segunda-feira, 30 de abril de 2012

Resumo do capítulo XVII d'Os Maias

Ega tem em mãos a tarefa difícil de fazer chegar a Carlos a revelação de que ele é irmão de Maria Eduarda. Faltando-lhe a coragem, incumbe o procurador Vilaça de entregar ao amigo o cofre deixado por Maria Monforte. Vive-se um momento dramático, tendo em conta a mudança de rumo que seguem os amores das duas personagens principais do romance. A ação avança precipitadamente em direção a um desfecho trágico.

No Ramalhete, Ega foi acordado por Baptista às sete horas da manhã. Não tendo coragem para revelar a verdade a Carlos acerca do seu parentesco com Maria Eduarda, Ega inventou uma ida a Sintra como desculpa para não passar a tarde com o amigo. Para resolver o problema da entrega a Carlos dos papéis que o senhor Guimarães lhe confiara, Ega tinha marcado um encontro com o procurador Vilaça.
Quando Ega finalmente se encontrou com o procurador, contou-lhe toda a história, incumbindo-o de revelar a verdade a Carlos.
Vilaça apareceu então no Ramalhete e expôs a situação a Carlos. Sentindo-se desesperado, Carlos convocou a presença do avô, na esperança de que houvesse um desmentido, mas o avô não tinha respostas para lhe dar.
Afonso revelou a Ega que conhecia a relação que unia Carlos a Mª Eduarda e que naquele momento se tornava incestuosa.
Entretanto Carlos planeou uma mentira para ganhar tempo, enquanto não contava a Mª Eduarda a verdade sobre eles. Acontece, no entanto, que Carlos, na presença de Mª Eduarda, não soube resistir-lhe e cometeu incesto conscientemente, por vontade própria.
Apesar da grande paixão que existia entre ambos, Carlos começou então a sentir repugnância física por Maria Eduarda, devido à consciência de que ela era sua irmã. Carlos começava também a ter consciência do sofrimento que causava a seu avô, ao seu amigo Ega e mesmo a si próprio.
Uma noite, quando regressava de um encontro com Maria Eduarda, procurando entrar sub-repticiamente em casa, sem ninguém dar conta, cruzou-se com o avô, que o esperava, para o acusar com o seu olhar reprovador, sem lhe dizer uma palavra.
Na manhã seguinte Carlos foi chamado ao jardim, onde os criados tinham encontrado o seu avô morto, caído sobre a mesa.
Carlos sentiu-se culpado e atormentado pelo remorso, pois sabia que o seu avô tinha morrido de desgosto. Afonso da Maia, depois de ter enfrentado todos os desaires da sua vida, não conseguiria sobreviver à dura prova de ver o seu neto a cometer incesto voluntariamente.
Após o funeral do avô, Carlos viajou para a quinta de Santa Olávia, deixando dinheiro a Ega para que o entregasse a Mª Eduarda, juntamente com o conteúdo da carta de Mª Monforte.
Maria partiu então no comboio que a levaria a França. Ega acompanhou-a até ao Entroncamento, onde saiu, para depois ir ao encontro de Carlos à quinta de Santa Olávia.


A leitura deste capítulo permite-nos reconhecer uma característica do caráter de Carlos, que é hereditária. Assim, apesar da educação à inglesa a que fora sujeito, com o propósito de se fazer um homem de caráter forte, ele acaba por se revelar um ser frágil, num momento em que precisa de pôr determinadamente um termo à sua relação incestuosa. Neste momento da ação Carlos assemelha-se ao pai, mostrando-se incapaz de tomar uma decisão e adiando sempre para mais tarde a tarefa de revelar a verdade a Maria Eduarda.
O romance poderia certamente terminar neste momento da ação, mas o certo é que a vida de Carlos continua, assim como a do amigo Ega, de Mª Eduarda e da filha…
Como se irá desenrolar a vida destas personagens. E como irá evoluir o ambiente socio-político-cultural em Portugal???


Autores: Rafael Fernandes, nº 21, e, Tiago Pais, nº 27.

29 comentários:

  1. Fixe tenho que fazer um trabalho e isto ajudou muito.

    ResponderEliminar
  2. Respostas
    1. ﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽﷽

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  3. Muito útil mesmo. Deu muito jeito.

    ResponderEliminar
  4. CARS 2


    WRITTEN BY

    BEN QUEEN



    A sleek British sports car talks directly to us in a
    pixilated, garbled video. He's OUT OF BREATH. Crates are
    visible behind him. We're in the shadowy bowels of a steel
    room.

    LELAND TURBO
    This is Agent Leland Turbo. I have
    a flash transmission for Agent Finn
    McMissile.

    SUPERIMPOSE OVER BLACK: WALT DISNEY PICTURES PRESENTS

    LELAND TURBO
    Finn. My cover's been compromised.
    Everything's gone pear-shaped.

    SUPERIMPOSE OVER BLACK: A PIXAR ANIMATION STUDIOS FILM

    LELAND TURBO
    You won't believe what I've found
    out here.

    He angles our camera view, reveals a PORTHOLE through which
    we can see flames rising in the distance.

    LELAND TURBO
    This is bigger than anything we've
    ever seen. And no one even knows it
    exists. Finn, I need backup. But
    don't call the cavalry - it could
    blow the operation. And be careful.
    It's not safe out here!

    ANGRY VOICES O.S. Time for Turbo to go.

    LELAND TURBO
    Transmitting my grids now. Good
    luck!

    Coordinates appear: 40 6.80' N - 172 23.84' W

    TITLE CARD: CARS 2


    EXT. SOMEWHERE IN THE NORTH PACIFIC - NIGHT

    A TINY CRAB BOAT (CRABBY) crests over massive swells.

    CRABBY
    Alright buddy, we're here. Right
    where you paid me to bring you.
    Question is, why?

    A metallic blue sports car, circa the `60s, emerges from the
    2.


    shadows. Cagey, smooth, he'd turn heads driving through any
    intersection in the world. Meet FINN MCMISSILE.

    FINN
    I'm looking for a car.

    CRABBY
    A car? Hey pal, you can't get any
    further away from land than out
    here.

    FINN
    Exactly where I want to be.

    CRABBY
    Well I got news for you, buddy.
    There's nobody out here but us.

    Suddenly, a HORN -- a COMBAT SHIP, the size of most cruise
    ships. FINN quickly backs into the shadows, out of sight.

    COMBAT SHIP
    What are you doing out here?

    CRABBY
    What does it look like, genius? I'm
    crabbing!

    COMBAT SHIP
    Well turn around and go back where
    you came from.

    CRABBY
    Yeah? And who's gonna make me?

    A laser sight hits Crabby between the eyes.

    CRABBY
    Alright, alright! Don't get your
    prop in a twist.
    (as he turns to leave)
    What a jerk. Sorry, buddy. Looks
    like it's the end of the line.
    Buddy?

    ON CRABBY'S DECK: Finn is gone.
    CUT TO:

    FINN - He HANGS off the side of COMBAT SHIP, clandestine.

    We're with Finn as the ship continues on, cuts through the
    darkness with purpose. Suddenly small flames appear, perhaps
    a knot or so away. Then WHOOSH!!! A flame rises above Finn,
    the ship. It illuminates an OIL DERRICK.
    3.


    THWAP! Finn fires a GRAPPLING HOOK to the derrick and SWINGS
    toward it. He's going to SLAM into the side with brute force
    WHEN ---

    --- HIS TIRES sprout a magnetic exoskeleton. He STICKS to the
    derrick and now DRIVES VERTICALLY UP UP UP...

    From this vantage point, hundreds of derricks appear.

    EXT. PLATFORM - OIL DERRICK - MOMENTS LATER

    Finn approaches a loading bay from above, hides. He watches
    as GREMLINS, PACERS and assorted other cars scurry about.

    FINN (INTO RADIO)
    Leland Turbo, this is Finn
    McMissile. I'm at the rally point.
    Over.

    No response.

    FINN (INTO RADIO)
    Leland, it's Finn. Please respond.
    Over.

    AN ACCESS DOOR OPENS LOUDLY below. A boxy, monacle-wearing
    German car enters. This is PROFESSOR OTTO ZUNDAPP.

    PROFESSOR ZUNDAPP
    (in German and English)
    Too many cars here. Out of my way!

    FINN
    Professor Zundapp?

    PACER (O.S.)
    Here it is, Professor.

    Zundapp approaches a NOSY PACER who idles next to a CRATE.

    NOSY PACER
    You wanted to see this before we
    load it?

    PROFESSOR ZUNDAPP
    Ah, yes. Very carefully...

    A forklift opens the crate -- inside is a TV CAMERA, packed
    carefully in foam. Finn SNAPS PHOTOS FURIOUSLY.

    NOSY PACER
    Oh. A TV camera. What does it
    actually do?
    4.


    PROFESSOR ZUNDAPP
    This camera is extremely dangerous.

    FINN
    (TO HIMSELF)
    What are you up to now, Professor?

    Finn, angling for a better view, FIRES SUSPENSION WIRES ---

    --- which sail clear to the other side of the derrick ---

    --- THOK! They hook tightly onto a steel girder.

    Finn slides out ONTO THE WIRE like an acrobat, then expels
    another cross-wire for support.

    PROFESSOR ZUNDAPP
    This is valuable equipment. Make
    sure it is properly secured for the
    voyage.

    NOSY PACER
    You got it.

    Finn LOWERS HIMSELF. He snaps more pictures.

    GREM (O.S.)
    Hey, Professor Z!

    Zundapp turns as a CRANE LOWERS A CAR-SIZED CRATE. GREM and
    ACER, an orange Gremlin and a green Pacer, flank it.

    GREM
    This is one of those British spies
    we told you about.

    ACER
    Yeah. This one we caught sticking
    his bumper where it didn't belong.

    Finn PRODUCES SEMI-AUTOMATIC GUNS from his side, readies
    himself for a tag-team spy fight with his buddy Leland.

    PROFESSOR ZUNDAPP
    Agent Leland Turbo.

    The crate is lifted, revealing a CRUSHED, CUBED Leland Turbo.

    Finn's eyes go wide. Suddenly --- WHOOOSHHH! Another derrick
    flame rises behind him, casts a Finn-shaped SHADOW over the
    Professor. He looks up.
    5.


    PROFESSOR ZUNDAPP
    It's Finn McMissile! He's seen the
    camera! Kill him!!

    Finn UNLOADS with bullets as he starts to retreat --- He
    STOPS:

    BAD GUY CARS are waiting for him on the catwalk where he just
    came from - BLOWTORCHES ready.

    Finn, stuck in midair, notices an angry CRANE. Finn GRINS,
    having just found his escape.

    THWAPTHWAPTHWAP!!! Finn releases three of his four cables,
    swinging, Indiana Jones-style on the last one TOWARD THE
    CRANE ---

    --- where he lands on its BOOM, drives UP and LAUNCHES OFF IT
    where he LANDS - MOVING - onto another deck!

    Finn now DRIVES, spraying oil and screeching around corners.
    A GREMLIN in pursuit hits the oil patch, loses control ---

    --- and PLUMMETS OFF the side of the rig!

    The Gremlin FALLS... it's like an eternity...

    He smashes into the water and breaks into a million pieces.

    ON FINN - Now set upon by 20 or 30 MORE pursuing cars. He has
    nowhere to go but UP UP UP a ramp toward the helipad. He
    spies some GASOLINE BARRELS, fires a SINGLE BULLET which cuts
    through its leather straps, sending barrels DOWN the ramp,
    PAST FINN ---

    --- PAST the pursuing CARS ---

    --- to the bottom where they EXPLODE in a CHAIN REACTION back
    UP THE RAMP, taking out at least 15 CARS!

    ON THE HELIPAD - Finn blasts into view, pulls to a stop. No
    more road. Nowhere else to go.

    The 20 BAD GUY CARS that are still in pursuit surround him,
    fire up their blowtorches. About to pounce.

    Finn GRINS. The second time we've seen this grin. It means
    he's got something cooking.

    Finn's REVERSE LIGHTS appear. He DRIVES BACKWARD off the edge
    of the helipad to the SHOCK of the other cars.

    Finn falls. He turns himself so he's grill first, cleanly
    cutting into the water.
    6.


    He EMERGES, now sprouting HYDROFOIL and speeds away.

    GREM
    (NONPLUSSED)
    Get to the boats.

    THE BOATS - an army of combat ships quickly DROP into the sea
    and CHURN WATER with unprecedented fury as they quickly make
    up the distance between them and Finn, FIRING BULLETS as they
    do so.

    ACER
    He's getting away!

    COMBAT SHIP
    Not for long.

    The LEAD COMBAT SHIP quietly drops a TORPEDO into the water.
    It skips along, connecting with Finn in his rear and
    EXPLODING with such force that water skyrockets into the
    night clouds.

    UNDERWATER - McMissile SINKS. Then, he blinks. He GRINS.
    We're starting to like this grin and what follows it. He now
    CONVERTS into a submarine. From his trunk he releases four
    DECOY tires which float to the surface like body parts.

    ON THE DERRICK - Professor Zundapp watches it all from far
    away.

    GREM (OVER RADIO)
    He's dead, Professor.

    PROFESSOR ZUNDAPP
    Wunderbar. With Finn McMissile
    gone, who can stop us now?

    EXT. RADIATOR SPRINGS - DAY

    TOW MATER, a rusty tow truck, putters into view.

    MATER
    Mater. Tow Mater, that's who... is
    here to help you!

    He approaches a broken-down sedan on the side of the road. He
    drives around to the front, catching OTIS' face for the first
    time.

    MATER
    Hey, Otis!
    7.


    OTIS
    Hey, Mater. Gosh, I'm so sorry. I
    thought I could make it this time,
    but...
    (he tries to start his
    engine, stalls)
    Smooth like pudding, huh? Ah, who
    am I kidding? I'll always be a
    lemon.

    Mater hooks his friend and starts towing him.

    MATER
    Well dadgum, you're leaking oil
    again. Must be your gaskets. Hey,
    look on the bright side: This is
    your tenth tow this month, so that
    means it's on the house.

    OTIS
    You're the only one that's nice to
    lemons like me, Mater.

    MATER
    Don't sweat it. These things happen
    to everybody, Otis.

    OTIS
    But you never leak oil.

    MATER
    Yeah, but I ain't perfect. Don't
    tell nobody, but I think my rust is
    starting to show through.

    Mater and Otis drive past THE RADIATOR SPRINGS WELCOME SIGN.
    It has been amended to say: "Home of Lightning McQueen."

    OTIS
    Hey, is Lightning McQueen back yet?

    MATER
    Not yet.

    OTIS
    He must be crazy-excited about
    winning his fourth Piston Cup.
    Four! Wow!
    8.


    MATER
    Yeah, we're so dadgum proud of him.
    But I sure wish he'd hurry up and
    get back `cause we got a whole
    summer's worth of best friend fun
    to make up for. Just me and --

    Ahead of them, a half-mile off, a RED RACE CAR is visible.

    MATER
    --- McQueen!

    Mater FLOORS IT, dragging poor Otis behind him.

    OTIS
    Uh, Mater? I'm in no hurry. You
    don't need to go so fast!

    Boom! They hit a bump. Otis catches air.

    EXT. RADIATOR SPRINGS - DAY

    Lightning McQueen is surrounded by his hometown friends.

    LUIGI
    Oh, Lightning. Welcome home.

    FLO
    Good to have you back, honey.

    FILLMORE
    Congratulations, man.

    SARGE
    Welcome home, soldier.

    SHERIFF
    The place wasn't the same without
    you, son.

    LIZZIE
    What? Did he go somewhere?

    MCQUEEN
    It's good to be home, everybody.

    MATER (O.S.)
    McQueen!

    They all turn around, see Mater speeding into town, with Otis
    swerving behind him.

    MCQUEEN
    Mater!
    9.


    MATER
    McQueen!

    Mater skids into main street and in one swift motion,
    slingshots Otis forward ---

    OTIS
    Woaahhhhh!

    --- right through Ramone's front door ---

    INT. RAMONE'S - CONTINUOUS

    --- where he lands perfectly on the hydraulic lift. Ramone
    lifts him up, routine.

    RAMONE
    Hey. How far'd you make it this
    time, Otis?

    OTIS
    Halfway to the county line.

    RAMONE
    Not bad, man.

    OTIS
    I know, I can't believe it either!

    EXT. RADIATOR SPRINGS - CONTINUOUS

    MATER
    McQueen, welcome back!

    MCQUEEN
    Mater, it's so good to see you.

    MATER
    You too, buddy.

    Mater and McQueen do an ELABORATE TIRE BUMP (fist bump
    style).

    MATER
    Oh, man. You ain't gonna believe
    the things I got planned for us.

    Everyone watches as the tire bump continues.

    MACK
    (to Lizzie, an aside)
    These best friend greetings get
    longer every year.
    10.


    MATER
    (TO MCQUEEN)
    You ready to have some serious fun?

    MCQUEEN
    Well, actually I've got something
    to show you first.

    INT. RADIATOR SPRINGS MUSEUM - DAY

    CLOSE ON THE PISTON CUP. It has now changed, been adorned
    with a small likeness of Doc. It says "Hudson Hornet Piston
    Cup."

    MATER
    Wow. I can't believe they renamed
    the Piston Cup after our very own
    Doc Hudson.

    McQueen and Mater are alone, the museum closed to the public.
    McQueen approaches a "Hudson Hornet" wall with Doc's three
    Piston cups, framed articles, other racing ephemera.

    MCQUEEN
    I know Doc said these things were
    just old cups, but to have someone
    else win it just didn't feel right,
    you know?

    MATER
    Well, Doc would've been real proud
    of you. That's for sure.

    McQueen takes this in.

    EXT. RADIATOR SPRINGS - LATER

    McQueen and Mater exit the Doc Hudson Museum.

    MCQUEEN
    Alright, pal. I've been waiting all
    summer for this. What've you got
    planned?

    MATER
    You sure you can handle it?

    MCQUEEN
    Come on, you know who you're
    talking to? This is Lightning
    McQueen. I can handle anything.
    11.


    EXT. RADIATOR SPRINGS - DAY

    Mater and McQueen roll on an old train track, their tires
    off. They're on their rims.

    MCQUEEN
    Uh.... Mater?!

    MATER
    Just remember, your brakes ain't
    gonna work on these!

    As they head INTO A DARK TUNNEL ---

    MCQUEEN (O.S.)
    Mater!

    MATER (O.S.)
    Relax, these train tracks ain't
    been used in years!

    From inside the tunnel a loud TRAIN HORN. The two friends
    emerge, going as fast as they can on train tracks, uphill,
    with no tires.

    MCQUEEN
    Come on, come on! Faster, faster!

    Moments later a harmless GALLOPING GOOSE appears, oversized
    horn visible, cackling and laughing at his prank.

    EXT. FIELD - OUTSIDE RADIATOR SPRINGS - LATER

    An ENORMOUS EARTH MOVER sleeps. McQueen and Mater sneak up.

    MATER
    This is gonna be good!

    They blow their horns and he TIPS OVER, tractor-tipping
    style. They LAUGH at the gag, but soon realize the earth
    mover's GIANT EXHAUST PIPE is directly above them.

    MATER
    Uh-oh. This ain't gonna be good.

    The exhaust pipe BELCHES. McQueen and Mater are BLASTED out
    of view.

    INT. RADIATOR SPRINGS - DUSK

    The sun sets. McQueen and Mater roll into town. McQueen looks
    exhausted. Mater is still full of energy.
    12.


    MATER
    Boy, this was the best day ever!
    And my favorite souvenir?

    Mater proudly shows off a dent.

    MATER
    This new dent!

    MCQUEEN
    Boy, Mater. Today was, uh...

    MATER
    Shoot, that was nothing. Wait til
    you see what I got planned for
    tonight.

    MCQUEEN
    Mater, Mater. Whoa. I was kind of
    thinking of just a quiet dinner.

    MATER
    That's exactly what I was thinking.

    MCQUEEN
    No, I... I meant with Sally, Mater.

    MATER
    Even better! You, me and Miss Sally
    going out for supper.

    McQueen pulls around in front of Mater, stops.

    MCQUEEN
    Mater, I meant it would be just me
    and Sally.

    MATER
    Oh.

    MCQUEEN
    It's just for tonight. We'll do
    whatever you want tomorrow.

    MATER
    (DISAPPOINTED)
    Okay.

    MCQUEEN
    Thanks for understanding.

    MATER
    Yeah, sure. Y'all go on and have
    fun now.
    13.


    MCQUEEN
    Alright, then. See ya soon, amigo!

    McQueen drives off. Mater watches him go.

    EXT. THE WHEEL WELL - NIGHT

    It's been converted into a white-tablecloth restaurant, with
    cars dining al fresco and a hopping gastropub inside.

    MCQUEEN AND SALLY have a prime table with a view of Radiator
    Springs and the starry night sky.

    SALLY
    This is so nice.

    MCQUEEN
    I can't tell you how good it is to
    be here alone. Just the two of us.
    Finally, you and me ---

    MATER (O.S.)
    Good evening.

    Mater is at their table, dressed as a waiter.

    MATER
    My name is Mater and I'll be your
    waiter.
    (TO HIMSELF)
    Mater the waiter. That's funny
    right there.

    MCQUEEN
    Mater, you work here?

    MATER
    Well yeah I work here. What'd you
    think, I just snuck in here when
    nobody was looking and pretended to
    be your waiter, just so I could
    hang out with you?

    McQueen and Sally exchange a look.

    MCQUEEN
    Oh, yeah. How ridiculous would that
    be?

    MATER
    Now, can I start you two lovebirds
    off with a couple drinks?
    14.


    MCQUEEN
    Yes. I'll have my usual.

    SALLY
    You know what? I'm going to have
    that too.

    Mater blinks.

    MATER
    Uh, right. Your usual.
    CUT TO:

    INSIDE AT THE BAR - Fillmore and Sarge watch as Guido mixes
    drinks, ala "Cocktail." Mater arrives.

    MATER
    Guido! What's McQueen's usual?

    GUIDO
    (in Italian, subtitled)
    How should I know?

    MATER
    Perfect! Give me two of `em.

    SARGE
    Quiet! My program's on.

    MEL DORADO (O.S.)
    Tonight on "The Mel Dorado Show"!

    ON THE BAR TV - "THE MEL DORADO SHOW," a cable talk show,
    begins with file footage of MILES AXLEROD, a sleek SUV.

    MEL DORADO (ON TV)
    His story gripped the world! Oil
    billionaire Miles Axlerod, in an
    attempt to become the first car to
    circumnavigate the globe without
    GPS, ironically ran out of gas and
    found himself trapped in the wild!

    We see images of newspaper headlines, search crews.

    MEL DORADO (ON TV)
    Feared dead, he emerged 36 days
    later, running on a fuel he'd
    distilled himself from the natural
    elements! Since then he's sold his
    oil fortune, converted himself from
    a gas-guzzler into an electric car,
    and has devoted his life to finding
    a renewable, clean-burning fuel!
    15.


    Images of oil derricks torn down; Miles Axlerod getting
    converted to electric; lab scientists testing chemicals.

    MEL DORADO (ON TV)
    Now he claims to have done it with
    his Allinol.

    Images of fields, rivers, vegetables, and mountains all
    combining to form the Allinol logo.

    MEL DORADO (ON TV)
    And to show the world what his new
    superfuel can do, he's created a
    racing competition like no other,
    inviting the greatest champions
    from around the globe to battle in
    the first ever World Grand Prix.
    Welcome Sir Miles Axlerod.

    SIR MILES AXLEROD arrives, parks across from Mel's desk.

    MILES AXLEROD (ON TV)
    Thank you, Mel. It is very good to
    be here. Now listen to me: Big Oil.
    It costs a fortune. Pollution is
    getting worse. I mean, come on.
    It's a fossil fuel. Fossil. As in
    dead dinosaurs. And we all know
    what happened to them. Alternative
    energy is the future. Trust me,
    Mel, after seeing Allinol in action
    at the World Grand Prix, nobody
    will ever go back to gasoline
    again.

    MATER
    (TO FILLMORE)
    What happened to the dinosaurs,
    now?

    MEL DORADO (ON TV)
    And on satellite, a World Grand
    Prix competitor and one of the
    fastest cars in the world,
    Francesco Bernoulli.

    Across the screen: LIVE FROM ROME, ITALY. We meet Formula
    race car FRANCESCO BERNOULLI.

    FRANCESCO (ON TV)
    It is an honor, Signore Dorado. For
    you.
    16.


    MEL DORADO (ON TV)
    Miles, why not invite Lightning
    McQueen?

    Mater, collecting his drinks, looks up, half-intrigued.

    MILES AXLEROD (ON TV)
    Of course we invited him. But
    apparently after a very long racing
    season he is taking some time off
    to rest.

    FRANCESCO (ON TV)
    Lightning McQueen would not have a
    chance against Francesco!

    Mater doesn't like this.

    FRANCESCO (ON TV)
    I can go over 300 kilometers an
    hour! In miles that is like, uh...
    way faster than McQueen.

    MEL DORADO (ON TV)
    Let's go to the phones. Baltimore,
    Maryland, you're on the air.

    CALLER (ON TV)
    Am I on? Hello?

    MEL DORADO (ON TV)
    You're on. Go ahead.

    CALLER (ON TV)
    Hello?

    MEL DORADO (ON TV)
    Go ahead, caller.

    Dial tone.

    MEL DORADO (ON TV)
    Let's go to Radiator Springs.
    You're on, caller.

    MATER'S VOICE (ON TV)
    Yeah, that Italian feller you got
    on there can't talk that way about
    Lightning McQueen. He's the bestest
    race car in the whole wide world.

    Fillmore and Sarge look around. Mater is visible in the back
    of the bar on an office phone.
    17.


    SARGE
    Uh-oh...

    FRANCESCO (ON TV)
    If he is, how you say "the bestest
    race car," then why must he rest,
    eh?

    MATER'S VOICE (ON TV)
    Cause he knows what's important.
    Every now and then he prefers just
    to slow down, enjoy life.

    FRANCESCO (ON TV)
    Ah, you heard it! Lightning McQueen
    prefers to be slow! Of course, this
    is not news to Francesco. When I
    want to go to sleep I watch one of
    his races. After two laps I am out
    cold.

    Audible RXNS from the bar. A crowd has been forming ever
    since Mater started talking.

    MATER'S VOICE (ON TV)
    That ain't what I meant.
    CUT TO:

    MCQUEEN AND SALLY - They hear the commotion inside.

    MCQUEEN
    Hey, what's going on over there?
    CUT BACK TO:

    THE BAR - Sally and McQueen push through the crowd, see that
    they're watching Francesco on the television.

    MCQUEEN
    (TO SALLY)
    Oh, it's that Italian Formula car.
    His name is ---

    SALLY
    Francesco Bernoulli. No wonder
    there's a crowd.

    When Sally says his name, she enunciates each part, as if
    Italian were her mother's tongue.

    MCQUEEN
    Wait, why do you know his name? And
    don't say it like that. It's three
    syllables, not ten.
    18.


    SALLY
    What? He's nice to look at. You
    know, open-wheeled and all.

    MCQUEEN
    What's wrong with fenders? I
    thought you like my fenders.

    MATER'S VOICE (ON TV)
    Well let me tell you something else
    there, Mr. San Francisco ---

    MCQUEEN
    Mater?

    MATER'S VOICE (ON TV)
    McQueen could drive circles around
    you.

    FRANCESCO (ON TV)
    Driving in circles is all he can
    do, no?

    MATER'S VOICE (ON TV)
    No! I mean yes. I mean he could
    beat you anywhere, anytime, any
    track.

    On McQueen - he looks at Guido who gives a nod over to ---

    --- Mater, turned away from the crowd, still on the phone.

    FRANCESCO (ON TV)
    Mel, can we move on? Francesco
    needs a caller who can provide a
    little more intellectual
    stimulation. Like a dump truck.

    ON MCQUEEN. He doesn't like this at all.

    MATER
    Ha ha! That shows what you know.
    Dump trucks is dumb.

    Suddenly, Mater is YANKED from the booth and replaced by
    McQueen.

    MCQUEEN (INTO PHONE)
    Yeah, hi, this is Lightning
    McQueen. Look, I don't appreciate
    my best friend being insulted like
    that.
    19.


    FRANCESCO (ON TV)
    McQueen! That was your best friend?
    This is the difference between you
    and Francesco. Francesco knows how
    good he is. He does not need to
    surround himself with tow trucks to
    prove it.

    MCQUEEN
    Those are strong words from a car
    that is so fragile.

    FRANCESCO (ON TV)
    Fragil�!? He calls Francesco
    fragil�? Not so fast, McQueen!

    MCQUEEN
    "Not so fast." What is that, your
    new motto?

    Francesco goes ballistic in Italian. They cut his mic.

    MILES AXLEROD (ON TV)
    Well, this sounds like something
    that needs to be settled on the
    race course. What do you say,
    Lightning McQueen? We've still got
    room for one more racer.

    MCQUEEN
    Well, I would love to. The only
    thing is my crew's off for the
    season so ---

    A sound O.S. McQueen turns to see Fillmore, Sarge and Luigi
    flank a tablecloth which is hanging off the bar. Ramone backs
    away, having spray painted "TEAM LIGHTNING MCQUEEN" on it.
    Guido quickly uncorks three wine bottles.

    GUIDO
    Pit stop.

    McQueen turns back to the phone.

    MCQUEEN
    You know what? They just got back.
    Deal me in, baby. Ka-chow!

    The place ERUPTS IN CHEERS.

    MOMENTS LATER - General excitement as McQueen exits the phone
    booth where Sally waits. Off her look:
    20.


    MCQUEEN
    I know, I know. I just got back.
    But we won't be long and ---

    SALLY
    Oh, no, don't worry about me. I've
    got enough to do here. Mater's
    going to have a blast though.
    (off McQueen's silence)
    You're bringing Mater, right? You
    never bring him to any of your
    races.

    McQueen turns to the bar where Mater privately tries their
    drinks, hates it, spits it back in the glass.

    SALLY
    Just let him sit in the pits, give
    him a headset. C'mon, it'll be a
    thrill of a lifetime for him.

    Mater arrives.

    MATER
    Your drinks, sir.

    MCQUEEN
    Mater.

    MATER
    I didn't taste it!

    MCQUEEN
    How'd you like to come and see the
    world with me?

    MATER
    You mean it?

    MCQUEEN
    You got me into this thing. You're
    coming along.

    BEGIN MONTAGE:

    - McQueen is given a new paint job and headlights by Ramone.
    Mater, now sporting a "Team McQueen" emblem, seems psyched as
    well.

    - An airport DEPARTURES SIGN advertises the next flight:
    Tokyo, Japan.

    - Mater waves goodbye with his hook alongside McQueen, Guido,
    Luigi, Fillmore and Sarge as ---
    21.


    --- the rest of Radiator Springs watches them board a plane.
    Red bawls.

    - IN THE JET, LATER. McQueen and Mater are the only ones
    awake, watch an insane Japanese game show.

    - JAPAN AT NIGHT. A stylish Tokyo cityscape of neon, glamour,
    scrolling billboards, vending machines and high-tech
    skyscrapers.

    - INSIDE A SOUVENIR SHOP loaded with McQueen toys: Mater and
    McQueen enter. A tourist sees McQueen and faints.

    - A KABUKI THEATER. Team McQueen watches a methodical dance.
    Mater, dressed in Kabuki makeup, arrives. He looks insane.

    - A SUMO MATCH - Two SUZUKI SAMURAI CARS wrestle over a
    parking space. Mater, now in his element, cheers.

    The MONTAGE ENDS on this high note as we CUT TO ---

    EXT. MUSEUM - TOKYO - NIGHT

    ---- TEAM MCQUEEN, as they roll up the red carpet. Press is
    held at bay behind ropes. WORLD GRAND PRIX and ALLINOL logos
    are strategically placed for maximum press exposure. RACERS
    are interviewed by press behind the red-carpet ropes.

    INT. TOKYO MUSEUM - NIGHT

    Team McQueen enters via a second floor landing which
    overlooks a massive indoor party in a converted museum. As
    they roll down a ramp to the party, they are awed.

    LUIGI
    Guido, look! Ferraris and tires!
    Let's go!

    MCQUEEN
    (IMPRESSED)
    Hey, look at this. Okay now Mater,
    remember: best behavior.

    MATER
    You got it, buddy. Hey, what's
    that?

    He sees something, peels away.

    MCQUEEN
    Mater!

    LEWIS HAMILTON
    Hey, McQueen, over here!
    22.


    It's fellow racers JEFF GORVETTE and LEWIS HAMILTON. McQueen
    now has no choice but to let Mater go.

    MCQUEEN
    Hey, Jeff. Lewis!
    CUT TO:

    MATER as he approaches a GLASS-ENCLOSED ROCK GARDEN where a
    pitty RAKES rocks with precision. He knocks on the glass with
    his hook.

    MATER
    Hey! You done good! You got all the
    leaves!

    People turn at the noise he's making.
    CUT BACK TO:

    MCQUEEN, JEFF and LEWIS.

    JEFF GORVETTE
    Check out that tow truck.

    LEWIS HAMILTON
    I wonder who that guy's with?

    MCQUEEN
    Will you guys excuse me just for
    one little second?

    He zips over to Mater's side, quickly pulls him out of sight.

    MCQUEEN
    Mater, listen. This isn't Radiator
    Springs.

    MATER
    You're just realizing that? Boy,
    that jet-lag really done a number
    on you.

    MCQUEEN
    Mater, look -- things are different
    over here. Which means maybe you
    should, you know, act a little
    different too.

    MATER
    Different than what?

    MCQUEEN
    Well, just... help me out here,
    buddy. I ---
    23.


    MATER
    You need help? Shoot, why didn't
    you just say so? That's what a tow
    truck does. Hey, looky there, it's
    Mr. San Francisco!

    FRANCESCO is visible across the room, holding court.

    MATER
    I'll introduce you.

    MCQUEEN
    Mater, no.

    MATER
    (already on his way)
    Look at me -- I'm helping you
    already!

    On FRANCESCO - MOMENTS LATER. Mater approaches, giddy.

    MATER
    Hey Mr. San Francisco, I'd like you
    to meet ---

    FRANCESCO
    Lightning McQueen! Buona sera.

    MCQUEEN
    Nice to meet you, Francesco.

    FRANCESCO
    Yeah, nice to meet you too. You are
    very good-looking. Not as good as I
    thought, but you're good.

    MATER
    (TO FRANCESCO)
    Excuse me. Can I get a picture with
    you?

    FRANCESCO
    Anything for McQueen's friend.

    As Mater poses for a photo with Francesco:

    MATER
    Miss Sally is gonna flip when she
    sees this. She's Lightning
    McQueen's girlfriend.

    FRANCESCO
    Oooh.
    24.


    MATER
    She's a big fan of yours.

    FRANCESCO
    Hey, she has good taste.

    MCQUEEN
    Mater's prone to exaggeration. I
    wouldn't say she's a "big" fan.

    MATER
    You're right. She's a huge fan. She
    goes on and on about your open
    wheels here.

    MCQUEEN
    Mentioning it once doesn't qualify
    as going "on and on."

    FRANCESCO
    Francesco is familiar with this
    reaction to Francesco. Women
    respect a car that has nothing to
    hide.

    MCQUEEN
    Yeah, uh...

    FRANCESCO
    Let us have a toast.

    McQueen doesn't like where this is going, covers.

    MCQUEEN
    Let's.

    FRANCESCO
    (raising a drink)
    I dedicate my win tomorrow... to
    Miss Sally.

    MCQUEEN
    Oh, sorry. I already dedicated MY
    win tomorrow to her. So if we both
    do it, it's really not so special.
    Besides, I don't have a drink.

    MATER
    I'll go get you one. You mind if I
    borrow a few bucks for one of them
    drinks?
    25.


    MCQUEEN
    (could kill him)
    They're free, Mater.

    MATER
    Free? Well, shoot, what am I doing
    here?

    Mater ZIPS OFF.

    MCQUEEN
    I should probably go keep an eye on
    him. See you at the race.

    McQueen starts to leave.

    FRANCESCO
    Yes, you will see Francesco. But
    not like this.

    Francesco does a 180, so his rear end now faces McQueen.

    FRANCESCO
    You will see him like this, as he
    drives away from you.

    Francesco wears a bumper sticker that says "Ciao, McQueen!"

    MCQUEEN
    That's cute. So you had one of
    those made up for all the racers?

    FRANCESCO
    No.

    MCQUEEN
    Okay.

    He rolls off.

    MCQUEEN
    He is so getting beat tomorrow.

    INT. PARTY - MOMENTS LATER

    Lights caress the main stage where a crowd has formed.

    VOICE
    Ladies and gentlecars... Sir Miles
    Axlerod!

    MILES AXLEROD drives through an infinity fountain, appears.
    26.


    MILES AXLEROD
    It is my absolute honor to
    introduce to you the competitors in
    the first-ever World Grand Prix.
    From Brazil. Number eight...

    ON FINN MCMISSILE. He appears from the shadows, keeps a
    careful distance from the stage. He ZEROES HIS GAZE ON ---

    --- THE WORLD GRAND PRIX TV CAMERAS which roll, catching
    Miles Axlerod's speech for publicity and posterity.

    Finn's ONBOARD COMPUTER ANALYZES each one, compares to the
    photos we saw him snap on the oil platform. Each one is "NOT
    A MATCH." His view is suddenly disrupted by A BEAUTIFUL
    SPORTS CAR. She approaches Finn. Meet HOLLEY SHIFTWELL.

    HOLLEY
    A Volkswagen Karmann Ghia has no
    radiator.

    FINN
    That's because it's air-cooled.

    HOLLEY
    I'm Agent Shiftwell, Holley
    Shiftwell from the Tokyo Station. I
    have a message from London.

    FINN
    Not here.
    (LOUDLY)
    You must try the canapes on the
    mezzanine!

    He moves her onto an elevator. The doors close on them.

    IN THE ELEVATOR, GOING UP.

    FINN
    So the lab boys analyzed the photo
    I sent? What did they learn about
    the camera?

    HOLLEY
    It appears to be a standard
    television camera. They said if you
    could get closer photos next time,
    that would be great.

    FINN
    This was London's message?
    27.


    HOLLEY
    Oh -- no, no. No sir. Um, the oil
    platforms you were on? Turns out
    they're sitting on the biggest oil
    reserve in the world.

    FINN
    How did we miss that?

    HOLLEY
    They'd been scrambling everyone's
    satellites. The Americans actually
    discovered it just before you did.
    They placed an agent on that
    platform, under deep cover. He was
    able to get a photo of the car
    who's running the entire operation.

    The doors OPEN and they exit onto the Mezzanine.

    FINN
    Who is it? Has anyone seen the
    photo yet?

    HOLLEY
    No, not yet. The American is here
    tonight to pass it to you. He'll
    signal you when he's ready.

    FINN
    GOOD ---

    Finn suddenly STOPS COLD.

    FINN
    Oh no.

    Professor Zundapp is visible below them. He talks with a few
    Pacers and Gremlins. Finn quickly retreats into the shadows.
    Holley follows suit.

    HOLLEY
    What is it?

    FINN
    Change of plan. You're meeting the
    American.

    HOLLEY
    What, me?
    28.


    FINN
    Those thugs down there were on the
    oil platform. If they see me, the
    whole mission is compromised.

    HOLLEY
    No, no. I'm technical, you see. I'm
    in Diagnostics. I'm not a field
    agent.

    FINN
    You are now.
    CUT TO:

    MATER as he grabs a drink, keeps moving.

    MATER
    I'll take one of them.

    He snatches it, drops it in the back where we now see a large
    assortment of drinks balanced.

    MATER
    Never know which one McQueen'll
    have a hankering for.

    He approaches a sushi bar.

    MATER
    Hey, what you got here that's free?
    How about that pistachio ice cream?

    He refers to wasabi, of course.

    SUSHI CHEF
    No, no. Wasabi.

    MATER
    Oh, same ol', same ol'. What's up
    with you? That looks delicious.

    The chef starts to carve a small scoop aside for Mater.

    MATER
    Uh, a little more, please.
    It is free, right?
    (the chef adds more)
    Keep it coming. A little more. Come
    on, let's go, it's free! You're
    getting there... Scoop scoop!

    The chef gives in. Scoops a baseball-sized ball out.
    29.


    MATER
    There you go. Now THAT's a scoop of
    ice cream.

    SUSHI CHEF
    (in Japanese, subtitles)
    My condolences.
    CUT BACK TO:

    MILES AXLEROD - He's now nearly done with his intros.

    MILES AXLEROD
    ... and now, our last competitor ---
    Number 95, Lightning McQueen!

    MCQUEEN approaches the microphone, flashes his headlights.

    MCQUEEN
    Thank you so much for having us,
    Sir Axlerod. I really look forward
    to racing. This is a great
    opportunity.

    MILES AXLEROD
    Oh, the pleasure is all ours,
    Lightning. You and your team bring
    excellence and professionalism to
    this competition.

    As if on cue, Mater arrives with a piercing scream of pain.
    Everyone turns as he charges head first toward the stage,
    making a bee-line for that FOUNTAIN.

    MATER
    Somebody get me water!

    He laps up water from the fountain like a diabetic cat.

    MATER
    (LAPPING WATER)
    Sweet relief...

    Miles Axlerod is shocked. The crowd can't believe it.
    Francesco cackles. Mater, now sated, approaches the mic.

    MATER
    (to the crowd)
    Whatever you do, do not eat the
    free pistachio ice cream. It has
    turned!

    MCQUEEN
    Sir Axlerod, I can explain. This is
    Mater.
    30.


    MILES AXLEROD
    I know him. This is the bloke that
    called into the television show.
    (TO MATER)
    You're the one I have to thank.

    MATER
    No, thank you. This trip's been
    amazing.

    MILES AXLEROD
    (TO MCQUEEN)
    He's a little excited, isn't he?

    TILT DOWN to reveal a pool of oil beneath Mater.

    MCQUEEN
    Mater!

    MATER
    But wait, I... oh, shoot.

    McQueen quickly pulls Mater aside, out of earshot of Miles
    Axlerod and the others. McQueen is beside himself.

    MCQUEEN
    Mater, you have to get a hold of
    yourself. You're making a scene.

    MATER
    But I never leak oil. Never.

    MCQUEEN
    Go take care of yourself right now.

    Mater drives off.

    ON MATER - MOMENTS LATER

    He drives through the party, frantic.

    MATER
    Coming through! Excuse me, leakin'
    oil. Where's the bathroom? Thank
    you. I gotta go!

    Someone points Mater down a hallway. He whips around the
    CORNER ---

    --- and STOPS. Finds himself in front of TWO BATHROOM DOORS,
    neither of which clearly indicate MALE or FEMALE.
    31.


    MATER
    (CONFUSED)
    What the...

    Mater chooses one, drives inside. A SHRIEK is heard and Mater
    zips out.

    MATER
    Sorry ladies!

    He heads into the other door ---
    CUT TO:

    INT. MEN'S ROOM - NIGHT

    Mater rolls in, still `holding it in' like a kid.

    MATER
    I never leak I never leak I never
    leak...

    He sees someone leaving a stall. He heads in.

    IN THE STALL - Mater enters, looks up.

    MATER
    Wowee...

    The stall is a complicated apparatus with buttons and lights.
    High-tech Japanese. It suddenly GRABS MATER, hoists him up as
    if he's going to get an oil change.

    MATER
    What in the---

    A Japanese style cartoon CARICATURE appears on a TV MONITOR,
    followed by images of waterfalls and rivers.

    MATER
    (GIGGLING)
    Hey, that tickles.

    The caricature starts talking in Japanese. Suddenly WATER
    FIRES UP underneath Mater's undercarriage, goosing him. He
    freaks out.

    OUTSIDE THE STALL - With Mater's yells audible we see a
    GREMLIN enter, furtive. Suddenly, inexplicably, his frame
    BREAKS APART like an egg, revealing an AMERICAN MUSCLE CAR
    underneath. The pieces of the Gremlin disappear under him,
    clearly his disguise. This is ROD REDLINE - American Agent.
    32.


    ROD REDLINE
    Okay, McMissile. I'm here. It's
    time for the drop.

    INT. PARTY - SAME

    HOLLEY, rolls along by herself. Nervous. DING! Her rearview
    monitor springs to life.

    HOLLEY (INTO RADIO)
    The American has activated his
    tracking beacon.

    FINN (OVER RADIO)
    Roger that. Move in.

    INT. BATHROOM - SAME

    Rod Redline, waiting at a sink, feels a presence behind him.

    GREM and ACER have entered, hesitate briefly when they see
    Rod Redline.

    Rod Redline, careful, slides a gun out of his tire. He is
    suddenly CHARGED by the AMCs --- Rod SPINS AROUND and gets a
    shot off but is SLAMMED HEAD FIRST. A TIGHT, CLOSE-QUARTERS
    FIGHT begins ---

    IN THE STALL - Mater, still TRAPPED, is now being SCRUBBED as
    if in a car wash. He is helpless.

    OUTSIDE THE STALL - Rod is being pulverized. Just when he
    scrambles away from one car, the other one takes over.

    IN THE STALL - Mater is mercifully released, but when he
    backs out ---

    --- Rod Redline is THROWN INTO MATER'S STALL DOOR, crunching
    it and sending Mater ---

    --- BACK INTO THE CLUTCHES of the insane toilet.

    INT. PARTY - SAME

    Holley isolates the tracking beacon's location in the party.

    HOLLEY
    Oh, you've got to be joking.

    FINN
    What's the problem, Shiftwell?

    HOLLEY
    He's in the loo.
    33.


    FINN
    So go in!

    HOLLEY
    I can't just go into the men's loo.

    FINN
    Time is of the essence, Shiftwell.

    INT. BATHROOM - OUTSIDE THE STALL

    Rod Redline is in bad shape. He backs away, betrays a look of
    concern. He's in trouble here.

    ACER burns rubber, ready to finish him off. Just as he shifts
    into DRIVE ---

    --- MATER'S STALL DOOR KICKS OPEN, knocking ACER out. Mater
    jumps out, face-to-face GREM.

    MATER
    (out of breath)
    Whatever you do, I would not go in
    there.

    The door SWINGS shut, revealing the pulverized Acer.

    MATER
    A Gremlin and a Pacer!

    Rod Redline, now behind Mater and sensing an opportunity
    here, quickly produces A SMALL DEVICE.

    MATER
    (to Grem and Acer)
    No offense to your makes and
    models, but you guys break down
    harder than my cousin Betsy after
    she got left at the ---

    Rod Redline, surreptitiously attaches the device to Mater's
    undercarriage.

    MATER
    (as he's goosed)
    --- altar!

    He spins around, sees Rod Redline for the first time.

    MATER
    Are you okay?

    ROD REDLINE
    I'm fine.
    34.


    GREM
    Hey. Tow truck.

    Mater turns back to Grem and Acer.

    GREM
    We'd like to get to our private
    business here, if you don't mind.

    MATER
    Oh, yeah. Don't let me get in the
    way of your "private business."
    Oh! A little advice: When you hear
    her giggle and see that waterfall,
    you best press that green button.

    GREM
    Thank you.

    MATER
    It's to adjust the temperature.

    ACER
    Got it.

    MATER
    Remember it's in Celsius, not
    Fahrenheit.

    GREM AND ACER
    Get outta here!

    MATER
    Alright then.

    Mater exits, leaving Rod Redline to a now even angrier Grem
    and Acer.

    EXT. BATHROOM - MOMENTS LATER

    Holley arrives at the door. She takes a breath, is about to
    enter when Mater EXITS.

    MATER
    Excuse me, ma'am.

    He passes her, expelling some exhaust in the process.
    Holley's rearview tracking confirms that the device is on
    him.

    MATER
    (TO HIMSELF)
    Dadgum pistachio ice cream.
    35.


    HOLLEY (INTO RADIO)
    This cannot be him.

    FINN (OVER RADIO)
    Is he American?

    MATER
    (driving off, to himself)
    Look out, ladies. Mater's fittin'
    to get funky!

    HOLLEY (INTO RADIO)
    Extremely.

    FINN (OVER RADIO)
    Then it's him.

    It's settled. Holley takes one more nervous breath, quickly
    closes the distance between her and Mater, cuts him off. He
    is forced to STOP.

    HOLLEY
    Hello.

    MATER
    Well, hello.

    HOLLEY
    A Volkswagen Karmann Ghia has no
    radiator.

    MATER
    Well of course it doesn't. That's
    `cause it's air-cooled!

    HOLLEY
    (RELIEVED)
    Perfect. I'm from the Tokyo Station
    OF THE---

    MATER
    Course, Karmann Ghia's weren't the
    only ones. Besides the Beetles you
    had your Type-3 Squarebacks, with
    the pancake motors...

    HOLLEY
    Yeah. Okay, I get it---

    MATER
    ... And before both of them,
    there's the Type-2 buses - my buddy
    Fillmore's one of them.
    36.


    HOLLEY
    Listen! We should find somewhere
    more private.

    MATER
    Uh, gee. Don't you think that's a
    little, uh ---

    HOLLEY
    (NERVOUS ENERGY)
    You're right. Impossible to know
    which areas here are compromised.
    So, when can I see you again?

    MATER
    Well, let's see. Tomorrow I'll be
    out there at the races.

    HOLLEY
    Got it. We'll rendezvous then.

    INT. PARTY - MOMENTS LATER

    Mater returns to his team, lost in thought.

    MCQUEEN
    There you are. Where have you been?

    MATER
    What's a rendezvous?

    LUIGI
    It's like a date.

    MATER
    A date?!

    MCQUEEN
    Mater, what's going on?

    MATER
    Well, what's going on is I've got
    me a date tomorrow.

    Guido makes a crack in Italian.

    LUIGI
    Guido don't believe you.

    MATER
    Well, believe it. My new girlfriend
    just said so. Hey, there she is.

    Mater points out Holley, who's within earshot.
    37.


    MATER
    (YELLING)
    Hey! Hey lady!

    Holley, caught in plain view, DRIVES OFF.

    MATER
    See ya tomorrow!

    Guido makes another crack in Italian.

    LUIGI
    Guido still don't believe you.

    EXT. SHIPYARD - THE DOCKS - TOKYO NIGHT

    An industrial dock, outside of the city proper.

    INT. SHIPYARD - NIGHT

    Rod Redline dangles from a car magnet. He's been beaten up,
    clings to consciousness.

    GREM (O.S.)
    I gotta admit ---

    Grem, Acer, and a bunch of nasty looking troublemakers look
    up at Rod amidst crates and shipping containers.

    GREM
    --- you tricked us real good.

    ACER
    And we don't like being tricked.

    Rod Redline laughs to himself.

    ACER
    Hey, what's so funny?

    ROD REDLINE
    Well, you know, I was just wearing
    a disguise. You guys are stuck
    looking like that.

    This doesn't help him. They DROP HIM onto a TREADMILL, lock
    him down. A container is wheeled forward and Rod is plied
    with Allinol brand gasoline.

    ROD REDLINE
    Allinol? Thanks, fellas. I hear
    this stuff is good for you.
    38.


    PROFESSOR ZUNDAPP (O.S.)
    So you think.

    The Professor emerges from the darkness, behind Rod.

    PROFESSOR ZUNDAPP
    Allinol by itself is good for you.

    Zundapp hits a button and the TREADMILL starts Rod's wheels
    spinning at a high rate of speed.

    PROFESSOR ZUNDAPP
    But after microscopic examination,
    I have found that it has one small
    weakness. When hit with an
    electromagnetic pulse, it becomes
    extremely dangerous.

    GREM
    SMILE ---

    Grem pushes a World Grand Prix CAMERA - the same one that
    was in the box back at the oil derrick. He points it at Rod
    Redline.

    GREM
    --- for the camera.

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

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

    ROD REDLINE
    Whatever you say, Professor.

    Acer pushes a TV MONITOR toward Rod. On it, surveillance
    footage from the party. Clearly, they were watching and
    recording him there.

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

    ROD REDLINE
    Your mother. Oh no, I'm sorry. It
    was your sister. You know, I can't
    tell them apart these days.
    39.


    GREM
    (HAD ENOUGH)
    Could I start it now, Professor?

    PROFESSOR ZUNDAPP
    Fifty percent power.
    (to Rod Redline)
    This camera is actually an
    electromagnetic pulse emitter.

    ACER
    (re: a girl on the TV)
    What about her? Did you give it to
    her?

    PROFESSOR ZUNDAPP
    The Allinol is now heating to a
    boil, dramatically expanding,
    causing the engine block to crack
    under the stress, forcing oil into
    the combustion chamber.

    Rod Redline's engine starts to CRACK and BREAK.

    ACER
    (re: a guy on the TV)
    How about him? You talk to him?

    ROD REDLINE
    (to Professor Zundapp)
    What do I care? I can replace an
    engine block.

    PROFESSOR ZUNDAPP
    You may be able to, but after full
    impact of the pulse, unfortunately,
    there will be nothing to replace.

    ACER
    How about him? Does he have it?

    The monitor reveals MATER, rolling out of the bathroom and
    down the hall.

    Rod Redline, seeing this, does the world's most subtle double
    take. We caught it, but there's no way anyone else in the
    room could have ---

    PROFESSOR ZUNDAPP
    That's him. He's the one.

    GREM
    Roger that, Professor Z.
    40.


    ROD REDLINE
    No!

    As Grem turns up the machine even MORE, the Professor makes a
    call.

    PROFESSOR ZUNDAPP (INTO PHONE)
    Yes sir. We believe the infiltrator
    has passed along sensitive
    information.
    (beat, listening)
    I will take care of it before any
    damage can be done.

    The Professor hangs up, turns to the room.

    PROFESSOR ZUNDAPP
    The project is still on schedule.
    You will find this second agent ---

    Zundapp kicks the camera's power into the RED.

    PROFESSOR ZUNDAPP
    --- and kill him.

    On the MONITOR - With Mater's frozen image on the screen we
    see Rod EXPLODE in the reflection.

    EXT. JAPAN - DAY

    Over television pre-roll of Japan:

    BRENT MUSTANGBURGER (V.O.)
    Japan. Land of the rising sun.
    Where ancient tradition meets
    modern technology. Welcome to the
    inaugural running of the World
    Grand Prix.

    ON OUR ANNOUNCERS as they introduce themselves:

    BRENT MUSTANGBURGER
    I'm Brent Mustangburger, here with
    racing legends Darrell Cartrip and
    David Hobbscap. There's never been
    a competition like this before.

    SHOTS OF THE PITS as the racers fuel up.

    BRENT MUSTANGBURGER (V.O.)
    First, Allinol, making its debut
    tonight as the required fuel for
    all these great champions.
    (MORE)
    41.

    BRENT MUSTANGBURGER (V.O.) (CONT'D)
    Second, the course itself, and it's
    like nothing we've ever seen.
    David, how exactly does this
    competition work?

    DAVID HOBBSCAP (V.O.)
    Well, Brent, all three of these
    street courses are classic round-
    the-house racetracks.

    OUTLINES OF THREE RACE COURSES are shown. They're labeled
    Japan, Italy and England, and are different in shape and
    size.

    DAVID HOBBSCAP (V.O.)
    This means that the LMP and Formula
    cars should break out of the gate
    in spectacular fashion.

    SHOTS OF THE RACERS as they weave up the track, practicing.

    DAVID HOBBSCAP (V.O.)
    Look for Francesco Bernoulli in
    particular to lead early.

    SHOTS OF Francesco, featured in an inset.

    DAVID HOBBSCAP (V.O.)
    And with a series of technical
    turns throughout ---

    MORE SHOTS of the course, now highlighting the tech turns.

    DAVID HOBBSCAP (V.O.)
    GT and Touring cars like Spain's
    Miguel Camino should make up some
    ground but I doubt it'll be enough
    to stop Francesco from absolutely
    running away with it.

    DARRELL CARTRIP (V.O.)
    Woah, now just hold your
    horsepower. You're forgetting the
    most important factor here. That
    early dirt track section of the
    course! The dirt is supposed to be
    the great equalizer in this race.

    GRAPHICS OF THE COURSES now isolate a stretch after the first
    couple turns, label it "DIRT SECTIONS."
    42.


    BRENT MUSTANGBURGER (V.O.)
    French Rally car Raoul �aRoule is
    counting on a big boost headed
    through there.

    DARRELL CARTRIP (V.O.)
    And don't forget Lightning McQueen!
    His mentor, the Hudson Hornet, was
    one of the greatest dirt track
    racers of all time. In my opinion,
    McQueen is the best all-around
    racer in this competition.

    BACK IN THE STUDIO

    DAVID HOBBSCAP
    Really, Darrell, I think you need
    to clean your windshield. You're
    clearly not seeing this for what it
    is: Francesco's race to lose.

    EXT. STARTING LINE - DAY

    BRENT MUSTANGBURGER (V.O.)
    It's time to find out. The racers
    are locking into the grid ---

    Engines rev as everyone gets ready to go. Everyone's bright
    eyed and alert except for McQueen who we find in the back of
    the grid. He CLOSES his eyes.

    MCQUEEN
    (TO HIMSELF)
    Speed. I am speed.

    A LAUGH O.S. McQueen opens his eyes. Francesco is next to him
    on the grid.

    FRANCESCO
    Really? You are "speed"? Then
    Francesco is triple speed.
    (closes his eyes)
    Francesco. Is. Triple speed.
    Francesco likes this, McQueen. It's
    really getting him into the zone!

    MCQUEEN
    He is so getting beat today.

    The starting lights click down from RED to YELLOW to GREEN.
    The race begins. Francesco quickly grabs the lead. He's
    pulling away within seconds.
    43.


    ON PIT ROW - We TRACK PAST as the various Crew Chiefs on
    their crash carts bark orders to their racers. We end on Team
    McQueen. No Crew Chief, just a solid looking team.

    SARGE
    His suspension stats look good.

    LUIGI
    Tire pressure is excellent.

    FILLMORE
    He's got plenty of fuel.

    MATER
    And he's awesome!
    CUT TO:

    The same view of Mater but now THROUGH A TELESCOPIC DISPLAY.
    Reveal Finn and Holley watching from high above in a downtown
    office building, behind reflective glass.

    HOLLEY
    Why is he in the pits? He's so
    exposed.

    FINN
    It's his cover. One of the best
    I've seen, too. Look at the detail
    on that rust. It must have cost him
    a fortune.

    HOLLEY
    But why hasn't he contacted us yet?

    FINN
    There's probably heat on him. Be
    patient.

    HOLLEY
    Right, of course. He'll signal us
    when he can.

    FINN
    And then we find out who's behind
    all this.

    ON THE TRACK - VARIOUS SHOTS OF THE RACE through Tokyo as
    Francesco extends his lead and McQueen attempts to make up
    ground.
    44.


    IN MCQUEEN'S PIT - Mater watches the monitors, sees them
    approaching the dirt section.

    MATER
    McQueen! It's time to make your
    move. Get on the outside and show
    'em what Doc done taught you.

    MCQUEEN (OVER RADIO)
    Ten four, Mater.

    ON THE TRACK - Francesco hits the dirt section and loses all
    control. He SLAMS to a halt, his tires getting no traction.

    DAVID HOBBSCAP (V.O.)
    Francesco is brought to a
    screeching halt!

    MCQUEEN skids into view, turning right to go left, passing
    Francesco, followed by other cars ---

    BRENT MUSTANGBURGER (V.O.)
    Lightning McQueen is the first to
    take advantage. And just like that,
    folks, Francesco's lead is left in
    the dust.

    MCQUEEN
    Nice call, Mater. Keep it up!

    McQueen now leads the pack, zooming out of the dirt now
    starting to relax.

    DARRELL CARTRIP (V.O.)
    Who-hoo! Man, McQueen looks happier
    than a rollbar at a demolition
    derby!

    ON PAVED ROAD AGAIN - MOMENTS LATER

    The field of cars thunders into a tunnel.

    BRENT MUSTANGBURGER (V.O.)
    Everyone's jostling for position as
    we hit the asphalt again.

    Francesco crests the hill, in last place. He bites down,
    determined, then CHASES.

    BRENT MUSTANGBURGER (V.O.)
    Francesco lost a lot of momentum in
    the dirt. He's got some serious
    work ahead of him if he wants to
    get back in this race.
    45.


    VARIOUS SHOTS OF TOKYO as the racers move through the Rainbow
    Bridge. Bit by bit, Francesco ekes his way toward the front,
    toward Lightning McQueen as we CUT TO ---

    --- A ROOFTOP, and a VIEW THROUGH THE WGP CAMERA LENS. Grem
    and Acer are manning this one. They focus it on the racers as
    they approach.

    PROFESSOR ZUNDAPP (OVER RADIO)
    It is time.

    GREM
    Roger that.

    ON THE TRACK - A racer (Miguel Camino) suddenly PLUMES WITH
    SMOKE and skids out.

    DARRELL CARTRIP (V.O.)
    Oh! Miguel Camino has blown an
    engine!

    BRENT MUSTANGBURGER (V.O.)
    Very unusual, Darrell. He's been so
    consistent all year.

    Camino quickly pits, passing McQueen's pit where Mater is
    visible.

    ON GREM AND ACER, watching from above.

    GREM
    You gotta be kidding me.

    ACER
    What is it?

    GREM
    It's that tow truck from the
    bathroom.

    ACER
    The one from the bathroom?

    GREM
    Yeah, the one the American Agent
    passed the device to.

    ACER
    What about him?

    GREM
    What about him? He's in the pits!
    46.


    ACER
    Not for long.

    Acer exits, with purpose.

    ON FINN AND HOLLEY, still in their office hideaway. Holley's
    onboard computer flashes an ALERT.

    HOLLEY
    Hold on. I think I've got
    something.

    FINN
    What is it?

    HOLLEY
    The Pacer from the party last
    night.

    She's spotted Acer, moving swiftly forward.

    HOLLEY
    Cross-referencing with the photos
    from the oil derricks... Yep. His
    VIN numbers match.

    FINN
    Anyone with him? He won't be alone.

    HOLLEY
    Conducting analysis on the target.

    The computer finds more and more bad guy Pacers and Gremlins
    are in the crowd.

    HOLLEY
    He's not the only one here.
    Three... five... they're
    everywhere. And they're all closing
    in on... oh no.

    We PAN OVER to see it's MATER.

    HOLLEY
    Finn? Finn, where are you?

    She turns. He's GONE, leaving only an open window.

    FINN (OVER RADIO)
    Get him out of the pits now!

    IN MCQUEEN'S PIT. A car WHIPS BY O.S.
    47.


    MATER
    Wow! Some of them fellers is really
    loud.

    HOLLEY (OVER MATER'S RADIO)
    Can you hear me? Over.

    MATER
    Uh, what?

    HOLLEY (OVER MATER'S RADIO)
    Get out of the pit now. Do you hear
    me?

    Mater realizes this girl has somehow broken into his radio.

    MATER (INTO RADIO)
    Hey, I know you. You're that girl
    from the party last night. You
    wanna do our date right now?

    ON THE TRACK - McQueen boxes out Francesco, holds his slim
    lead, but barely.

    MCQUEEN
    Guys, a little too much chatter.
    Let's keep this line clear.

    BOOM! A racer behind McQueen suddenly expels black smoke,
    skids out of control.

    ON GREM - laughing. That was clearly his handiwork.

    IN MCQUEEN'S PIT - SAME

    HOLLEY (ON MATER'S RADIO)
    There's no time for messing about.
    You've got to get out of the pits.

    MATER
    Is there gonna be cable where you
    is so I can watch the rest of the
    race?

    ON HOLLEY - Watching from the downtown building.

    HOLLEY (INTO RADIO)
    You're running out of time!

    FINN (OVER RADIO)
    They're coming, Shiftwell.

    HOLLEY (INTO RADIO)
    Yes, I know.
    48.


    FINN (OVER RADIO)
    Get him out of there.

    HOLLEY
    (TO FINN)
    I'm trying.
    (TO MATER)
    Get out now!

    We CUT BACK TO ---

    --- MATER. He gives in, exits the pit.

    MATER
    Well, all right but I usually like
    to have a proper detailing done
    before I meet a lady friend.

    He moves toward the back PIT DOOR, is about to open it.

    OUTSIDE THE PITS - ACER and another Pacer approach McQueen's
    pit door on the other side. Ready to pounce. The doors OPEN,
    REVEALING ---

    --- Finn, holding a fire extinguisher.

    ACER
    Finn McMissile? But you're dead!

    FINN
    Then this shouldn't hurt at all.

    He empties the extinguisher in their eyes, speeds past. They
    try and follow, but have been blinded. One of them crashes
    right into a COP.

    ON FINN - Already on the move, along a side street.

    FINN
    Miss Shiftwell?

    ON HOLLEY - Tracking everything on a grid map. Mater looks
    like Pac Man, weaving through the streets as bad guys close
    in all around him.

    HOLLEY
    I've got him in the back alleys
    east of the garages. Multiple
    assailants are closing in quickly.

    FINN (OVER RADIO)
    Keep him moving. I'm on my way.

    ON MATER - He turns a corner, sees a flower shop.
    49.


    MATER
    Hey, new lady friend? You like
    flowers?

    ON THE TRACK - McQueen, hearing this, is taken aback.

    MCQUEEN
    What?

    ON MATER - Slowing at the flower shop.

    HOLLEY (OVER RADIO)
    No! Don't go 'in' anywhere. Just
    keep moving.

    MATER
    Stay outside. Gotcha.

    ON THE TRACK

    MCQUEEN
    Outside?

    McQueen drifts outside allowing Francesco to slip past!

    FRANCESCO
    Grazie and arrivaderci!

    DARRELL CARTRIP (V.O.)
    I cannot believe what I just saw,
    Brent. That was a bonehead move.
    You don't open up the inside like
    that!

    IN THE BACK ALLEYS - As Mater moves on he's followed by
    Pacers and Gremlins. Suddenly ---

    --- CABLES whip in front of them, pulling over flower vending
    machines and sending the shop's owners into a frenzy. They
    direct their attention to the AMCs, who try and explain.

    ON FINN, admiring his handiwork as he appears. Just as he
    turns to leave he's BROADSIDED and pushed INTO A DARK ALLEY.

    IN THE ALLEY - Finn finds himself boxed by two Pacers and
    pushed toward ---

    --- ACER, who now holds a FLAME THROWER.

    ACER
    This time I'm gonna make sure you
    stay dead.

    He hits the flame. WHOOOSSSH!!
    50.


    ON ANOTHER STREET - Mater clicks along, still looking for
    Holley. Just as he passes the alley entrance where Finn
    stares down death:

    HOLLEY (OVER RADIO)
    You're doing brilliantly. Now just
    stay focused.

    MATER
    What's that? You want me to head
    toward that ruckus?

    Mater turns INTO the alley.

    HOLLEY (OVER RADIO)
    No! Don't go down that street!

    IN THE ALLEY - Finn, now nearly pushed completely into the
    flame thrower, leaps into the air. He FIGHTS BACK, using his
    wheels, axle, indeed his entire car frame as if he were
    human, kicking and tossing and shooting his enemies.

    Mater witnesses the whole thing.

    MATER
    Wow! A live karate demonstration!

    ON THE TRACK - McQueen, now playing catch-up again, scowls.

    MCQUEEN
    Stop it, Mater. Just sign off.

    IN THE BACK ALLEY - Finn polishes off the AMCs by firing a
    bullet into a gas main line, causing an EXPLOSION that tosses
    Acer through the air where he lands in a NOODLE SHOP'S SIGN.

    ON THE TRACK - The end of the race is nigh ---

    BRENT MUSTANGBURGER (V.O.)
    They're bumper to bumper as they
    approach the finish line!

    The Formula car gets there first.

    BRENT MUSTANGBURGER (V.O.)
    Francesco's the winner, McQueen's
    number two!

    IN THE ALLEY - Finn heaves breaths, surveys his damage.

    MATER
    That was cool! Hey, can I get your
    autograph?
    51.


    Mater approaches when a MASS OF RACE FANS burst out a door,
    momentarily blocking Mater's view of Finn. Once the fans have
    past, Finn has disappeared.

    MATER
    Hey, where'd he go?

    HOLLEY (OVER RADIO)
    Our rendezvous has been
    jeopardized. Keep the device safe.
    We'll be in touch.

    MATER
    Dadgum, did I miss our date?

    EXT. PRESS STAGE - LATER

    Post race press conference. Francesco is center stage.

    DARRELL CARTRIP
    Francesco, over here! Hey, what was
    your strategy today?

    FRANCESCO
    Strategia? Francesco needs no
    strategy, it's very simple. You
    start the race, wait for Lightning
    McQueen to choke, pass him, then
    win. Francesco always wins. It's
    boring.

    McQueen, waiting in the wings, rolls his eyes. He suddenly
    notices something O.S.

    McQueen's P.O.V. - It's MATER, appearing from a side street,
    moving toward the pits, oblivious of the press conference.

    DARRELL CARTRIP
    (TO FRANCESCO)
    I gotta tell you, dude. You were in
    trouble for awhile. That dirt track
    section had you crawling!

    As McQueen SNEAKS AWAY ---

    FRANCESCO
    To truly crush one's dream, you
    must first raise their hopes very
    high.

    IN MCQUEEN'S PIT GARAGE - Mater looks around for everyone as
    McQueen approaches.
    52.


    MCQUEEN
    Mater.

    MATER
    Hey McQueen! What happened? Is the
    race over? You won, right?

    MCQUEEN
    Mater, why were you yelling things
    at me while I was racing?

    MATER
    Yelling? Oh, you thought... that's
    funny right there. Nah, see that's
    `cause I seen these two fellers
    doing some sort of karate street
    performance. It was nutso. One of
    them even had a flamethrower ---

    MCQUEEN
    A flamethrower? What are you
    talking about? I don't understand.
    Where were you?

    MATER
    Going to meet my date.

    MCQUEEN
    Your date?

    MATER
    She started talking to me as a
    voice in my head, telling me where
    to go ---

    MCQUEEN
    What?

    MATER
    Wait a minute -- I didn't screw you
    up, did I?

    MCQUEEN
    I lost the race because of you!

    MATER
    Well, I'm sorry. I didn't mean ---

    MCQUEEN
    An imaginary girlfriend,
    flamethrowers. This is exactly why
    I don't bring you along to these
    things.
    53.


    MATER
    Maybe if I, I don't know, talked to
    somebody and explained what
    happened I could help.

    MCQUEEN
    I don't need your help. I don't
    want your help.

    PRESS (O.S.)
    Hey, there he is!!

    The press finds McQueen, swarms him. Mater is pushed
    backwards as the questions fly again.

    PRESS
    - McQueen, you had it in the bag!
    - Yeah, what happened?

    MCQUEEN
    I made a mistake. But I can assure
    you, it won't happen again.

    On Mater. He takes this badly.

    MCQUEEN
    Look, guys. We know what the
    problem is and we've taken care of
    it.
    SMASH TO:

    OVER FOOTAGE OF FRANCESCO and various other highlights:

    BRENT MUSTANGBURGER
    Lightning McQueen loses in the last
    lap to Francesco Bernoulli in the
    first race of the World Grand Prix
    and three, count em, three cars
    flamed out leading some to suggest
    that their fuel, Allinol, might be
    to blame.

    FOOTAGE OF MILES AXLEROD, speaking to an aggressive press. He
    must SHOUT over the press.

    MILES AXLEROD
    Allinol is safe! Alternative fuel
    is safe! There is no way my fuel
    caused these cars to flame out!
    54.


    IN THE TV STUDIO - Darrell, Brent and David talk to camera.

    DARRELL CARTRIP
    Well the jury may still be out on
    whether Allinol caused these
    accidents, but one thing's for
    sure: Lightning McQueen blew this
    race.

    Off a FROZEN IMAGE of McQueen crossing the finish line, a
    look of severe consternation across his face ---

    BRENT MUSTANGBURGER
    Team McQueen can't be happy right
    now.

    --- MATCH CUT TO ---

    INT. AIRPORT - JAPAN - DAY

    --- McQueen's SMILING FACE, on a Team McQueen poster.

    REVERSE to reveal Mater looking at it, sadly. He drives on,
    passing (but not noticing) ---

    --- GREM and ACER.

    AT THE SECURITY CHECK - MOMENTS LATER. Cars take off their
    tires, move through the metal detector. Mater waits in line.
    A SECURITY CAR approaches Mater.

    SECURITY CAR
    (in Japanese and English)
    Come with me please, sir.

    MATER
    But I'm gonna miss my plane.

    IN THE ADMIRAL'S LOUNGE - MOMENTS LATER. The Security Car
    leads Mater inside.

    SECURITY CAR
    Right this way.

    As they move past us the Security Car covertly drops a BALL
    BEARING which rolls into a corner. The ball bearing then
    sprouts MECHANICAL LEGS, tripods itself and IRISES out,
    revealing itself to be a tiny CAMERA.

    IN THE MAIN ROOM - ADMIRAL'S LOUNGE - CONTINUOUS

    Mater follows the Security Car in, nervous.
    55.


    MATER
    Doggone it. This is about my hook,
    isn't it? I know I should've
    checked it, but I can't really,
    look -- it's attached to me.

    ZWAPPPPPP!! The Security Car suddenly DECLOAKS himself,
    reveals himself to be Finn McMissile!

    MATER
    Hey, I know you. You're that feller
    from the karate demonstration.

    FINN
    I never properly introduced myself.
    Finn McMissile. British
    Intelligence.

    MATER
    Tow Mater. Average intelligence.

    FINN
    Who are you with? FBI, CIA?

    MATER
    Let's just say I'm triple-A
    affiliated. You know, I know some
    karate. I don't wanna brag or
    nothing, but I've got me a black
    fan belt.

    BEEP! Finn's rearview alarms. His camera has picked up Grem
    and Acer. They've just entered the lounge, are right around
    the corner.

    MATER
    Hey, you wanna see some moves I
    made up?

    FINN
    You're being followed.

    Finn quickly turns, fires a tiny GLASS CUTTING BEETLE at the
    window. As Mater talks, oblivious, the beetle cuts out a
    round hole.

    MATER
    This first one I can reach into a
    car's hood, pull out his battery,
    and show it to him before he
    stalls. I call it, "What I
    accidentally did to my friend Luigi
    once."
    56.


    Mater does his best (worst) karate moves as Acer and Grem
    turn the corner.

    GREM
    There he is!

    The glass drops away, leaving a car-sized hole.

    MATER
    (eyes the clock)
    Look, I probably ought to go. I'm
    about to miss my flight.

    FINN
    Don't worry.

    Finn HOOKS Mater from behind. He YANKS HIM forward ---

    FINN
    I've taken care of that. Hang on.

    --- and LEAPS OUT THE WINDOW!

    EXT. TARMAC - AIRPORT - JAPAN

    Finn pulls Mater down HARD onto the tarmac, towing him away
    from the terminal.

    MATER
    This is First Class service. You
    don't even have to go through the
    terminal.

    ACER and GREM appear, chasing them. Mater, who is facing
    backward as he is being pulled along, faces them. They're
    about a hundred yards back.

    MATER
    (TO FINN)
    Your karate partners are back here.
    They kinda look like they're trying
    to catch up!

    FINN
    Drive forward. Whatever you do,
    don't stop.

    Finn SKIDS around, whipping Mater in a 180 so that Mater is
    now towing Finn.

    Grem produces a ROCKET, lines up Finn as his target.
    57.


    Finn, without hesitation, fires a MINI ROLLING-JACK. The jack
    DRIVES ITSELF toward Grem, anchors itself under his frame and
    flips him like a turtle but not before Grem gets the rocket
    OFF ---

    THE ROCKET - it flies toward Mater and Finn.

    FINN aims and launches a MISSILE back.

    THE ROCKET AND MISSILE COLLIDE IN MID-AIR, EXPLODE.

    MATER
    (only hearing this)
    Is everything okay back there?

    SIDDELEY (O.S.)
    Finn, it's Sid. I'm on approach.

    A GULFSTREAM JET wings into view overhead. This is SIDDELEY.

    FINN
    Roger that.

    Mater looks up: ACER screeches into view up ahead, dragging a
    long row of luggage carts in Mater's path, attempting to
    create an accident.

    MATER
    (TO FINN)
    You remember that whole thing about
    me not stopping no matter what?

    Just as it looks dire --- RATATATATATATAT!!! SIDDELEY
    descends, hawklike, fires bullets and blows the luggage carts
    sky-high. Mater and Finn burst through them, luggage now
    raining down from above.

    MATER
    I knew I should've done carry-on!

    FINN
    (TO SIDDELEY)
    Thanks, old boy!

    Siddeley LANDS HARD on the tarmac ahead of them. No time to
    stop, he DROPS his back open, revealing HOLLEY.

    MATER
    Hey, doggone it. It's my imaginary
    girlfriend!

    HOLLEY
    Come on! Get in here!
    58.


    Mater SPEEDS UP toward Siddeley's ramp, Holley.

    MATER
    (TO HOLLEY)
    Boy I tell you what, you really do
    want this first date, don't ya?
    That's a no-quit attitude right
    there.

    Just as Mater's wheels touch the ramp, BULLETS PING around
    him in a spray. Siddeley is HIT, a tire BLOWN. He yells in
    pain.

    FINN
    Hold on, Sid!

    Siddeley peels off the runway onto the grass.

    A gunfight ensues between Finn and Acer. Finn SHOOTS ACER'S
    TIRE, blowing it and throwing him off-course.

    Acer CAREENS out of control, drives up and THROUGH A JET ---

    --- OUT THE OTHER SIDE where he lands in an oil tanker.

    ON SIDDELEY - He's headed toward the edge of the tarmac,
    where the grass and runway meet WATER. He HITS THE GAS, his
    only hope.

    SIDDELEY
    Finn, it's now or never!

    Finn BRAKES, 180s and grabs the ramp just as Siddeley gets
    air.

    SIDDELEY
    Hold on!

    Mater, the only thing not in the jet, dangles and recedes
    from our view as Siddeley climbs toward the clouds. As he's
    PULLED in through the back hatch:

    MATER (V.O.)
    By the time you read this, I will
    be safely on an airplane, flying
    home.

    INT. LOBBY - HOTEL - TOKYO - DAY

    CLOSE ON a handwritten (er, tire-written?) NOTE in childish
    scrawl. We don't see all of it, only a bit. Mater's voice
    O.S. begins the note with the first sentence, but we DISSOLVE
    into McQueen's voice.
    59.


    MCQUEEN
    "I'm so sorry for what I did. I
    don't want to be the cause of you
    losing any more races. I want you
    to go prove to the world what I
    already know - that you are the
    greatest race car in the whole wide
    world. Your best friend, Mater."

    McQueen takes this in.

    MCQUEEN
    I didn't really want him to leave.

    LUIGI
    Wait, there's more here.
    (READS)
    "P.S. Please tell the hotel I
    didn't mean to order that movie. I
    thought it was just a preview and I
    didn't realize I was paying for it.
    P.P.S... That's funny right there --
    PP."
    (to the others)
    There's a few more pages of P.S.'s
    here.

    MCQUEEN
    (TURNING BACK)
    Well, at least I know if he's at
    home he'll be safe.

    EXT. SKY - DAY

    SIDDELEY breaks through some cloud cover, flies with purpose.

    INT. JET - DAY

    A well-appointed spy jet. Various computers line the walls.

    FINN
    Now that's how I like to start the
    day! You never feel more alive than
    when you're almost dead.

    HOLLEY
    (SCANNING MATER)
    I hope that device didn't fall off.

    MATER
    That's the closest I ever been to
    missing my flight! That was ---
    60.


    With a ROBOTIC ARM, Holley grabs the THE DEVICE that Rod
    Redline hid under Mater. She yanks it out with a GOOSE.

    MATER
    (JUMPS)
    Yow!

    HOLLEY
    Still in one piece, great.

    Holley drops the device into a mainframe computer. It starts
    "ANALYZING."

    MATER
    I gotta go to a doctor. I keep
    getting these sharp pains in my
    undercarriage.

    HOLLEY
    Downloading the photo now.

    MATER
    Hey, lemme introduce you two.
    (TO HOLLEY)
    This here is Finn McSomething-or-
    other. He's a First Class VIP
    airport whatchamacallit. And Finn,
    this here's my date.
    (TO HOLLEY)
    I never did get your name.

    HOLLEY
    Oh yes, sorry. It's Shiftwell.
    Holley Shiftwell.

    MATER
    (TO FINN)
    It's Shiftwell. Holley ---

    DING! The computer is done analyzing. The cabin lights dim.

    FINN
    Finally. Time to see who's behind
    all this.

    AN IMAGE is blasted between the three of them. It's of a
    photograph, a complicated melange of metallic parts stuck
    together.

    HOLLEY
    (to Mater, expectantly)
    What is this?
    61.


    MATER
    Well, that's one of the worst
    engines ever made. It's an old
    aluminum V8 with a Lucas electrical
    system and Whitworth bolts. Shoot,
    them Whitworth bolts is a pain,
    tell you what. Them ain't metric,
    they ain't inches...

    HOLLEY
    Yes, OK, right. But who's engine is
    this, Mater?

    MATER
    Well, it's kinda hard to tell from
    this picture, ain't it?

    HOLLEY
    But you're the one who took it.

    FINN
    Holley.

    HOLLEY
    Oh, right. Yes, of course. "A good
    agent gets what he can, then gets
    out before he's killed." Sorry.

    MATER
    Agent? You mean like insurance
    agent, like,
    (SINGS)
    `Like a good neighbor, Mater is
    there'? Wait, you mean secret
    agents. You guys is spies!

    FINN
    Holley, in how many makes and
    models did this type of engine
    appear?

    Holley has these stats in seconds. Kid's play.

    HOLLEY
    It was standard in seven models
    over a 12-year period. At least
    35,000 cars were made with this
    engine.

    Mater MOVES HIS SEAT FORWARD, through one part of the
    hologram so he's face-to-face with Holley.

    MATER
    You're pretty.
    62.


    HOLLEY
    (ANNOYED)
    Yes, alright. Thank you.

    MATER
    And so nice.

    HOLLEY
    Just pay attention.

    She moves the engine photo so it's now blocking Mater again.

    FINN
    This seems like a dead end. If
    there were something in the photo
    that could narrow this down a bit
    I'd be a lot happier.

    MATER
    You might not be happy, but I bet
    this feller is. See how he's had
    most of his parts replaced? And see
    all them boxes over there? Them's
    all original parts. They ain't easy
    to come by.

    HOLLEY
    Rare parts.

    FINN
    That's something we can track.

    HOLLEY
    Exactly!

    Holley drops her screen down.

    FINN
    Well done, Mater! I would never
    have seen that.
    (TO HOLLEY)
    I know of a black-market parts
    dealer in Paris, a treacherous
    lowlife. But, he's the only car in
    the world who can tell us whose
    engine this is. Mater, what would
    you say to setting up an informal
    task force on this one?

    MATER
    Wait, what?
    63.


    FINN
    You obviously have plenty of
    experience in the field.

    MATER
    Well yeah I live right next to one.
    (thinks about it)
    I don't know, Finn. I ain't exactly
    been much help to anybody recently.

    FINN
    You're helping me. Please, Mater.

    MATER
    Well, okay. But you know I'm just a
    tow truck, right?

    FINN
    Right. And I'm just in the
    import/export business. Siddeley?

    SIDDELEY
    Yes, Finn?

    FINN
    Paris. Tout de suite.

    MATER
    Yeah, two of them sweets for me
    too, Sid!
    (TO HOLLEY)
    You know, I always wanted to be a
    spy.

    HOLLEY
    (SMILING SWEETLY)
    Really? Me too.

    SIDDELEY
    Afterburners, sir?

    FINN
    Is there any other way?

    EXT. JET - MOVING

    Siddeley HITS THE JUICE, they kick forward like a mule as we
    CUT TO ---

    A MONTAGE OF PARIS: Mater attempts to merge into roundabout
    traffic; mimes annoy tourists at the Eiffel Tower; a painter
    works his magic on an unattractive couple; a couple kisses on
    the most romantic spot in the world; we might even catch
    GASTOW'S RESTAURANT.
    64.


    The charming, low-key introduction ends with a SWEEPING VISTA
    of Paris's center from far away as we CRANE DOWN INTO ---

    EXT. STREET - DAY

    --- a dirty street in the 1st Arrondissement. Finn and Holley
    drive along together as Mater, playing "spy," darts back and
    forth behind them from doorway to dumpster, "hiding out."
    He's having a ball.

    FINN
    (TO HOLLEY)
    Once we're inside, stay close.
    Don't bother checking VIN numbers
    for criminal records, they're all
    dodgy here.

    HOLLEY
    No VIN scans. Got it.

    FINN
    Don't talk to anyone. Don't look at
    anyone. And absolutely, positively
    no idling. Are we clear?

    HOLLEY
    Yes, right. No idling. Yes, sir.

    FINN
    Mater?

    MATER
    Yeah, Finn?

    FINN
    We're not here to go shopping.

    As Finn and Holley and Mater turn the corner...

    MATER
    Shopping? What do you mean? Why
    would I ---

    Mater turns the corner and enters a massive Les Halles-
    inspired Parisian market filled with car parts. A tow truck's
    dream.

    MATER
    Dadgum.

    MERCHANTS
    - Parts for sale, Monsieur!
    - Monsieur! Parts for sale!
    65.


    IN THE MARKET - MOMENTS LATER

    Mater rolls along, impressed by the goods for sale.

    MATER
    You gotta be kidding me - they've
    got everything here. Look at them
    hoods! I could use a hood.

    Mater continues on though, heeding Finn's advice.

    MATER
    Sorry fellers, I gotta go.

    INT. ENCLOSED MARKETPLACE - DAY

    Mater, now out of sight of Finn and Holley, passes a darkened
    stall. He STOPS, peers in. There's someone in there.

    MATER
    Excuse me. What are you selling?

    It suddenly OPENS its headlights revealing... EYES!! In
    French, the mutant car pitches his wares to Mater. Mater
    FREAKS OUT, speeds off, TERRIFIED.

    AROUND THE CORNER - FINN AND HOLLEY

    A few car lengths ahead of Mater. They roll along, looking
    for... Aha! Finn and Holley recede into the shadows.

    In FINN'S SIDE MIRROR: TOMBER, a three-wheeled parts dealer,
    argues with a French customer.

    FINN
    There you are.

    Mater suddenly turns the corner, sees Finn and Holley.

    MATER
    Man, there are some great ---

    FINN
    Mater, get back!

    Too late. Tomber sees Mater, then notices FINN, reflected in
    a hubcap. He BOLTS. Finn and Holley give chase.

    MATER
    Hey, wait for me!

    Tomber, skidding away, kicks a tent in Finn's way. Holley
    quickly pivots RIGHT and disappears. Where did she go?
    66.


    Finn, hot in pursuit, leaps another obstacle and loses ground
    TO ---

    --- Tomber who turns a corner and finds himself grill to
    grill with HOLLEY. He whips to the left but TURNS OVER,
    rolling sideways and CRASHING to a stop.

    Holley ZAPS him with ELECTROSHOCKERS. Finn suddenly arrives,
    stops her.

    FINN
    (TO HOLLEY)
    Have you lost your mind?!

    HOLLEY
    But I thought ---

    FINN
    Mater! This chap needs a tow. Hook
    him up.

    MATER
    Sure thing.
    CUT TO:

    MOMENTS LATER - Mater tows Tomber, following Finn and Holley.

    TOMBER
    You rusty piece of junk, get your
    dirty hook off me!

    INT. A SMALL GARAGE - MOMENTS LATER

    Finn throws open a door. Cars scatter like cockroaches.

    FINN
    (to the cars)
    Allez! Maintenant - vite!

    Mater unhooks an angry Tomber who spits in French. Finn pulls
    the door down. As it LATCHES TIGHT ---

    TOMBER
    (TO FINN)
    Electroshock! Are you kidding me??

    FINN
    Easy, Tomber. This is her first
    field assignment - she didn't know
    you were my informant.

    HOLLEY
    Informant?
    67.


    TOMBER
    A rookie, eh? I never liked new car-
    smell.

    Holley FUMES with anger.

    FINN
    Tomber was doing 20 to life in a
    Moroccan impound the first time I
    saved him, if I recall correctly.

    TOMBER
    Speaking of recalls, you're getting
    up there in mileage aren't you,
    Finn?

    HOLLEY
    Alright, we get it. You both know
    each other, you're both old. So.

    Holley shoots a HOLOGRAPHIC PHOTO of the engine in front of
    Tomber.

    HOLLEY
    There you go, informant. Inform us.

    Tomber eyes the photo. He recoils, unimpressed.

    TOMBER
    That is the worst motor ever made.

    Suddenly, Tomber narrows his gaze.

    TOMBER
    Wait. That oil filter... those
    wheel bearings.

    FINN
    Do those parts look familiar,
    Tomber?

    TOMBER
    They should. I sold them.

    HOLLEY
    To whom?

    TOMBER
    No idea. He's my best customer, but
    he always does his business over
    the phone. I was always wondering
    why he needs so many parts. Now I
    know.
    68.


    MATER
    Well, a lemon needs parts. Ain't
    nothing truer than that.

    FINN
    "Lemon?"

    MATER
    Yeah, you know. Cars that don't
    ever work right. Lemons is a tow
    truck's bread and butter. Like them
    Gremlins and Pacers we run into at
    the party and the race and the
    airport.

    FINN
    Holley, pull up the pictures from
    the oil platform. I want to know
    what other type of cars were out
    there.

    Holley complies and suddenly PHOTOS OF CARS FROM THE OIL
    PLATFORM hang suspended in the air in front of them.

    HOLLEY
    Right. Let's see. There were Hugos.
    And Trunkovs.

    FINN
    Mater, are these cars considered
    lemons?

    MATER
    Is the Popemobile Catholic?

    HOLLEY
    Finn. Everyone involved in this
    plot is one of history's biggest
    loser cars.

    Holley refers to the ENGINE PHOTO, which now rises forward as
    the prominent picture, perhaps the only one in view.

    FINN
    And they're all taking their orders
    from the car behind this engine.

    TOMBER
    This explains it!

    FINN
    What, Tomber?
    69.


    TOMBER
    Gremlin, Pacer, Hugo and Trunkovs
    never get together. But they're
    having a secret meeting in two
    days.

    FINN
    Where's this meeting taking place?

    TOMBER
    Porto Corsa, Italy.

    MATER
    That's where the next race is!

    FINN
    Then there's a good chance our
    mystery engine will be there too.

    TOMBER
    Your chances are more than good. I
    just sent him a new clutch assembly
    yesterday... to Porto Corsa.

    FINN
    Holley, contact Stephenson and have
    him meet us at Gare de Lyon. Good
    work.

    EXT. FRENCH ALPS - NIGHT

    STEPHENSON, a THREE-CAR LUXURY BULLET TRAIN speeds along a
    snow-covered mountain in the dead of night, its halogen
    headlight cutting through the darkness. It DIPS into a
    TUNNEL ---

    MATER (O.S.)
    Boy, I'll tell you what. That three-
    wheeled feller had to be right
    about a big meeting.

    INT. SPY CAR - MOVING - NIGHT

    Mater, Finn and Holley scroll through surveillance-style
    photos of TRAFFIC on an Italian street. They're in the front
    train car, which doubles as a luxury seating area and
    intelligence command center.

    MATER
    You never see this many lemons in
    one town. Unless there's a swap
    meet, or something.
    (TO HOLLEY)
    (MORE)
    70.

    MATER (CONT'D)
    Hey, how'd you get all them
    pictures?

    HOLLEY
    Well, I remotely reprogrammed Porto
    Corsa's red light cameras to do
    recognition scans.

    MATER
    Wow, not only is you the prettiest
    car I ever met, but you the
    smartest too.

    HOLLEY
    Thank you. I think.

    MATER
    That's a familiar sight.

    Mater refers to a photo of VICTOR HUGO, the HUGO Lemonhead,
    being towed by an EASTERN EUROPEAN TOW TRUCK.

    MATER
    A Hugo being towed. But he looks
    absolutely perfect.

    FINN
    Of course. They must be the heads
    of the lemon families.

    MATER
    Makes sense. If I was rich and
    broke down every day, I'd hire me
    to tow me around all the time too.

    FINN
    We've got to infiltrate that
    meeting. It's the only way to find
    out who's behind all this.

    HOLLEY
    (EYEING MATER)
    Hang on a minute.

    MATER
    What?

    HOLLEY
    Hold still.

    Holley SNAPS Mater's picture, temporarily blinding him.

    MATER
    Ahh!
    71.


    Holley turns back to her monitor. Mater's face appears on
    screen. She quickly GRAFTS it over the Hugo's tow truck's.

    FINN
    Good job, Miss Shiftwell.

    Holley isn't sure what surprises her more: the compliment or
    how pleased it makes her.

    HOLLEY
    Thank you, Finn.

    MATER
    Boy, I sure wish my friends could
    see me now.

    EXT. SMALL TOWN - ITALY - OUTSIDE PORTO CORSA - DAY

    A quaint Italian piazza. A pristine MASERATI FOUNTAIN,
    complete with ancient trident, looms in our view.

    Luigi and Guido roll into view.

    LUIGI
    Guido, your eyes do not deceive
    you. We are in Italy. We are home!

    Sarge, Fillmore and McQueen exit a WGP transport truck.

    FILLMORE
    Hey, Luigi. Which way to the hotel,
    man?

    LUIGI
    What? No friends of mine will stay
    in a hotel in my village. You will
    stay with my --- Uncle Topolino!

    UNCLE TOPOLINO, a distinguished 1937 Fiat Topolino, rolls
    forward. He greets them warmly with affectionate Italian
    salutations as word of Guido and Luigi's arrival spreads. The
    square FILLS with family and friends.

    EXT. PIAZZA - DUSK

    A festive homecoming party. Lights strung across the square.
    Music and dancing. Fillmore and Sarge are at a dining table.

    SARGE
    How do they do it? These are the
    same ingredients as back home, but
    it tastes so good.
    72.


    FILLMORE
    It's organic, man.

    SARGE
    Tree hugger.

    LIGHTNING MCQUEEN rolls along the periphery of the square,
    seems lost in thought.

    UNCLE TOPOLINO (O.S.)
    Race car.

    Uncle Topolino beckons McQueen over.

    UNCLE TOPOLINO
    You look so down, so low. Is like
    you have flat tires.

    MAMA TOPOLINO, a hefty Italian grandmother pipes up, a mile a
    minute then drives off, now a car on a mission.

    UNCLE TOPOLINO
    She said you look like you're
    starving. That she's going to make
    you a big meal, and fatten you up.

    MCQUEEN
    No, Mama Topolino, please. You
    don't need to make a fuss!

    Too late. She's disappeared inside her kitchen.

    UNCLE TOPOLINO
    Capisco. I understand. Is a
    problem, yes? Between you and a
    friend?

    MCQUEEN
    How'd you know that?

    UNCLE TOPOLINO
    A wise car hears one word and
    understands two.

    McQueen takes this in, impressed.

    UNCLE TOPOLINO
    That, and Luigi told me. While Mama
    cooks, come and take a stroll with
    me.

    They amble forward, Uncle Topolino setting the pace.
    73.


    MCQUEEN
    I brought my friend Mater along on
    the trip. And I told him he needed
    to act different, that we weren't
    in Radiator Springs.

    UNCLE TOPOLINO
    This Mater. He's a close friend?

    MCQUEEN
    He's my best friend.

    UNCLE TOPOLINO
    Then why would you ask him to be
    someone else?

    McQueen considers this - a realization.

    MCQUEEN
    What did I do? I said some things
    during our fight...

    UNCLE TOPOLINO
    You know, back when Guido and Luigi
    used to work for me, they would
    fight over everything.

    IN THE SQUARE - Guido dances with a girl. Luigi suddenly CUTS
    IN. They begin to ARGUE.

    UNCLE TOPOLINO
    They fight over what Ferrari was
    the best Ferrari; which one of
    them look more like a Ferrari...
    There were even some non-Ferrari
    fights.

    Guido now LIFTS Luigi, cuts BACK in.

    UNCLE TOPOLINO
    So I tell them, va bene. It's okay
    to fight. Everybody fights now and
    then, especially best friends.

    McQueen takes this in. Seems to take some small comfort.

    UNCLE TOPOLINO
    But you gotta make up fast.

    McQueen's comfort quickly evaporates.

    UNCLE TOPOLINO
    No fight more important than
    friendship.
    74.


    Guido and Luigi now dance together with the girl and her
    friend who has just arrived. All having a great time. They
    dance past us, crossing in front of MCQUEEN AND UNCLE
    TOPOLINO. We STAY WITH them.

    UNCLE TOPOLINO
    Chi trova un'amico, trova un
    tesoro.

    MCQUEEN
    What does that mean?

    MAMA TOPOLINO
    (ARRIVING)
    Whoever find a friend, find a
    treasure.

    Mama Topolino drops a tray of food in front of McQueen.

    MAMA TOPOLINO
    Now, mangia! Eat!

    ON MCQUEEN, distant, taking all of this in, lost in thought
    as, in the background, Uncle Topolino and Mama Topolino talk,
    then argue, then make up (all in Italian) all while we stay
    on McQueen's pensive face ---

    INT. TRAIN TUNNEL - LATER

    Stephenson glides along, all business.

    STEPHENSON
    Finn, one hour to Porto Corsa.

    INT. TRAIN - MOVING - LATER

    FINN
    Thank you, Stephenson.

    Finn watches as HOLLEY attaches a new EMERGENCY LIGHT on
    Mater's roof. It looks exactly like his old one.

    HOLLEY
    That should just about do it.

    FINN
    Perfect.

    HOLLEY
    So Mater, it's voice-activated. But
    you know, everything's voice-
    activated these days.
    75.


    MATER
    What? I thought you was supposed to
    be making me a disguise.

    MATER'S COMPUTER
    Voice recognized. Disguise Program
    Initiated.

    ZWWWWAT! A HOLOGRAPHIC disguise suddenly umbrellas out,
    emitted from Mater's roof. It drops a clean cloaking image of
    the EASTERN EUROPEAN TOW TRUCK over Mater.

    MATER
    Cool! Hey, computer. Make me a
    German truck!

    MATER'S COMPUTER
    Request acknowledged.

    ZWATTTT! Mater suddenly wears lederhosen and a German hat.

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

    MATER'S COMPUTER
    Request acknowledged.

    He's transformed into Dracula, complete with fangs.

    MATER
    (ALA DRACULA)
    I vant to siphon your gas. Now make
    me a taco truck!

    MATER'S COMPUTER
    Request acknowledged.

    MATER
    A funny car!

    MATER'S COMPUTER
    Request acknowledged.

    Finn suddenly pushes a button, stops the madness.

    FINN
    The idea is to keep a low profile,
    Mater.

    Mater, chastened, moves on.
    76.


    MATER
    So I just go in, pretend to be this
    truck.

    FINN
    And leave the rest to us.

    HOLLEY
    Now hold still.

    Holley turns back to her work. The disguise's cloaking is
    larger than Mater. As a result, Holley must dial it back to
    fit his body. As she carefully calibrates the hologram:

    HOLLEY
    I have to do the final fitting on
    your disguise.

    Holley STOPS. The 3D disguise is now flush with his frame,
    but dents SHOW THROUGH.

    HOLLEY
    Oh dear. That's no good.

    She deploys A BONDO SPRAYER on a robotic arm, moves it toward
    one of Mater's DENTS. Mater pulls away.

    MATER
    Hey, what are you doing?

    HOLLEY
    The disguise won't calibrate
    effectively without a smooth
    surface to graft onto.

    MATER
    Oh. For a second there I thought
    you was trying to fix my dents.

    HOLLEY
    I was.

    MATER
    Well then no thank you. I don't get
    them dents buffed, pulled, filled
    or painted by nobody. They're way
    too valuable.

    HOLLEY
    Your dents are valuable?

    MATER
    I come by each one of them with my
    best friend Lightning McQueen.
    (MORE)
    77.

    MATER (CONT'D)
    I don't fix these. I want to
    remember these dents forever.

    HOLLEY
    So you were being serious in Paris?
    McQueen isn't just part of your
    cover?

    FINN
    Friendships can be dangerous in our
    line of work, Mater.

    MATER
    But my line of work is towing and
    salvage.

    FINN
    Right. And Miss Shiftwell's is
    designing iPhone apps.

    MATER
    No, I meant for real. I ---

    HOLLEY
    It's okay. Say no more. I'll work
    around the dent.

    FINN
    In the meantime...

    Finn hits a button. The walls transform into a MASSIVE
    WEAPONS CACHE.

    FINN
    You look a little light on weapons.

    Off Mater's RXN ---

    EXT. ALPS - DAWN

    --- STEPHENSON EMERGES LOUDLY from a tunnel. He powers
    forward, starts his descent into Italy ---

    BRENT MUSTANGBURGER (V.O.)
    You are looking live at beautiful
    Porto Corsa, Italy, on the Italian
    Riviera. What a magnificent setting
    for the second race of the World
    Grand Prix.

    EXT. PORTO CORSA, ITALY - DAY

    Over sweeping helicopter BEAUTY SHOTS:
    78.


    DAVID HOBBSCAP (V.O.)
    Well Brent, they call this place
    "The Gem of the Riviera," and it's
    easy to see why.

    A local fishing boat chugs through an idyllic waterway,
    beneath bridges that connect hillside villas.

    DAVID HOBBSCAP (V.O.)
    With its secluded beaches and
    opulent casinos, Porto Corsa truly
    is a playground for the wealthy.

    A long line of RICH-LOOKING YACHTS in the harbor.

    DAVID HOBBSCAP (V.O.)
    And everyone who's anyone is here
    today.

    Rich SPORTS CARS drive past pricey shops.

    DAVID HOBBSCAP (V.O.)
    From the ultra-rich and super-
    famous, to world leaders and
    important dignitaries.

    THE POPEMOBILE, visible in a crowd, drives through town.

    DARRELL CARTRIP (V.O.)
    You aren't kidding, David. You
    can't do a three-point turn around
    here without bumping into some
    celebrity!

    HELICOPTER SHOT of the Casino.

    BRENT MUSTANGBURGER (V.O.)
    Welcome everyone to the second race
    of the World Grand Prix!
    CUT TO:

    MUSTANGBURGER, HOBBSCAP and CARTRIP in the control booth.

    BRENT MUSTANGBURGER
    The big news continues to be
    Allinol. Sir Miles Axlerod spoke to
    the press earlier today to answer
    questions about its safety.

    FOOTAGE OF THE PRESS CONFERENCE - Miles Axlerod, at a podium,
    addresses the press throng. He looks a bit exasperated.
    79.


    MILES AXLEROD
    An independent panel of scientists
    has determined that Allinol is
    completely safe. Okay? Safe! There
    it is.

    BRENT MUSTANGBURGER
    So the race will go on, folks.

    RACE GRAPHICS show Francesco with 10 points at the top of the
    race standings.

    DARRELL CARTRIP
    But the question everyone is
    asking: Will the real Lightning
    McQueen show up today?

    ON THE TRACK - As the racers begin to get into position on
    the grid.

    BRENT MUSTANGBURGER (V.O.)
    Well, he better. Talk about a home-
    track advantage. Francesco
    Bernoulli grew up racing on this
    course.

    ITALIAN TRACK ANNOUNCER (V.O.)
    Signore e signori, in the pole
    position, numero uno...

    The crowd is cheering already, knows who this is.

    ITALIAN TRACK ANNOUNCER (V.O.)
    ... Francescoooooo!

    The Italian crowd roars and chants for their hometown hero.

    FRANCESCO
    (to the crowd)
    Bellissima! Thank you for your
    support.
    (TO MCQUEEN)
    And your big mistake, McQueen!

    McQueen missed this comment. He approaches his grid position,
    lost in thought.

    ITALIAN TRACK ANNOUNCER (V.O.)
    In the secondo position. Numero
    novantacinque. Lightning McQueen!

    Cheers (not so thunderous, obviously) from the crowd. McQueen
    doesn't seem to notice.
    80.


    IN MCQUEEN'S PIT - His team exchanges looks, worried.

    LUIGI
    McQueen? Is everything okay?

    FILLMORE
    If you're worried about your fuel,
    man, don't. It's perfectly safe.

    BACK ON THE STARTING GRID

    MCQUEEN
    No, guys, I just really wish Mater
    were here.

    FRANCESCO (O.S.)
    Francesco understands, McQueen.

    Francesco parks next to him, grinning.

    MCQUEEN
    Oh, great. Here it comes. What've
    you got, Francesco?

    FRANCESCO
    For famous race cars like Francesco
    and well... you, to be far away
    from home is not easy.

    MCQUEEN
    I think you forgot the insulting
    part of that insult.

    FRANCESCO
    Is no insult. When Francesco is
    away from home, he misses his mama
    just like you miss your tow truck
    amico.

    MCQUEEN
    Gee, I maybe misjudged you, because
    that's exactly how I ---

    FRANCESCO
    Of course, I am at home. And my
    mama is right here.

    Francesco refers to his MAMA who sits in a special box in the
    crowd, cheering him on, blowing him kisses.

    FRANCESCO
    (YELLS)
    Mama! Don't worry, Mama!
    (MORE)
    81.

    FRANCESCO (CONT'D)
    McQueen is very sad! I will beat
    his cry-baby bottom today!

    MCQUEEN
    And there's the insult we were
    missing. Grazie!

    THE LIGHTS - CLICK FROM RED TO GREEN ---

    THE RACERS TAKE OFF!

    EXT. PORTO CORSA - DAY

    SHOTS of the racers making the first few turns through the
    city streets. We PAN to the CASINO DI PORTO CORSA. The Beaux
    Arts-style architecture towers atop a hill, overlooks the
    course.

    EXT. THE CASINO - MOMENTS LATER

    A group of thuggish HUGOS - ugly Eastern European cars - wait
    impatiently at the front. A LIMOUSINE-STYLE car carrier rolls
    up to the roundabout.

    An esteemed, elderly GREMLIN rolls past with a group of
    GREMLIN THUGS who usher him into the casino.

    ALEXANDER HUGO
    Gremlins. Man, those are some ugly
    cars. Look like someone stole their
    trunks.

    The THUGS all SNICKER.

    HOLLEY
    Scusatemi, tutti! Signori!

    Holley arrives, sporting a decent Italian accent.

    HOLLEY
    Mio nonno, my grandfather, has
    broken down. If one of you would
    help I would be so thankful.

    IVAN, AN EASTERN EUROPEAN TOW TRUCK (the one Holley and Finn
    prepped Mater to impersonate), drives forward.

    IVAN THE TOW TRUCK
    Sounds like you need some "roadside
    assistance".

    ANOTHER HUGO
    She was talking to me, Ivan.
    82.


    IVAN THE TOW TRUCK
    Oh really? Prove it.

    HOLLEY
    No, no, don't fight over me.

    Holley directs her interest toward Ivan.

    HOLLEY
    Signore Tow Truck, per favore?
    CUT TO:

    MATER - He watches this from a safe hiding spot around a
    corner.

    FINN (V.O.)
    Get ready, Mater.
    CUT TO:

    FINN, at an outdoor cafe on the casino grounds.

    FINN
    You're on any moment now.
    CUT BACK TO:

    MATER, now looking a bit nervous. He backs out of sight.

    MATER
    I don't know about this, Finn.
    What if I screw things up?

    FINN (OVER RADIO)
    Impossible. Just apply the same
    level of dedication you've been
    using to play the "idiot tow truck"
    and you'll be fine.

    MATER
    It's just that them guys look
    pretty tough and --- Wait, did you
    say "idiot"? Is that how you see
    me?

    FINN (OVER RADIO)
    That's how everyone sees you. Isn't
    that the idea? I tell you, that's
    the genius of it. No one realizes
    they're being fooled because
    they're too busy laughing at the
    fool. Brilliant.

    While Finn talks, Mater takes this in. He catches his own
    reflection in a nearby window. Seems to be seeing himself
    with new eyes.
    83.


    ZZZZATTT! Mater jumps at the sound, turns in time to see Ivan
    SHOCKED UNCONSCIOUS by Holley's ZAPPERS.

    HOLLEY
    Why aren't you in disguise?

    MATER
    I, uh---

    HOLLEY
    Come on, there's no time. Go!

    MATER
    Okay, okay. Computer: disguise.

    MATER'S COMPUTER
    Request acknowledged.

    EXT. AROUND THE NEXT CORNER - CONTINUOUS

    Mater, now disguised as Ivan the Tow Truck, approaches the
    Hugos. Another LIMO CAR CARRIER arrives.

    ALEXANDER HUGO
    It's the boss! He is coming!

    The carrier parks and the back opens. VICTOR HUGO waits.

    VICTOR HUGO
    Ivan!

    Mater realizes Victor is talking to him. He hops to it.

    VICTOR HUGO
    Ivan, why do you insult me so by
    making me wait?

    Mater, now with Victor hooked, tows him in the front doors of
    the casino.

    ON FINN - now joined in the cafe by Holley who monitors
    everything and SEES EVERYTHING MATER SEES on her display.

    HOLLEY
    He's in.

    EXT. RACE COURSE - PORTO CORSA - DAY

    McQueen and Francesco battle for first place ---

    BRENT MUSTANGBURGER (V.O.)
    The racers are now making their way
    around the hairpin, and headed
    downhill toward the casino bridge.
    84.


    INT. CASINO - DAY

    Cars play craps with FUZZY DICE; slot machines with odometers
    for jackpot numbers; cigarette girls sell car items.

    CIGARETTE GIRL CAR
    Air Freshener, antenna balls,
    sparkplugs...

    ON MATER - He tows VICTOR. They are flanked on all four
    corners by Hugo thugs, ala a presidential motorcade. The
    largess of the interior design seems to finally snap Mater
    out of his funk.

    MATER
    (WIDE-EYED)
    Wow, this place looks like it's
    made out of gold.

    The Hugos on either side of Mater exchange a look.

    HOLLEY (OVER RADIO)
    That's because it is, Mater. Now,
    be careful what you say.

    MATER
    Why is that? What do you mean don't
    talk to you?
    (more talking from Holley
    which we cannot hear)
    So you want me to stop talking to
    you. Right now?

    ALEXANDER HUGO
    You are acting strange today, Ivan.

    MATER
    I have no idea what you're talking
    about...

    MATER'S P.O.V. - A digital readout isolates the Hugo and
    starts to scroll reams of information alongside.

    MATER
    ...Alexander Hugo, aka "Chop Shop
    Alex."

    IN A WIDER SHOT we realize this display is invisible to all
    but Mater. Some of Alex's other alias' include "Alexander Hu-
    Don't Go" and "Alexander the Not-So Great."
    85.


    MATER
    Hey, you got a lot of aka's, Alex.
    But I guess that makes sense
    seeings how you's wanted in France,
    Germany, the Czech Republic...

    HOLLEY
    (cutting in to his
    DISPLAY)
    Mater! Stop it!

    Alexander Hugo, unaware of Holley's interruption, whispers to
    Mater as they turn a corner.

    ALEXANDER HUGO
    Okay, okay. Keep your voice down.
    You're gonna make me arrested.
    (to the other Hugos)
    Don't mess with Ivan today. He's in
    a bad mood.

    EXT. CASINO - DAY

    Holley, hearing this, can't believe it.

    FINN
    He's so good.

    INT. CASINO - DAY

    Mater tows Victor inside a private room, where inside are the
    WORLD'S WORST CARS including VLADMIR TRUNKOV, TUBBS PACER and
    J. CURBY GREMLIN.

    VLADIMIR TRUNKOV
    Victor!

    TUBBS PACER
    Hey, Victor!

    J. CURBY GREMLIN
    There you are.

    VLADIMIR TRUNKOV
    Come in, come in.

    J. CURBY GREMLIN
    Victor Hugo. I'm J. Curby Gremlin,
    from Detroit. It's good to see you.
    Now we can start.

    VICTOR HUGO
    Is the big boss here yet?
    86.


    VLADIMIR TRUNKOV
    No, not yet.

    TUBBS PACER
    He's supposed to be here any
    minute.

    WHAM! A DOOR is thrown open O.S. Everyone turns, now silent.

    ON THE DOOR - It sits open. No one enters.

    The room of Lemons watch, nervous.

    ON MATER - Nervously watching too.

    EXT. CASINO - CONTINUOUS

    FINN
    Here we go.

    INT. PRIVATE ROOM - CASINO - CONTINUOUS

    A car finally appears. It's Zundapp.

    PROFESSOR ZUNDAPP
    Guten Tag!

    Everyone looks disappointed.

    TUBBS PACER
    It's just the Professor.

    VICTOR HUGO
    Zundapp, when is he coming?

    PROFESSOR ZUNDAPP
    He's already here.

    MONITORS descend from the ceiling. On them, an image of AN
    ENGINE - the same bloody engine from the photo. But this is a
    LIVE image. The car is being worked on.

    VOICE
    Welcome, everyone.

    The VOICE is garbled, scrambled. No way to determine who.

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

    The Lemons all nod in understanding.
    87.


    TUBBS PACER
    Been there.

    J. CURBY GREMLIN
    Forget about it.

    VLADIMIR TRUNKOV
    We know how you feel.

    EXT. CASINO

    FINN
    Descramble that voice!

    HOLLEY
    (already on it)
    I'm trying... It's too
    sophisticated!

    INT. PRIVATE ROOM - CASINO - CONTINUOUS

    ENGINE VOICE
    We are here to celebrate. Today all
    your hard work pays off. The world
    turned their backs on cars like us.
    They stopped manufacturing us,
    stopped making our parts. The only
    thing they haven't stopped doing is
    laughing at us. They've called us
    terrible names...

    On VICTOR HUGO.

    ENGINE VOICE
    Jalopy. Rustbucket.

    On TUBBS PACER.

    ENGINE VOICE
    Heap. Clunker.

    On J. CURBY GREMLIN:

    ENGINE VOICE
    Junker, beater, wreck.

    On ZUNDAPP.

    ENGINE VOICE
    Rattletrap.

    And finally back on the monitor. The ENGINE.
    88.


    ENGINE VOICE
    Lemon. But their insults just give
    us strength. Because today, my
    friends...

    The monitors switch to LIVE RACE FOOTAGE.

    ENGINE VOICE
    ...that all ends.

    On the VIDEO SCREENS - CARLA VELOSO'S ENGINE BLOWS ---

    EXT. RACE COURSE - CONTINUOUS

    Veloso swerves, attempts to mitigate a crash ---

    DARRELL CARTRIP (V.O.)
    There's smoke! On the casino
    bridge!

    DAVID HOBBSCAP (V.O.)
    Oh no.

    BRENT MUSTANGBURGER (V.O.)
    It's Carla Veloso, the Brazilian
    race car.

    She skids into a wall, hard.

    EXT. CASINO - CONTINUOUS

    FINN
    What just happened?

    HOLLEY
    (analyzing the data)
    I'm working on it.

    INT. PRIVATE ROOM - CASINO - CONTINUOUS

    The lemons are CHEERING. Mater is freaked out.

    ENGINE VOICE
    They laughed at us. But now it's
    our turn to laugh back.

    BOOM! Another racer blows an engine. Mater JUMPS again.

    EXT. RACE COURSE - SAME

    As the racer smashes into the railing ---
    89.


    DAVID HOBBSCAP (V.O.)
    Another crash! It's number nine,
    Nigel Gearsley.

    ENGINE VOICE (V.O.)
    Embrace your inner lemon! Let it
    drive you!

    EXT. CASINO

    FINN
    Holley?

    HOLLEY
    I'm detecting an extremely strong
    electromagnetic pulse.

    Holley replays that last crash. The OUTLINE OF THE BEAM is
    seen hitting the racer. Holley TRACES THIS to its source ---

    --- a WGP CAMERA, which Grem and Acer have pointed at the
    racers from a tower position.

    HOLLEY
    Finn, it's the camera!

    FINN
    Where?

    HOLLEY
    On the tower.

    Finn TAKES OFF, speeding toward Grem and Acer ---

    ENGINE VOICE (V.O.)
    This was meant to be alternative
    fuel's greatest moment.

    EXT. GRANDSTANDS - RACE COURSE - CONTINUOUS

    Angry fans knock over cans of Allinol. One drives over an
    Allinol sign. They're fed up with it.

    ENGINE VOICE (V.O.)
    After today everyone will race back
    to gasoline.

    We RACK FOCUS to reveal another fan as he RIPS an Allinol
    banner down angrily.

    INT. PRIVATE ROOM - CASINO - CONTINUOUS

    The video screens are now filled with ONE IMAGE - of the OIL
    PLATFORMS in the Pacific from the beginning of the movie.
    90.


    ENGINE VOICE
    And we, the owners of the world's
    largest untapped oil reserve, will
    become the most powerful cars in
    the world!

    EXT. STREETS OF PORTO CORSA - CONTINUOUS

    Finn ducks, weaves, speeds, and pushes his way through
    BYSTANDERS ---

    FINN
    Get out of the way! Andate!

    He speeds furiously through town.

    EXT. RACE COURSE - PORTO CORSA - CONTINUOUS

    McQueen and Francesco FLY PAST US.

    INT. PRIVATE ROOM - CASINO

    ENGINE VOICE
    They will come to us and they will
    have no choice, `cause they will
    need us.

    ON FINN - He SPEEDS up a road, Grem and Acer visible ahead of
    him. He LEAPS over the crevasse toward the AMC cousins ---

    Suddenly, FINN FREEZES. He's immobilized in mid-air!

    He looks up. A CHOPPER with a LARGE MAGNET hovers over him.

    ACER
    (TO FINN)
    We figured you might stop by.

    ENGINE VOICE (V.O.)
    And they will finally respect us.
    So hold your hoods high. After
    today you will never again be
    ashamed of who you are!

    Grem and Acer turn back to the camera. They line up Shu
    Todoroki, who's a bit further along now.

    FINN
    No!

    INT. PRIVATE ROOM - CASINO - CONTINUOUS

    ENGINE VOICE
    Long live Lemons!
    91.


    EXT. RACE COURSE

    Grem ZAPS THE RACER.

    Flames burst from Todoroki. He loses control.

    BRENT MUSTANGBURGER (V.O.)
    Number seven is loose! Shu
    Todoroki!

    Shu takes down three more cars with him and others follow
    suit. It's a nightmare pileup.

    EXT. CASINO - SAME

    Holley sees Finn being flown away by the chopper.

    HOLLEY
    Finn.

    EXT. FINISH LINE - PORTO CORSA - CONTINUOUS

    BRENT MUSTANGBURGER (V.O.)
    Bumper to bumper as they approach
    the finish line.

    McQueen NOSES out Francesco for a win, both oblivious to
    what's just happened.

    BRENT MUSTANGBURGER (V.O.)
    McQueen's the winner, Francesco's
    second. And they have no idea what
    happened behind them.

    MCQUEEN
    Yeah!

    FRANCESCO
    Dah! This is impossible!

    MCQUEEN
    That's what I'm talking about.
    Kachow! Hey, where are all the
    other cars?

    FRANCESCO
    What is going on?

    They see the pile-up from an overhead monitor. Sirens blare
    as a MEDIC CHOPPER flies to the scene of the pile-up.
    92.


    MCQUEEN
    (REALIZES)
    Oh no.
    CUT TO:

    MILES AXLEROD - LATER. He's near the casino. He's completely
    surrounded, 360 degrees, by press. He's drowned out by a
    blizzard of questions.

    BRENT MUSTANGBURGER
    Sir Axlerod! Is the final race in
    London still going to take place?

    PULL BACK to reveal we are watching this on monitors in the
    PRIVATE CASINO ROOM with the Lemonheads, Zundapp and Mater.

    MILES AXLEROD (ON TV)
    I suppose that... Look, "the show
    must go on" as they say. But now is
    not the time to talk about...

    J. CURBY GREMLIN
    I can't believe this is really
    happening.

    VLADIMIR TRUNKOV
    Shh, quiet!

    BRENT MUSTANGBURGER (ON TV)
    And Allinol? Will you require all
    the racers to still run on Allinol?

    VLADIMIR TRUNKOV
    Here it comes.

    On Miles Axlerod: He's devastated.

    MILES AXLEROD (ON TV)
    I cannot in good conscience
    continue to risk the lives of any
    more race cars. The final race will
    not be run on Allinol.

    WILD WHOOPING CHEERS fill the room. Lemonade corks are
    popped.

    BRENT MUSTANGBURGER (ON TV)
    There you have it. A clearly
    devastated Sir Miles Axlerod
    announcing that he will not require
    the cars to use Allinol for the
    final race.
    93.


    PROFESSOR ZUNDAPP
    A toast! To the death of Allinol
    and alternative fuel forever!

    EXT. CASINO - CONTINUOUS

    Holley is already on the run. Speeding away.

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

    She turns a corner and STOPS.

    Her escape is now blocked by the same HUGO THUGS she tricked
    before. Another vehicle appears BEHIND HER, LOOMS.

    IVAN THE TOW TRUCK
    How is your grandfather?

    INT. PRIVATE ROOM - CASINO - CONTINUOUS

    The Lemonheads celebrate, chant "Long live lemons!" Mater,
    scared, turns to leave. He's stopped by ALEXANDER HUGO.

    ALEXANDER HUGO
    Isn't this a great party, Ivan?

    MATER
    Oh yeah, it's unbelievable.

    ALEXANDER HUGO
    You are not leaving, are you?

    MATER
    Uh, of course I ain't leavin'.

    MCQUEEN (O.S.)
    I'm just in shock like everybody...

    MATER
    McQueen?

    He turns, sees that McQueen is being interviewed on the
    monitors.

    MCQUEEN (ON TV)
    Crashes are part of racing, I know.
    But something like that shouldn't
    ever happen.
    94.


    DARRELL CARTRIP (ON TV)
    They're letting you choose your
    fuel for the final race. Do you
    have any idea what it's going to
    be?

    MCQUEEN (ON TV)
    Allinol.

    The excitement suddenly DRAINS from the room.

    LEMONHEADS
    - What?! - Did he just say
    Allinol? After today?

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

    On Mater. He takes this in.

    BRENT MUSTANGBURGER (ON TV)
    So a surprising revelation from
    Lightning McQueen...

    Zundapp is already on the phone with their Big Boss who,
    based on his angry O.S. voice, sounds ticked off.

    PROFESSOR ZUNDAPP
    Yes, sir. Of course.

    Zundapp hangs up, turns to the room.

    PROFESSOR ZUNDAPP
    Allinol must be finished for good.
    McQueen cannot win the last race.
    Lightning McQueen must be killed.

    Mater's eyes open wide.

    MATER
    No!

    Mater backs up, KNOCKING his emergency light against one of
    the monitors. ZZZZZAT! His holographic disguise flickers away
    then quickly SCROLLS THROUGH all of his previous disguises,
    finally revealing rusty old Mater.

    PROFESSOR ZUNDAPP
    It's the American spy!
    95.


    The thugs DRAW TERRIFYING WEAPONS.

    MATER
    Dadgum.

    MATER'S COMPUTER
    "Gatling gun" request acknowledged.

    WHIRRRRR! GUNS roll out of Mater on each side.

    MATER
    Shoot. I didn't mean ---

    MATER'S COMPUTER
    Request acknowledged.

    Mater SPRAYS BULLETS into the crowd.

    VLADIMIR TRUNKOV
    Get down!

    MATER
    Whoa!!

    The Lemons and Lemonheads hit the deck and RETURN FIRE ---

    Mater is THROWN BACKWARD by the force of the guns, back
    through some double doors and onto a BALCONY.

    MATER
    Wait wait! I didn't mean that kind
    of shoot!

    MATER'S COMPUTER
    Correction acknowledged. Deploying
    chute.

    WHOOM! A PARACHUTE BURSTS out of the back of Mater, he
    catches air and is YANKED INTO THE SKY!

    The Lemonheads watch him float away, amazed.

    ON MATER, out of the frying pan but still toasty. He looks
    around, notices:

    LIGHTNING MCQUEEN, far away, leaving the press podium.

    MATER
    McQueen!

    Mater looks down at the harbor, over which he flies. He spots
    a MOTORBOAT. Mater WHIPS his hook down, steals a ride behind
    the boat TOWARD MCQUEEN.
    96.


    ITALIAN MOTORBOAT
    Aspetti!

    The motorboat isn't happy about this, tries to shake him.
    Mater is THROWN INTO A "HOTEL" sign, then SMASHES down
    through a Francesco souvenir stand. As he CRASHES onto the
    ground hard, we SMASH CUT TO ---

    EXT. SECURITY CHECKPOINT - WINNERS CIRCLE

    --- a barricade. Separating the press from the public,
    ITALIAN SECURITY TRUCKS stand guard.

    MATER
    Lemme through! Lemme through!

    MATER barrels around a corner. He's now covered in Francesco
    memorabilia and palm leaves. The word `HOT' now dangles off
    him like the world's biggest bling. He looks INSANE.

    MATER
    (TO SECURITY)
    You gotta let me in! I gotta get
    through to warn McQueen!

    Security eyes one another. This is serious.

    ITALIAN SECURITY #1
    You cannot come through here. Back
    up, signore.

    ITALIAN SECURITY #2
    (into a walkie-talkie)
    We have a lunatic at Gate Nove.

    MATER
    No, listen! I was disguised as a
    tow truck to infiltrate this
    Lemonhead meeting and my weapons
    system misinterperated what I was
    SAYING ---

    ITALIAN SECURITY #2
    I repeat. Lunatic at Gate Nove.

    Mater spots McQueen far off in the distance.

    MATER
    McQueen! McQueen!

    JUST OFF THE PRESS STAGE - McQueen is led toward the exit.

    PRESS LIAISON
    Right this way, signore.
    97.


    MATER (O.S.)
    (DISTANT)
    McQueen!

    MCQUEEN
    Mater?

    McQueen looks up but can only see A SEA OF VEHICLES,
    flashbulbs, cameras, TV trucks with those tall satellite
    antennae things that spindle toward the sky...

    BACK AT THE SECURITY BARRICADE - Mater, like a nimble running
    back, dances around to avoid capture by security.

    MATER
    McQueen!

    ITALIAN SECURITY #1
    Back up, sir. Stop moving! Stop!

    Mater head fakes them and pushes through, into the crowd ---

    ITALIAN SECURITY #1
    Oy! Stop! Ferma li!

    IN THE CROWD - Mater shoves his way through. He's still far
    in the back.

    MATER
    McQueen!

    ON MCQUEEN

    MCQUEEN
    That really sounded like Mater.
    Mater?

    PRESS LIAISON
    (TO MCQUEEN)
    Signore...

    ON MATER, getting CLOSER...

    MATER
    McQueen, they're gonna kill you!!

    ON MCQUEEN - Okay, he's positive that was his friend, but
    where is he?

    MCQUEEN
    Mater?!

    McQueen spots a TOW HOOK, moving through the crowd toward
    him, "Jaws"-like.
    98.


    MCQUEEN
    Excuse me.

    McQueen disappears into the press crowd.

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

    McQueen pushes through the press.

    MCQUEEN
    Scusi. Mater! Scusi...

    McQueen tracks the tow hook, gets closer. He pushes through
    the last few vehicles ---

    MCQUEEN
    Mater, I'm so glad to see you. I'm
    so sorr ---

    It's NOT MATER. It's IVAN, the Hugo Thug's tow truck.

    IVAN THE TOW TRUCK
    Lightning McQueen! I am a huge fan.

    MCQUEEN
    (CONFUSED)
    Oh, I'm sorry. I thought I heard---

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

    MCQUEEN
    What? Oh. I mean, thanks.

    PRESS LIAISON
    Right this way, signore ---

    Now the Press Liaison and his assistants are pushing McQueen
    back in the other direction ---

    MCQUEEN
    (as he's pulled away)
    I really thought I heard my friend.

    As he's pulled away, press and onlookers start to come
    between him and Ivan, who hasn't moved.
    99.


    IVAN THE TOW TRUCK
    (TO MCQUEEN)
    In England you'll be finished. At
    the finish line.

    Ivan is now obscured again.

    MCQUEEN
    Wait, what?

    The ITALIAN PRESS being to swarm.

    PRESS LIAISON
    Please, the world press is waiting.
    You come with me, please.

    McQueen is pulled back ---

    EXT. STREET - PORTO CORSA - MOMENTS LATER

    --- just as Mater, now BOUND and with HIS MOUTH TAPED, is
    pulled away and thrown into the back of a transport vehicle.
    He lands hard on his side, spits out his TAPE.

    MATER
    Let me go!

    PROFESSOR ZUNDAPP
    You actually care about that race
    car. A pity you didn't warn him in
    time.

    As the doors close on Mater --- PHHHHHSSSSSSTTTTTTT! A
    thick, noxious gas starts to fill the truck.

    On MATER as the knockout gas works its magic. HIS EYES CLOSE.
    CUT TO:

    BLACK SCREEN.

    MATER (V.O.)
    Idiot? Is that how you see me?

    FINN (V.O.)
    That's how everyone sees you. I
    tell you, that's the genius of it.

    FADE IN on Mater, back at the Casino, eyeing his reflection
    in the glass window. It's the same moment from before except
    now we are watching it from a DETACHED, FLOATING PERSPECTIVE.
    100.


    FINN (OVER RADIO)
    No one realizes they're being
    fooled because they're too busy
    laughing at the fool.

    - IN THE KABUKI THEATER IN JAPAN - Again, from before. Mater
    makes a spectacle of himself, WHOOPING AND HOLLERING in the
    stands with the face paint on.

    MATER
    Domo arigato!

    McQueen, Fillmore, Guido, Luigi, Sarge and patrons eye Mater,
    embarrassed and angry.

    - IN THE JAPANESE MUSEUM - The moment of Mater banging on the
    Zen rock garden's glass. Except that now we see all sorts of
    disappointed and eyebrow raising reactions.

    MATER
    You done good! You got all the
    leaves!

    JEFF GORVETTE
    Check out that tow truck.

    LEWIS HAMILTON
    I wonder who that guy's with?

    MCQUEEN
    (HUMILIATED)
    Will you guys excuse me just for
    one little second?

    We now REVEAL that this FLOATING, THIRD PERSON PERSPECTIVE is
    MATER. He's INSIDE his past, watching it from others' points
    of view. He doesn't like what he sees.

    - ON MATER, now at the sushi bar.

    MATER
    Now that's a scoop of ice cream!

    Mater swallows the wasabi with one big bite. He SCREAMS! The
    sushi bar patrons blanch with revulsion at his wail.

    - ON THE FOUNTAIN, as Mater peels into full view of everyone
    else at the party. As Mater laps up water from a fountain:

    MCQUEEN
    (EMBARRASSED)
    Mater?!
    101.


    ALL THE RACERS, with FRANCESCO front and center, guffaw at
    Mater.

    - On MCQUEEN, now scolding Mater moments later.

    MATER
    I never leak oil. Never.

    MCQUEEN
    Mater, you have to get a hold of
    yourself. You're making a scene!

    - IN MCQUEEN'S PIT GARAGE, after the Japanese race.

    MATER
    Wait a minute. I didn't screw you
    up, did I?

    MCQUEEN
    I lost the race because of you!

    MATER
    Maybe if I talked to somebody, or---

    MCQUEEN
    I don't need your help. I don't
    want your help!

    - Now BACK AT THE PARTY, a moment we didn't see before but
    which presumably happened. Mater is BANGING a ceremonial
    GONG, to the horror of Japanese guests.

    MATER
    Bang a gong, get it on!

    GONNNNNNG!!! ---

    On the PARTYGOERS, RACE CARS, PARTY STAFF - they're all
    laughing at Mater as McQueen's final words blend in, making a
    DISSATISFIED CACOPHONY

    MCQUEEN
    Listen, this isn't Radiator
    Springs. This is exactly why I
    don't bring you along to these
    things!

    Off the GONG at the party ---

    INT. BIG BENTLEY - DAY

    --- to the GONG of a CLOCK.

    CLOSE ON MATER as he OPENS HIS EYES.
    102.


    All around him, all he sees are GIANT PIECES OF MECHANIZED
    CLOCKWORK.

    HOLLEY and FINN are here too, strapped bumper to bumper in
    the divots of large clock movements.

    MATER
    Holley! Finn! Where are we?

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

    EXT. BIG BENTLEY - CONTINUOUS

    The BIG HAND finishes ADVANCING one minute. It's 3 PM.

    INT. BIG BENTLEY - CONTINUOUS

    Suddenly Mater DROPS QUICKLY down toward ---

    --- whirring, scary machinery.

    MATER
    Woaaaah! ---

    WHAP! The chain yanks to a STOP.

    Mater, instead of being 30 feet from death, is now 20.

    Finn and Holley are only a few clicks closer to being crushed
    themselves. The clock ticks to 3:01.

    MATER
    This... this is all my fault.

    FINN
    Don't be a fool, Mater.

    MATER
    But I am, remember? You said so.

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

    MATER
    I'm not a spy!

    This echoes throughout the clock.
    103.


    MATER
    I've been trying to tell you that
    the whole time. I really am just a
    tow truck.

    Finn and Holley take this in.

    HOLLEY
    Finn, he's not joking.

    FINN
    I know.

    MATER
    You were right, Finn. I'm a fool.
    And what's happened to McQueen is
    `cause I'm such a big one. This is
    all my fault.

    GREM and ACER arrive on a lift, roll into view on a catwalk.

    GREM
    Good, you're up!

    ACER
    And just in time!

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

    MATER
    (HOPEFUL)
    He's still alive?

    Acer whips a sheet away, revealing the WGP CAMERA, turns it
    toward the clock face.

    ACER
    Not for much longer.

    He pushes the camera through an open small window, turns it
    toward the course. Mater DROPS down again ---

    FINN and HOLLEY CLICK FORWARD.

    EXT. LONDON - DAY

    Big Bentley's big hand CLICKS ahead another minute. But we're
    a bit farther away from it than before.

    SALLY (O.S.)
    We came as soon as you called.
    104.


    INT. MCQUEEN'S PIT - LONDON

    Sally, flanked by Red, Flo and Ramone, are in front of ----

    --- McQueen and the rest of the team.

    MCQUEEN
    I called to talk to Mater. It never
    occurred to me that he wouldn't be
    there.

    RAMONE
    Sheriff is talking to Scotland Yard
    right now.

    FLO
    And Sarge is in touch with his
    friends in the British military.

    SALLY
    You just need to focus on the race.

    MCQUEEN
    I know, but Sal, with everything
    going on I'm not sure I should---

    A HORN O.S. Someone's entering the pit. Everyone parts,
    revealing MILES AXLEROD.

    MCQUEEN
    Sir Axlerod.

    MILES AXLEROD
    I'm sorry to interrupt.

    MCQUEEN
    No, no, it's all right.

    MILES AXLEROD
    I just wanted to come down here and
    personally thank you. Because after
    Italy, I was finished. And then you
    gave me one last shot.

    MCQUEEN
    Listen, I ---

    MILES AXLEROD
    And I probably shouldn't be saying
    this at all but... I hope you win
    today. Show the world that they've
    been wrong about Allinol.

    McQueen takes this in. He looks at Sally.
    105.


    SALLY
    Mater would want you to race.

    MCQUEEN
    All right. For Mater.

    EXT. THE STARTING GRID - MOMENTS LATER

    TIRES SQUEAL ---

    MCQUEEN, FRANCESCO and the other racers PEEL OUT ---

    We PAN UP to reveal the LEMONHEADS watching from a VIP box.

    EXT. RACE COURSE - LONDON - DAY

    McQueen leads Francesco as they approach Big Bentley...

    INT. BIG BENTLEY - LONDON - CONTINUOUS

    GREM
    Here he comes!

    Grem turns up the juice to the HIGHEST, DEATH-INDUCING LEVEL.

    Holley and Finn watch, helpless. Mater closes his eyes.

    Grem ZAPS MCQUEEN.

    EXT. RACE COURSE - LONDON

    McQueen SPEEDS PAST Big Bentley, unharmed. Oblivious to what
    was supposed to have just happened.

    INT. BIG BENTLEY - LONDON

    Zundapp suddenly SQUAWKS over the radio.

    PROFESSOR ZUNDAPP (OVER RADIO)
    What happened!?

    GREM
    I don't know, Professor.

    ACER
    What did you do?

    GREM
    (TO ACER)
    I didn't do nothin'. Shh! I'm
    talking to the Professor---

    They're all talking at once and for a moment we cannot
    understand what is being said.
    106.


    ACER
    You broke it.

    GREM
    Quiet!
    (INTO RADIO)
    I understand, sir. Yes.

    Grem hangs up.

    ACER
    What'd he say?

    GREM
    We go to the backup plan.

    MATER
    Backup plan??

    GREM
    We snuck a bomb in McQueen's pit!

    ACER
    The next time he makes a stop,
    instead of saying "ka-chow," he's
    gonna go "ka-boom"!

    They LAUGH. Mater shudders, upset.

    GREM
    Don't feel bad, tow truck. You
    couldn't have saved him.

    ACER
    Oh, wait. You could have!

    Grem and Acer laugh. As they board the elevator:

    MATER
    Dadgum lemons.

    MATER'S COMPUTER
    Request acknowledged.

    Suddenly, Mater's GATLING GUNS rotate out again - a surprise
    to Mater. But they SPIN IN PLACE, empty.

    Grem and Acer just laugh more.

    GREM
    What, you didn't think we'd take
    your bullets?

    Mater NOTICES SOMETHING.
    107.


    CLOSE ON WHAT MATER SEES: A small piece of his ropes have
    been shaved away by the Gatling.

    He carefully rotates his guns BACK IN, pretending like he's
    seen nothing.

    ACER
    That's right! You got nothin'.

    GREM
    (as the elevator descends)
    Who's the lemon now, huh?

    They're GONE.

    FINN
    Nice try, Mater.

    MATER
    Dadgum!

    MATER'S COMPUTER
    REQUEST ACK-

    The guns ROTATE OUT AGAIN, SPIN. Mater watches as the
    spinning barrels SLICE INTO the ropes, do some damage.

    MATER
    Dadgum! Dadgum! Dadgum!

    The COMPUTER responds with each "dadgum." The barrels
    continue to SPIN, CUTTING THROUGH the ropes.

    MATER
    DADGUMDADGUMDADGUMDADGUM ---

    PING! The ropes BREAK AWAY and Mater FALLS --- right toward
    the whirring machinery!

    HOLLEY
    Mater!

    Mater QUICKLY WHIPS his tow cable around, hooks a pipe and
    tosses himself to the ramp with a heavy THUD. He doesn't
    HESITATE:

    MATER
    I gotta get you all out of there!

    FINN
    There's no time. McQueen needs your
    help, Mater.
    108.


    MATER
    But I can't, I'm just a tow truck.

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

    MATER
    What about you guys?

    FINN
    We'll be okay.

    HOLLEY
    Go and get some more dents, Mater.

    EXT. BIG BENTLEY - LONDON

    Mater SPEEDS out the front door, a bat out of hell ---

    INT. BIG BENTLEY - LONDON - SAME

    On Finn and Holley, now closer to death.

    HOLLEY
    So we'll be "okay"? Really?

    FINN
    He wouldn't have left if I'd told
    him the truth.
    (re: his death trap)
    Being killed by a clock. Gives a
    whole new meaning to "your time has
    come."

    At this mention Holley seems to perk up, gets an idea.

    HOLLEY
    Time. That's it!

    She spies a GEARBOX below them, at least 20 feet down. Holley
    FIRES HER ELECTROSHOCKERS ---

    --- but they miss their target. She recoils them back.

    FINN
    What are you doing?

    HOLLEY
    Trying to turn back time. If I can
    just reverse the polarity...

    She FIRES them again. Direct hit!
    109.


    Holley JUICES the gearbox with HIGH VOLTAGE. The CLOCK STOPS.
    It reverses itself.

    Finn and Holley's wheel now rotates AWAY from danger.

    FINN
    Good job! Quick thinking, Holley!

    EXT. LONDON - CONTINUOUS

    BIG BENTLEY, visible from street level, now moves BACKWARDS.
    Fast. CRANE DOWN TO ---

    --- Mater, speeding toward the track, unaware.

    MATER
    What's everybody on the wrong side
    of the road for?!

    INT. BIG BENTLEY - CONTINUOUS

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

    HOLLEY
    Oh no!

    FINN
    Drive!

    They both DRIVE, fast as they can with FULL FORCE ---

    FINN
    Burn rubber!!

    They drive HARDER, separating bumpers with just enough room
    for the descending gear to SNAP THEIR ROPES!

    Their tires spinning, they both LAUNCH off in opposite
    directions, LAND HARD on opposing platforms. As Finn squeals
    around to Holley's side of the clock:

    FINN
    We've got to get to the course.
    Calculate the fastest way to ---

    Holley pops WINGS out of her side.

    HOLLEY
    Done.
    110.


    FINN
    (IMPRESSED)
    Miss Shiftwell.

    HOLLEY
    They're standard issue now.

    FINN
    You kids get all the good hardware.

    They turn to leave when they STOP, see SOMETHING. It's an AIR
    FILTER on the ground.

    HOLLEY
    Oh no. That's Mater's.

    FINN
    I knew his escape was too easy.

    EXT. BIG BENTLEY - LONDON

    Finn BURSTS out the front doors of Big Bentley, speeds off as
    HOLLEY SMASHES through the clock face, careens into view
    flying over the traffic ---

    INT. PIT ROW - TRACK SIDE - DAY

    Mater bursts through the security gate with aplomb, tears
    through the pits and stops at MCQUEEN'S.

    LUIGI
    Mater!

    MATER
    Everybody get out! Get out now!
    Y'all gotta get out the pits!

    The ENTIRE RADIATOR SPRINGS GANG is here.

    MATER
    Hey, what are you guys doing here?

    SALLY
    We're here because of you, Mater.

    FLO
    Is everything okay?

    MATER
    No! Everything's not okay! There's
    a bomb in here! Y'all gotta get
    out! Now!
    111.


    EVERYONE
    - A bomb? - Huh? - Woah.

    FINN (OVER RADIO)
    Mater!

    MATER (INTO RADIO)
    Finn! You're okay!

    EXT. LONDON STREETS - CONTINUOUS

    FINN
    Mater, listen to me. The bomb is on
    you.

    ON HIS REARVIEW DISPLAY: We can see that a BOMB has been
    detected, anchored to Mater's air filter.

    FINN
    They knew you'd try to help
    McQueen. When we were knocked out
    they planted it in your air filter.

    INT. MCQUEEN'S PIT - CONTINUOUS

    Mater SNORTS, blowing his air filter cover off. Cross-eyed,
    Mater sees the explosive device attached to him. He looks up:

    An ALLINOL CONTAINER hangs ominously over his head.

    MATER
    Uh-oh.

    MCQUEEN
    Mater! There you are!

    Mater turns. McQueen enters Pit Row, 100 yards away and
    closing in FAST.

    MATER
    Stop right there!

    MCQUEEN
    Oh man, I've been so worried about
    you!
    CUT TO:

    The view of this scene through the window of a luxury box.
    Reveal Zundapp in the window's reflection. He's watching from
    inside. He's poised to push a DETONATOR BUTTON.

    As Zundapp's front tire approaches the detonator ---
    112.


    INT. MCQUEEN'S PIT - CONTINUOUS

    MATER
    Don't come any closer!

    MCQUEEN
    Are you okay?

    MATER
    No, I'm not okay. Stay away from
    me!!

    Mater PEELS OUT BACKWARDS, out onto the track.

    MCQUEEN
    No, wait. Wait!
    CUT TO:

    PROFESSOR ZUNDAPP - He hesitates, can't believe it.

    TV FOOTAGE OF MCQUEEN CHASING MATER

    BRENT MUSTANGBURGER (V.O.)
    Hold everything. A tow truck has
    just raced onto the track. And he's
    driving backwards!

    IN MCQUEEN'S PIT

    MCQUEEN
    Mater, wait!

    He breezes right through his pit, goes after Mater.

    DAVID HOBBSCAP (V.O.)
    Normally an emergency vehicle on
    the track means there's been an
    accident.

    BRENT MUSTANGBURGER (V.O.)
    Wait, wait. Lightning McQueen is
    chasing him!

    EXT. TRACK - DAY

    Mater drives up the track. McQueen gains, fast. Because
    Mater's going backwards, they're face-to-face (but still with
    some distance between them).

    MCQUEEN
    Mater, wait!
    113.


    MATER
    Stay back! If you get close to me,
    you gonna get hurt real bad!

    MCQUEEN
    I know I made you feel that way
    before, but none of that matters
    because we're best friends!
    CUT TO:

    TV FOOTAGE OF MCQUEEN CHASING MATER

    BRENT MUSTANGBURGER (V.O.)
    And McQueen seems to be having a
    conversation with the tow truck!

    DARRELL CARTRIP (V.O.)
    I don't know who that truck is,
    Brent. But I'll tell you what, he's
    gotta be the world's best backwards
    driver.

    REVEAL ZUNDAPP is watching this footage from his luxury box.
    The closer McQueen gets to Mater the farther his tire ROLLS
    onto the detonator. But he holds back ever so slightly so as
    not to jump the gun.

    ON THE TRACK - McQueen gains on Mater.

    MATER
    McQueen, you don't get it. I'm the
    bomb!

    MCQUEEN
    Yes, Mater! You are the bomb!
    That's what I'm trying to say here.
    You've always been the bomb! And
    you'll always be the bomb.

    MATER
    Stay away!

    MCQUEEN
    No! Never!

    ON ZUNDAPP. He watches as McQueen SPEEDS UP.

    PROFESSOR ZUNDAPP
    Almost there...

    ON MCQUEEN. He's had enough screwing around. Here he comes.

    MCQUEEN
    I'm not...letting you...
    114.


    He's going to catch him now.

    MCQUEEN
    ...get away again!

    McQueen JUMPS FORWARD, in an attempt to grab Mater's HOOK ---

    MATER
    (TO HIMSELF)
    Gotta keep away from McQueen.

    McQueen hooks Mater with his bumper JUST AS ---

    MATER'S COMPUTER
    Request acknowledged.

    TURBINE ROCKETS slide out of Mater.

    MCQUEEN
    Oh my gosh!

    BAWHOOOOOOM!!!!! Mater JOLTS forward with a rocket blast and
    disappears, taking McQueen with him.

    ON ZUNDAPP. He now freely PUSHES the detonator, but it says
    "OUT OF RANGE."

    Zundapp can't believe it. He FLIPS OUT.

    FARTHER UP THE TRACK - Francesco speeds along. ZHWAAAAAP!!!
    Mater and McQueen ZING PAST HIM with a RED BLUR.

    FRANCESCO
    What is happening? It's a bad
    dream.

    NOW EVEN FARTHER UP THE TRACK - Mater takes a turn, SMASHES
    THROUGH A FENCE and skids around a corner out of sight. A
    white, smoky JET TRAIL is all that remains.

    IN MCQUEEN'S PIT - All of Radiator Springs watches the
    television monitors, dumbfounded.

    BRENT MUSTANGBURGER (V.O.)
    And Lightning McQueen just blasted
    away, hooked to the now rocket-
    propelled tow truck.
    CUT TO:

    EXT. STREETS OF LONDON - DAY

    Overhead P.O.V.: Mater and McQueen swerve through the
    streets.
    115.


    INT. LUXURY BOX - CONTINUOUS

    Zundapp is still furiously hitting the button as Holley drops
    into view just beyond the glass.

    Freaked, Zundapp does a 180 and SMASHES out a plate glass
    window, lands on a ridiculously large balloon tethered to the
    ground, and speeds off ---

    INT. ADJACENT LUXURY BOX - CONTINUOUS

    The LEMONHEADS watch, baffled, as Zundapp drives away.

    J. CURBY GREMLIN
    The Professor's on the run.

    TUBBS PACER
    Someone's gotta get McQueen.

    VLADIMIR TRUNKOV
    Get McQueen!!

    Grem and Acer are already out the door ---

    EXT. SIDE STREET - SAME

    Finn speeds into view, in time to see Zundapp turn a corner
    out of sight.

    FINN
    Holley. I'll get Zundapp, you help
    Mater.

    EXT. TRACK - SAME

    Holley, still in the air, turns ---

    HOLLEY
    Got it!

    FARTHER UP THE TRACK - Holley THUNDERS past Francesco and out
    of sight.

    FRANCESCO
    What is happening?!

    EXT. STREETS OF LONDON - SAME

    Finn screams around a corner, sees ---

    --- Professor Zundapp, speeding toward docks along the Thames
    where a COMBAT SHIP waits.
    116.


    COMBAT SHIP
    Hurry, Professor!

    ON ZUNDAPP - With Finn gaining fast, he accelerates. Suddenly
    --- WHAP!

    He's been TETHERED by Finn with tensile cables now attached
    to his rear end. Zundapp SCREAMS like a little girl.

    FINN
    Do you really think I'm going to
    let you float away, Professor?

    Finn reels him in. Zundapp spins his wheels, caught.

    Suddenly Zundapp miraculously, inconceivably, GAINS TRACTION!
    Now it's FINN'S WHEELS that are spinning.

    ON THE COMBAT SHIP - the ELECTROMAGNET has been turned
    outward and switched on. He's PULLING ZUNDAPP AND FINN IN
    with the magnetic force. He pulls out a laser, TARGETS it at
    Finn's windshield.
    CUT TO:

    EXT. LONDON STREETS - SAME

    Mater, still towing McQueen, rockets around a corner, zips
    down another street ---

    MATER
    McQueen, let go!

    MCQUEEN
    Never!

    They pass a Gremlin with a headset.

    ON GREM AND ACER - Down another side street. They get this
    message, take off in the opposite direction.

    CUT BACK TO:

    EXT. DOCKS NEAR THE THAMES - CONTINUOUS

    FINN, tires squealing, loses more and more ground to the
    boat. Zundapp, the "rope" in this tug-of-war, buckles under
    the tension.

    PROFESSOR ZUNDAPP
    Give it up, McMissile!

    Finn releases a mess of bullets, grenades, and other weaponry
    into the air ---
    117.


    THE MAGNET SUCKS it in quickly like a black hole ---

    THUNK! It all sticks to the magnet, right next to Finn's
    bullets. They're BOMBS, GRENADES, ROCKETS and one little
    detonator with a flashing, beeping light.

    Off the boat's RXN ---
    CUT TO:

    ANOTHER PART OF LONDON, AT STREET LEVEL

    KA-BOOOOOOM! A distant explosion (miles away) festoons into
    the air, visible over the rooftops. Holley suddenly WINGS
    into view. She sees ---

    Mater and McQueen, speeding up the street.

    HOLLEY
    Mater, stop!

    MATER
    No way! You could get hurt!

    Then she looks over, catches a glimpse of GREM AND ACER,
    bearing down on them from a side street. They're going to
    broadside Mater and McQueen.

    HOLLEY
    Oh no.

    ON MATER AND MCQUEEN - They're not aware of the impending
    impact.

    Holley DROPS FROM THE SKY, hits the pavement, SKIDS into the
    path of the AMCs and DEFLECTS THEM. They FLIP OVER Holley,
    Finn and McQueen and sail ---

    --- INTO A PUB ---

    --- where they skid across the room and SLAM into the bar,
    knocking a ROW OF BEER MUGS to the ground.

    IN THE PUB - MOMENTS LATER

    Grem and Acer are pulverized by the bar patrons.

    EXT. LONDON STREET - MOMENTS LATER

    Holley, McQueen and Mater are now stopped.

    HOLLEY
    Mater, we've got to get that bomb
    off you.
    118.


    She's already SCANNING the bomb, working away.

    MCQUEEN
    Bomb?

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

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

    PROFESSOR ZUNDAPP (O.S.)
    Ahhhhh!

    Professor Zundapp suddenly ROLLS to a stop next to (a now
    totally freaked) McQueen, entangled in grappling hooks care
    OF ---

    --- Finn, who has him leashed.

    PROFESSOR ZUNDAPP
    (TO MCQUEEN)
    You. Why didn't my death ray kill
    you?

    MCQUEEN
    Death ray?

    FINN
    Turn off the bomb, Zundapp!

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

    MATER
    Deactivate! Deactivate!

    BOMB'S COMPUTER VOICE
    Voice denied.

    The BOMB suddenly TRANSFORMS into a TIME BOMB, now complete
    with a countdown mechanism from 4:59... 4:58... Mater GASPS.

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

    Holley immediately shoves a GUN in Zundapp's grill.
    119.


    HOLLEY
    Say it!

    PROFESSOR ZUNDAPP
    Deactivate.

    BOMB'S COMPUTER VOICE
    Voice denied.

    THE BOMB'S TIMER: It loses a full minute! Goes from 4:48 to
    3:48 to 3:47... Mater GASPS.

    PROFESSOR ZUNDAPP
    (GRINNING)
    I am not the one who activated it.
    Would anyone else like to try?

    ZZZZZZATTT! Holley shocks him unconscious.

    FINN
    (TO HOLLEY)
    You read my mind.

    HOLLEY
    He was getting on my nerves.

    MCQUEEN
    What do we do?

    VICTOR HUGO (O.S.)
    It's very simple.

    VICTOR HUGO blocks the entrance to a side street. He's
    surrounded by Hugo relatives.

    VICTOR HUGO
    You blow up.

    The four streets surrounding them are now blocked by each of
    the Lemonheads and their families.

    MCQUEEN
    (TO MATER)
    I'm gonna go out on a limb here.
    These are the guys that want me
    dead, correct?

    VLADIMIR TRUNKOV
    It's nothing personal.

    MATER
    (to the Lemons)
    Fellers, listen.
    (MORE)
    120.

    MATER (CONT'D)
    I know what you're going through.
    Everybody's been laughing at me my
    whole life too ---

    McQueen turns to Mater - he wasn't expecting that.

    The Lemons all eye each other, considering Mater's words.

    MATER
    --- but becoming powerful and rich
    beyond your wildest dreams ain't
    gonna make you feel better.

    J. CURBY GREMLIN
    Yeah, but it's worth a shot.

    WHOOM!!! He's BROADSIDED by a blast of water from O.S.

    It's Red! He's sitting outside an underground entrance,
    followed by Sally and the rest of the Radiator Springs gang.

    ALL OUT WAR ensues between the LEMONS, RADIATOR SPRINGS along
    with FINN and HOLLEY.

    FINN attaches his four-way cable hooks to the thugs and
    springs high in the air, crushing the four of them together.

    HOLLEY SPROUTS her wings, and knocks out two cars on her
    side.

    VARIOUS SHOTS OF RADIATOR SPRINGS KICKING BUTT:

    Guido pulls some LEMON tires off with his air gun. In seconds
    he has a stack of lugnuts next to him.

    GUIDO
    Pit stop.

    The two Pacers' tires all FALL OFF.

    Flo hits VLADIMIR TRUNKOV with her high-beams, BLINDING HIM.
    Sheriff BOOTS him.

    SHERIFF
    Not today, boys!

    Guido pushes away his tireless thug, YELLING AT HIM IN
    ITALIAN.

    Mater KARATE CHOPS lemons, three and four at a time.

    Ramone SPRAY PAINTS a lemon's windshield.
    121.


    TUBBS PACER
    Retreat!

    A few Lemons turn back the way they came. BLOCKING THEIR PATH
    are a line of BRITISH MILITARY VEHICLES clad in digital camo,
    led by SARGE.

    SARGE
    Thanks for the help, Corporal.

    BRITISH CORPORAL
    Anything for one of pop's mates.

    And in the middle of all of this craziness we CUT TO ---

    --- MATER. WRENCH BITS are strewn all around him as Guido
    tries wrench after wrench to take the bolts off. No dice.
    Guido gestures wildly, spits Italian a mile a minute.

    MCQUEEN
    What's he saying?! What's wrong!?

    LUIGI
    None of his wrenches fit the bolts!

    This is a light bulb moment for Mater. He eyes the bolts.

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

    MCQUEEN
    Then do it!

    MATER
    What? No, I can't do it. Look,
    nobody takes me seriously. I know
    that now. This ain't Radiator
    Springs.

    MCQUEEN
    Yes it is.

    Mater looks at McQueen. It is?

    MCQUEEN
    You're yourself in Radiator
    Springs. Be yourself here. And if
    people aren't taking you seriously,
    then they need to change. Not you.
    I know that, because I was wrong
    before. Now you can do this. You're
    the bomb.
    122.


    MATER
    Thanks, buddy.

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

    MATER
    Oh, right! Hang on!

    Mater HOOKS McQueen and they're off.

    They SHOOT PAST FINN, who's in the middle of battling lemons.

    FINN
    Where's he going?

    ON MATER AND MCQUEEN - Flying down a side street.

    MATER
    Computer!

    MATER'S COMPUTER
    Yes, Agent Mater.

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

    MATER'S COMPUTER
    Request acknowledged.

    The ROCKET THRUSTERS kick in. They head right for a WALL.

    MCQUEEN
    Mater...

    MATER
    Now I need you to do the chute, the
    second kind not the first!

    MATER'S COMPUTER
    Deploying chute.

    Mater's chute POPS OPEN, catching air and sending Mater and
    McQueen SAILING INTO THE AIR.

    Mater starts to steer them the direction he wants. He and
    McQueen are FLYING OVER LONDON.

    EXT. BALCONY - BUCKINGHAM PALACE - DAY

    The QUEEN, her attendants, assorted dignitaries are here.
    123.


    QUEEN
    Who's winning the race?

    Mater and McQueen drop from the sky. They land and skid to a
    halt just before the Queen's guards who DRAW THEIR WEAPONS.

    QUEEN'S GUARD
    Back up! Back away!

    QUEEN
    (STAR-STRUCK)
    It's Lightning McQueen!

    QUEEN'S GUARDS
    Get back!

    MCQUEEN
    No, no, it's okay! Tell them,
    Mater. Explain.

    MATER
    Okay! Somebody's been sabotaging
    the racers and hurting the cars and
    I know who. Oh wait... Your
    Majesty.

    Mater BOWS to the Queen. In doing so, the TICKING TIME BOMB
    angles into view. The clock's at T-minus 1:53.

    QUEEN'S GUARDS
    - Bomb! - It's a bomb! - Everybody
    down! - Look out!

    FINN (O.S.)
    Hold your fire! He can't disarm it!

    Finn dives onto the platform and rolls between the Queen and
    Mater.

    FINN
    Mater, I don't know what you're
    doing but stand down now!

    MATER
    (aside, to McQueen)
    This ain't nothing at all like
    Radiator Springs.

    MCQUEEN
    Mater, just cut to the chase!

    MATER
    Okay.
    124.


    He turns to Miles Axlerod.

    MATER
    It's him.

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

    Everyone exchanges confused looks, including Finn and Holley.

    MATER
    I figured it out when I realized
    you all attached this ticking time
    bomb with Whitworth bolts. The same
    bolts that hold together that old
    British engine from the photograph.
    Holley! Show that picture.

    HOLLEY
    O-kay...

    Holley projects the much discussed PHOTO OF THE ENGINE.

    MATER
    And then I remembered what they say
    about old British engines - "If
    there ain't no oil under `em, there
    ain't no oil in `em."

    MILES AXLEROD
    What is he talking about?

    MATER
    It was you leaking oil at the party
    in Japan. You just blamed it on me.

    MILES AXLEROD
    Electric cars don't use oil, you
    twit.

    MATER
    Then you're faking it. You didn't
    convert to no electric. We pop that
    hood we gonna see that engine from
    that picture right there.

    Mater moves toward Miles Axlerod to pop his hood.

    MILES AXLEROD
    This lorry's crazy. He's going to
    kill us all!

    Miles Axlerod BACKS UP to the edge of the stage.
    125.


    MILES AXLEROD
    Stay away!

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

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

    MILES AXLEROD
    "Dee-sguised voice?" What are you
    talking about? You're nuts, you
    are!

    The QUEEN'S GUARDS have had ENOUGH. As has the PRINCE.

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

    QUEEN
    One moment. I'd like to see where
    this is going.

    FINN
    Mater, he created Allinol.

    MATER
    Yeah, but what if he found that
    huge oil field just as the world
    was trying to find something else?

    Mater sticks his ticking bomb-nose into Miles Axlerod's
    grill.

    MATER
    What if he came up with Allinol
    just to make alternative fuel look
    bad?

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

    GUARD
    Okay, that's it.

    And the QUEEN'S GUARDS spirit the Queen and Prince Wheeliam
    out of there FAST ---
    126.


    MILES AXLEROD
    Wait! Somebody save me! The lorry's
    crazy!

    Now it's just Miles Axlerod, Mater, McQueen, Finn and Holley.
    Miles Axlerod's back tires slip on the edge of the podium as
    he is cornered by Mater.

    MILES AXLEROD
    Keep away, you idiot!

    00:00:08...

    FINN
    Mater!

    HOLLEY
    Mater!

    00:03...00:02...

    MILES AXLEROD
    Someone do something!

    Everyone FLINCHES, DUCKS or DIVES FOR COVER except McQueen,
    Mater and Axlerod ---

    MILES AXLEROD
    You're insane, you are!
    Deactivate!!

    The bomb FREEZES at 00:01.

    THE BOMB'S COMPUTER VOICE
    Bomb deactivated. Have a nice day,
    Sir Axlerod.

    General shock all around. Miles Axlerod realizes what he's
    done, looks terrified. Police surround him.

    Mater FLINGS Miles Axlerod's hood open with his hook,
    revealing AN INTERNAL COMBUSTION ENGINE, oil dripping from
    all sides. It MATCHES the photo.

    FINN
    The engine from the photo.

    HOLLEY
    It's a perfect match!

    MILES AXLEROD
    How did the tow truck figure it
    out?
    127.


    MCQUEEN
    (TO MATER)
    It's official. You're coming to all
    my races from now on.

    MATER
    Now you're talking!

    Tire bump.

    EXT. BUCKINGHAM PALACE - DAY

    A massive crowd packs the adjacent streets and parks.

    INT. BUCKINGHAM PALACE - DAY

    Mater does the requisite "silly faces" in an attempt to break
    the composure of a Buckingham Palace Guard. It isn't working.
    McQueen approaches.

    MCQUEEN
    Mater, let's go. You're on.

    INT. QUEEN'S CHAMBER - BUCKINGHAM PALACE - DAY

    The Queen sits in attention at the front of the Main
    Ballroom. As Mater and McQueen approach:

    LORD STEWARD
    Your Majesty. May I present for the
    investiture of honorary Knighthood
    of the British Realm. Tow Mater of
    Radiator Springs.

    MCQUEEN
    Go get `em, buddy.

    McQueen joins his friends from Radiator Springs. Mater rolls
    forward. He bows, as if he's practiced it all day.

    QUEEN
    I hereby dub thee "Sir Tow Mater."

    Applause from all around.

    MATER
    (LOOKS UP)
    "Sir?" Shoot, you can just call me
    Mater, Your Majesty. I don't wanna
    hear none of this "Sir" business.
    By the way, have y'all met each
    other? Queen? McQueen. McQueen,
    Queen. McQueen? McMissile.
    (MORE)
    128.

    MATER (CONT'D)
    McMissile, McQueen. Queen?
    McMissile.

    He continues introducing everyone as we CUT TO ---

    EXT. RADIATOR SPRINGS - DAY

    The town sign now reads "WELCOME TO RADIATOR SPRINGS - HOME
    OF LIGHTNING MCQUEEN AND SIR TOW MATER."

    EXT. FLO'S - DAY

    Cars surround Mater and McQueen. The rest of the Radiator
    Springs gang is here too, watches. VAN and MINNY are front
    and center.

    MATER
    So there I was: rocket jets going
    full blast, McQueen hanging on for
    dear life when suddenly them two
    nasty lemons come out of nowhere,
    guns drawed. We was goners. But
    then out of nowhere, this beautiful
    spy car swoops in from the sky to
    save us!

    MINNY
    That's a very entertaining story,
    young man.

    VAN
    Oh, Minny, please. Come on, none of
    this happened. Rocket jets? Flying
    spy cars?

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

    The crowd turns, sees HOLLEY, wings out, swooping in. FINN is
    right below her, driving up the street.

    MATER
    Holley! Finn!

    HOLLEY
    Hello, Mater. It's so nice to see
    you again.

    MATER
    What're you doing here?
    129.


    FINN
    Our satellites picked up an urgent
    communique.

    LUIGI
    So you got my e-mail.

    MATER
    Oh, man. Y'all is gonna have a
    great time. Everybody! This here's
    Finn McMissile. He's a secret
    agent.
    (WHISPERS)
    Don't tell nobody. And this is
    Holley Shiftwell. She's ---

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

    Everyone is shocked. Including Mater. Guido's jaw drops.

    LUIGI
    (TO MATER)
    Guido believe you now.

    FLO
    (TO HOLLEY)
    Whoa, honey. You got a nasty dent
    there.

    Indeed, Holley still wears the dent from when she saved Mater
    from Grem and Acer.

    VAN
    (already crushing on her)
    Was that from when you swooped in
    and saved them in London?

    MINNY
    Van!

    VAN
    What? I'm just asking.

    FLO
    (TO HOLLEY)
    Don't you worry, sweet pea. My baby
    Ramone can get that fixed up for
    you in no time.

    RAMONE
    Yeah, sure thing. No problemo. Just
    let me go get my tools.
    130.


    HOLLEY
    Oh no no. I'm keeping that dent.
    It's way too valuable.

    Mater takes this in.

    LIZZIE
    A "valuable" dent? Oh, she's as
    crazy as Mater.

    MACK
    Those two are perfect for each
    other.

    MCQUEEN
    You know, there's one thing I still
    don't get. The bad guys hit me with
    the beam from the camera, right? So
    why didn't I, you know...

    MATER
    Explode in a fiery inferno?

    MCQUEEN
    Yeah.

    FINN
    We couldn't figure that one out
    either.

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

    MCQUEEN
    Wait a second. Fillmore, you said
    my fuel was safe.

    McQueen turns to Fillmore. Everyone does.

    FILLMORE
    If you're implying that I switched
    out that rotgut excuse for
    alternative fuel with my all-
    natural, sustainable, organic
    biofuel just because I never
    trusted Axlerod, you're dead wrong,
    man.
    (RE: SARGE)
    It was him.
    131.


    SARGE
    Once Big Oil, always Big Oil. Man.

    FILLMORE
    Tree hugger.

    EXT. MAIN STREET - LATER

    A banner says "Radiator Springs Grand Prix."

    SHERIFF rolls up the street.

    SHERIFF
    The Radiator Springs Grand Prix is
    about to begin! All spectators
    clear the starting line!

    MCQUEEN heads up Main Street, other racers following.

    LEWIS HAMILTON
    Man, I can't wait to get rockin'.
    This is gonna be wicked.

    JEFF GORVETTE
    Yeah, we should do this every year.

    MCQUEEN
    I just figured, we never found out
    who the world's fastest car is.
    Plus: no press, no trophy. Just
    racing - the way I like it.

    FRANCESCO
    Francesco likes it like this too.

    McQueen SEES Sally. He and Francesco approach her.

    MCQUEEN
    Francesco. I'd like you to meet ---

    FRANCESCO
    Signorina Sally. It is official:
    Lightning McQueen is the luckiest
    car in the world.

    SALLY
    (SWOONING)
    Why, thank you ---

    FRANCESCO
    Which he will have to be to have a
    chance against Francesco today.

    Francesco turns to leave. As he's moving away:
    132.


    FRANCESCO
    See you at the finish line, Mc---

    Francesco STOPS.

    FRANCESCO
    What is that?

    McQueen has a new bumper sticker: "Ka-ciao, Francesco."

    MCQUEEN
    It's just something I had made up
    for the occasion.

    FRANCESCO
    Is good, McQueen. Very funny. It
    was funnier when I did it, but
    it's very funny. What are you going
    to do next? Are you going to take
    off your fenders? Try it. You'll
    like it.

    Francesco leaves. We stay with McQueen and Sally.

    SALLY
    So he's not so good-looking.

    MCQUEEN
    Yeah. Nice try.

    SALLY
    I'm serious.

    MCQUEEN
    That's why I love you, Sally.
    (as he leaves)
    Wish me luck.

    SALLY
    You don't need it!

    He drives off. Flo approaches Sally.

    FLO
    Mmm-mmm. That Francesco is fine-
    looking.

    SALLY
    And those open wheels.

    FLO
    I'm gonna have to go get myself
    some coolant.
    133.


    EXT. MAIN STREET - LATER

    The racers at the starting grid. ON THE TRAFFIC LIGHT in the
    center of town. It goes from RED to GREEN!

    The RACERS SPEED OFF, tearing up main street and out of town,
    blazing past tourists ---

    EXT. WILLY'S BUTTE - DAY

    As the racers, led by McQueen and Francesco, take the wide,
    sweeping turn around Willy's Butte we CRANE UP to see MATER,
    FINN, HOLLEY, and the Radiator Springs gang watching.
    Everyone CHEERS.

    MATER
    Go McQueen!! Whoo-hoo!!!

    Holley gets an alert.

    HOLLEY
    Finn, time to go. Siddeley's
    gassed, geared and ready to fly.

    Finn starts to back up.

    MATER
    You're leaving already?

    FINN
    We've got another mission, Mater.
    Just stopped by here to "pick
    something up."

    They both eye Mater, expectantly.

    MATER
    Something tells me you're not
    talking about souvenir bumper
    stickers.

    FINN
    Her Majesty asked for you
    personally, Mater.

    MATER
    But I told you all before. I'm not
    a spy.

    HOLLEY
    We know.
    134.


    FINN
    Spy or not, you're still the
    smartest, most honest chap we've
    ever met.

    HOLLEY
    Don't forget massively charming.

    Mater looks over at Holley. He looks touched.

    MATER
    Well, thanks. But as much fun as it
    was hanging with y'all, this...

    He looks over to his friends who watch the race, CHEER
    MCQUEEN ON.

    MATER
    This is home.

    HOLLEY
    That's alright, we understand. But
    I'll be back. You still owe me that
    first date.

    FINN
    If there's ever anything I can do
    for you, just let me know.

    MATER
    Well, I sure appreciate that, thank
    you.
    (THINKS)
    Actually... there is one thing.
    CUT TO:

    EXT. RADIATOR SPRINGS - MOMENTS LATER

    MATER, blazing forward fast.

    MATER
    Whoo-hoo!!!

    He ROCKETS FORWARD, through the whole town. In doing so he
    GRABS A BROKEN DOWN OTIS, hooking him ---

    OTIS
    Whoa!!!

    --- and TOSSING him right into Ramone's.

    OTIS (O.S.)
    Thanks, Mater!
    135.


    ON THE "RACE TRACK" - Mater flies past ALL the racers,
    including Francesco ---

    FRANCESCO
    Impossible!

    --- until he approaches MCQUEEN.

    MCQUEEN
    Mater!?

    MATER
    (KEEPING PACE)
    Check it out. They let me keep the
    rockets!

    MCQUEEN
    I'll see you at the finish line,
    buddy!

    MATER
    Not if I see you first!

    McQueen and Mater peel away from the rest of the racers, lead
    them off the road and into the dirt for another lap. The two
    friends are side by side when we FADE OUT.


    THE END

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