES Sally. He and Francesco approach her.
                        
                         MCQUEEN
          Francesco. I'd like you to meet ---
                        
                         FRANCESCO
          Signorina Sally. It is official:
          Lightning McQueen is the luckiest
          car in the world.
                        
                         SALLY
                         (SWOONING)
          Why, thank you ---
                        
                         FRANCESCO
          Which he will have to be to have a
          chance against Francesco today.
                        
         Francesco turns to leave. As he's moving away:
          132.
                        
                        
                         FRANCESCO
          See you at the finish line, Mc---
                        
         Francesco STOPS.
                        
                         FRANCESCO
          What is that?
                        
         McQueen has a new bumper sticker: "Ka-ciao, Francesco."
                        
                         MCQUEEN
          It's just something I had made up
          for the occasion.
                        
                         FRANCESCO
          Is good, McQueen. Very funny. It
          was funnier when I did it, but
          it's very funny. What are you going
          to do next? Are you going to take
          off your fenders? Try it. You'll
          like it.
                        
         Francesco leaves. We stay with McQueen and Sally.
                        
                         SALLY
          So he's not so good-looking.
                        
                         MCQUEEN
          Yeah. Nice try.
                        
                         SALLY
          I'm serious.
                        
                         MCQUEEN
          That's why I love you, Sally.
          (as he leaves)
          Wish me luck.
                        
                         SALLY
          You don't need it!
                        
         He drives off. Flo approaches Sally.
                        
                         FLO
          Mmm-mmm. That Francesco is fine-
          looking.
                        
                         SALLY
          And those open wheels.
                        
                         FLO
          I'm gonna have to go get myself
          some coolant.
          133.
                        
                        
         EXT. MAIN STREET - LATER
                        
         The racers at the starting grid. ON THE TRAFFIC LIGHT in the
         center of town. It goes from RED to GREEN!
                        
         The RACERS SPEED OFF, tearing up main street and out of town,
         blazing past tourists ---
                        
         EXT. WILLY'S BUTTE - DAY
                        
         As the racers, led by McQueen and Francesco, take the wide,
         sweeping turn around Willy's Butte we CRANE UP to see MATER,
         FINN, HOLLEY, and the Radiator Springs gang watching.
         Everyone CHEERS.
                        
                         MATER
          Go McQueen!! Whoo-hoo!!!
                        
         Holley gets an alert.
                        
                         HOLLEY
          Finn, time to go. Siddeley's
          gassed, geared and ready to fly.
                        
         Finn starts to back up.
                        
                         MATER
          You're leaving already?
                        
                         FINN
          We've got another mission, Mater.
          Just stopped by here to "pick
          something up."
                        
         They both eye Mater, expectantly.
                        
                         MATER
          Something tells me you're not
          talking about souvenir bumper
          stickers.
                        
                         FINN
          Her Majesty asked for you
          personally, Mater.
                        
                         MATER
          But I told you all before. I'm not
          a spy.
                        
                         HOLLEY
          We know.
          134.
                        
                        
                         FINN
          Spy or not, you're still the
          smartest, most honest chap we've
          ever met.
                        
                         HOLLEY
          Don't forget massively charming.
                        
         Mater looks over at Holley. He looks touched.
                        
                         MATER
          Well, thanks. But as much fun as it
          was hanging with y'all, this...
                        
         He looks over to his friends who watch the race, CHEER
         MCQUEEN ON.
                        
                         MATER
          This is home.
                        
                         HOLLEY
          That's alright, we understand. But
          I'll be back. You still owe me that
          first date.
                        
                         FINN
          If there's ever anything I can do
          for you, just let me know.
                        
                         MATER
          Well, I sure appreciate that, thank
          you.
                         (THINKS)
          Actually... there is one thing.
                         CUT TO:
                        
         EXT. RADIATOR SPRINGS - MOMENTS LATER
                        
         MATER, blazing forward fast.
                        
                         MATER
          Whoo-hoo!!!
                        
         He ROCKETS FORWARD, through the whole town. In doing so he
         GRABS A BROKEN DOWN OTIS, hooking him ---
                        
                         OTIS
          Whoa!!!
                        
         --- and TOSSING him right into Ramone's.
                        
          OTIS (O.S.)
          Thanks, Mater!
          135.
                        
                        
         ON THE "RACE TRACK" - Mater flies past ALL the racers,
         including Francesco ---
                        
                         FRANCESCO
          Impossible!
                        
         --- until he approaches MCQUEEN.
                        
                         MCQUEEN
          Mater!?
                        
                         MATER
                         (KEEPING PACE)
          Check it out. They let me keep the
          rockets!
                        
                         MCQUEEN
          I'll see you at the finish line,
          buddy!
                        
                         MATER
          Not if I see you first!
                        
         McQueen and Mater peel away from the rest of the racers, lead
         them off the road and into the dirt for another lap. The two
         friends are side by side when we FADE OUT.

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