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Francesco laughs at the claim and challenges McQueen to enter the race. McQueen takes Mater out the booth and talks to Francesco and accepts the challenge on the air. At the international airport, McQueen bids a farewell to Sally as he and his pit crew board a jumbo jet heading to Japan where the first race of the Grand Prix.

McQueen and Mater take in the sights of Tokyo, and head to a Japanese party in a huge mall-like place put on by Miles Axlerod. Elsewhere Finn and his spy-agency counterpart Holley Shiftwell Emily Mortimer learn that an American spy is at the party and their job is to intercept him and receive a package.

At the building, Mater's antics accidentally go humiliating. First, he mistakes Wasabi a Japanese food paste for pistachio flavored ice-cream, and goes screaming through the building and ultimately races onto the stage between where Lightning and Miles Axlerod are to rinse out his mouth on a waterfall fountain, while the other World Grand Prix racers groan in disgust except for Francesco who laughs at Mater and McQueen from afar, upon whom he accidentally leaks a little bit of oil.

Lightning furiously tells Mater to go to take care of himself and come clean. In the restroom, Mater briefly meets eyes with an old yellow jalopy washing his hands. Mater enters a stall and is confused by the technological complexity of the bathroom stall.

Two other lemons appear in the bathroom, and a fight takes place. Midway through the uproar, Mater exits the stall and apologetically makes his way to the exit, unaware that Torque passed the package to Mater by placing it on him during the commotion. Holley arrives, and using her GPS locator, she is shocked to discover that the presumed American spy is Mater before she goes to follow him. Mater manages to answer her coded questions through sheer luck, further "proving" his spy identity to Holley and Finn.

She sets up a rendezvous with Mater, who mistakes it to be a date, and they part ways. Meanwhile, Torque finds himself tied up and surrounded by Lemons in a warehouse. They show Torque surveillance footage of the prior night's bathroom fight. Then, they demand him to point out the other spy who received the package. Torque refuses, but he twitches emotionally when Mater appears on the screen.

Professor Z catches his reaction and orders his minions to find Mater and kill him as well. He then turns the camera weapon on at full power, causing Torque to burst into flames, killing him offscreen. The following morning, the race is ready to begin.

In the pit, Mater and Lightning's crew all wear headset microphones. The race begins. Above the race, McMissile and Shiftwell are surprised to see Mater attending the race in such a conspicuous manner.

The two spot an unusually large concentration of lemon cars around the track. McMissile and Shiftwell spectacularly battle the lemon cars and save Mater, but not before he incoherently narrates the strange goings-on of McMissile and Shiftwell.

Mater's incoherent babbling, accidentally being fed to Lightning through his headset, cause Lightning to only come 2nd in the race. Bernoulli competitively teases Lightning for losing. Lightning is mad at Mater, and Lightning rudely snaps at him and says to Mater that he no longer wants his help, leaving Mater sad and heartbroken. The next day, Mater sadly purchases a one-way ticket to go away to Radiator Springs.

Lightning's pit crew is preparing to fly to Italy. At the airport, Mater is escorted past security by a disguised Finn who is still convinced that Mater is the American spy they are looking for. McMissile's private jet Siddeley appears overhead, and the two manage to safely get on board. Back at the airport, Lightning and his pit crew are reading a sad and heartbroken message that Mater left them, which makes Lightning guilty for rudely blowing up at Mater. Onboard Finn's spy plane, Holley examines the package given to Mater by Torque.

It is revealed to be a single photo of a car engine belonging to the leader of the lemons. Mater comments that the engine is nothing special: it belongs to a car that leaks oil and requires many replacement parts. Also photographed are a few car parts Finn knows are only sold in Paris, France.

Aboard the jet, Holley fits Mater with a voice-activated disguiser which will change his outward appearance to whatever he tells it to do. She also seeks to repair a large dent on Mater's bed. He refuses, saying that the dent is a part of him, and he would never repair it.

The three head to Paris, where they track down Finn's usual informant, who is revealed to have sold the Big Boss those parts. Through their investigation, it is revealed that the engine owner is a lemon, one of history's loser cars, which are the same ones the agents have been dealing with.

It is also revealed that they will hold a meeting within Italy on the same day as the Grand Prix race, which most likely the boss will attend. After watching from the computer and seeing some of the lemons arrive, it is decided that Mater will be disguised as one of the lieutenant's tow trucks and will gain access to the meeting where he can identify the leader of the lemons and owner of the engine.

The Italian race has begun as Finn and Holley stay to spy on the race and look out for lemons, while Mater infiltrates the meeting in disguise. The meeting revealed that all the Lemons' heads are present and wanted in several countries as Mater is nervous about this. A TV appears overhead, upon which Mater sees a live video of the Big Boss' engine apologizing that he can't attend in person due to engine trouble. Big Boss' engine then goes over his plan, and it is revealed he and the rest of the Lemons are the owners of the world's largest untapped oil deposit in the middle of the ocean.

Miles Axlerod and his Allinol alternative fuel threaten to put the Big Boss out of business, so they will use the pulse camera to destroy the WGP racers during the race broadcast, including Lightning McQueen. The world will assume that Allinol is dangerous and will continue to use gasoline. Mater is afraid for Lightning. After the Brazil racer and the England racer are shot by the pulse camera, Finn immediately races off to get the pulse camera before any more racers are destroyed, but just as he jumps over to get it, he gets captured by a helicopter's magnet and Grem and Acer who was actually controlling the pulse camera shoots another racer and causes a massive multi quintuple crash.

Lightning and Francesco are neck and neck at the race, but Lightning manages to beat Francesco on his home turf to the latter's annoyance. For Lightning, 1st place is bittersweet, given the amount of carnage on the track. The Big Boss and his cronies anxiously watch the sports report. Finally, miles Axlerod appears and reluctantly declares that Allinol must be too dangerous and tells the world that the race's final leg will be run on gas.

This pleases the Lemons as they celebrate their fortune, as Holley contacts Mater to tell him that Finn has been captured before she gets captured as well by the Lemon Hugos. Eventually, Lightning is interviewed and asked if he, too, will run on gas. Lightning refuses, saying that he will continue to use Allinol.

Mater is shocked and accidentally sheds his disguise and is recognized as an American spy. The lemons draw their weapons, while Mater accidentally draws his weapons, and a happens. This little problem saves Mater, and he flees using a parasol which Finn gave him and flies directly for Lightning, who is still swamped by the press.

Mater breaks through barricades and crowds and is about to warn Lightning when Mater is immediately captured by Lemons, and he is replaced by Ivan, an imposter tow truck who distracts Lightning while Mater is thrown into a cargo container. While Mater is asleep, Mater dreams of his own immatureness and lack of immaturity, as demonstrated from scenes in Japan that were earlier in the film.

He is tied up to the ceiling and is hanging 90 feet over a dangerous set of gears. Below him, Finn and Holley are also tied up, about to be smashed and crushed by a pair of intersecting gear cogs. As they are held captive, Mater moans the situation as he finally tells Finn and Holley he is not a spy, and they now understand that Mater's "immature act" is not an act at all and that Mater is just himself.

Mater puts the blame campaign on himself for what happened to Lightning before two lemons appear. They see that Mater, Finn, and Holley are awake and tell them that they have the pulse camera aimed at Lightning McQueen, who is still alive sitting at the starting line. At the pits for the race, McQueen talks to the others about that Mater is still missing as they state Sheriff and Sarge that are looking for help.

However, the talk is interrupted as Axlerod comes to Lightning's pit stall to thank him for his decision because of how the fans reacted to the race crash in Porto Corsa. He even hoped McQueen will win so that his creation will be given the popularity it deserved. Sally tells McQueen to race for Mater, which he agrees to.

The race begins as the lemons aim the pulse gun at Lightning and pull the trigger, while a horrified Mater looks on as the pulse gun is about to fire. Mater questions this plan, and they tell him that they have planted a bomb in Lightning's pit and it will explode.

Mater manages to free himself from his bonds and offers to save Finn and Holley, but he is told instead to save his friends at the pit stall. Mater obliges and takes off to save his friends. Finn and Holley are two minutes away from being smashed and crushed in the clock tower when she manages to turn back the clock in Big "Bentley" Clock Tower, which sends the clock's gears in reverse and saves them both.

Now free, the two find Mater's air filter is discarded on the ground. They both realize that the two lemons have actually lied to them, and the bomb isn't in the pit; it's planted on Mater, in taking the place of his air filter.

Mater quickly makes his way onto the track and arrives at Lightning's pit; he is surprised to see all of his friends are there because of him and warns them of the bomb before Finn contacts him and tells him the bomb is on Mater.

Mater, now aware of where the bomb is, seeks to outrun Lightning, who immediately spots him and is about to apologize to Mater. Animals Climate change is shrinking many Amazonian birds. Animals Wild Cities This wild African cat has adapted to life in a big city. Environment Planet Possible Europe's butterflies are vanishing as small farms disappear.

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