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File:Cars 2 Poster 2 9592.png

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When You're In Over Your Headlights,
Who Do You Trust?

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Cars 2, the second film in the Cars franchise, is the Actionized Sequel to Cars, released in June 2011. Oil Baron-turned-electric-vehicle Sir Miles Axlerod has discovered Allinol, a new clean alternative fuel source. To promote it, he creates and sponsors the first ever World Grand Prix, where the best racers compete to see who's the fastest car in the world. One of the finalists is Piston Cup winner Lightning McQueen, who brings along his friends from Radiator Springs as his pit crew, along with first-time team member Tow Mater.

Unfortunately, when an intelligence exchange goes awry, Mater gets mistaken for a master American spy. When he accidentally screws up Lightning McQueen's competition against Formula One racecar Francesco Bernoulli, Mater ends up getting recruited by British espionage agents Finn McMissile and Holly Shiftwell to help them stop the machinations of international weapons developer Professor Zundapp. Now, while McQueen struggles against his guilt, Mater must balance his duty to save the world and his efforts to save McQueen, who is quickly being targeted...

It currently[when?] holds around a 39% on the tomato-meter, thus being by far the least well received Pixar movie.

Tropes used in Cars 2 in addition to the tropes common to the Cars franchise include:
  • Action Prologue: The opening shows Finn doing stuff that wouldn't be out of place in a James Bond film.
  • Actor Existence Failure: Played straight with Doc Hudson, as Paul Newman died in 2008. Doc is mentioned in the beginning of the film, and it is suggested that he passed away between the two films.
    • Averted with Fillmore (George Carlin also died in 2008), who is voiced by Lloyd Sherr instead.
    • And Averted with Red (Joe Ranft), who does not speak at all (save for the odd sound effect).
  • Aesop Amnesia: Averted in a Continuity Nod; Mater mentions that the reason Lightning hasn't entered the race is that he has learned to slow down and enjoy life.
  • Animeland: Japan is depicted in this manner, more or less an extended version of the way it was shown in the Tokyo Mater short.
  • Ascended Fridge Horror: By calling attention to the darker implications of Mater's prior Butt Monkey status, the movie makes him into The Woobie.
  • Awesomeness By Analysis: Mater can recognize any engine and give you all the details about it just by taking one look at it, regardless of how old or obscure it is.
  • Batman Gambit: Mater's plan to get Miles Axlerod to disarm the bomb.
    • Axlerod's plan to kill Lightning by planting a bomb in Mater himself also counts.
  • Big Damn Heroes: The regulars of Radiator Springs save Mater and McQueen from the Lemons in London.
  • Bilingual Bonus: After the Japanese bartender dishes out a big glob of wasabi which Mater mistakes for pistachio ice cream, he backs up and delivers the line "okuyami moshiagarimasu", which translates to something along the lines of "You have my condolences".
  • Bland-Name Product: Even though most of the cars are referred to by their real model names (even the lemons), Hugo is an exception. Whoever owns the Yugo trademark doesn't have a sense of humor.
  • Break the Cutie: Happens to Mater after he discovers that everyone else sees him as a clueless ditz, good only for distracting others.
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"No one realizes they're being fooled when they're too busy laughing at the fool."

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Mater: Well, since this is your tenth tow this month, it's on the house!

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  • The Cameo: Kabuto, the main villain of Tokyo Mater, actually makes several brief appearances during all of the Japan scenes.
    • Three time Daytona 500 winner Jeff Gordon features as one of the main World Grand Prix racers, Jeff Gorvette (a pun on his real name and the fact that he is portrayed as a Corvette). In international localizations of the film, he is replaced by other racing celebrities that are better known to the locality than Jeff Gordon:
      • The Australian release features V8 Supercar racer Mark Winterbottom as "Frosty" (his Real Life nickname).
      • The Spanish release features Formula One racer Fernando Alonso as himself and used an Spanish sports broadcaster as one of the announcers.
      • The Russian release features Formula One racer Vitaly Petrov As Himself.
      • The Mexican release features Rolex Sports car racer Memo Rojas Jr.
      • The German release features Formula One racer Sebastian Vettel as "Max Schnell". Schnell is already in all versions of the film, but he gets an extra line in the German version.
      • The Swedish release features Touring Car racer Jan Nilsson as "Flash".
      • The Brazilian release features retired racer Emerson Fittipaldi, and the announcers were dubbed by local sports broadcasters.
    • Deadliest Catch's Sig Hansen is his own crab fishing boat, Crabby (complete with crab pots).
  • Car Fu: Done literally when Finn McMissile uses martial arts to attack a group of thugs -- while standing in front of a sign advertising Carate and Car Fu lessons.
  • Cassandra Truth: When Mater tries to tell his friends about his encounters with Holly Shiftwell and her world of international espionage, no one believes him because they think he's just telling another of his tall tales.
  • The Cavalry: Done literally when Sarge contacts his old military buddies to bring the entire British Army to rescue Mater and Lightning.
  • The Character Died with Him: Doc Hudson, due to Paul Newman's death.
  • Chase Scene: At the Tokyo airport.
  • Chekhov's Gun: Done by Pixar themselves -- a key aspect of Cars 2 is Mater's habit of fanciful storytelling, which causes his friends to dismiss his claims of espionage adventure as mere stories. Since this was a characteristic not shown in the first film, it was feared that its sudden appearance would look like an Ass Pull, so the "Mater's Tall Tales" shorts were created to establish this trait two years in advance.
    • Also done literally with Mater's gatling guns which he uses to escape from being tied up in Big Bentley.
      • Another one is the oil leak Mater supposedly had in the beginning of the movie. Makes more sense when you remember his chanting "I never leak" to himself.
  • Chekhov's Skill: Mater's ability to recognize old and obscure engine parts at a glance. Sadly averted with the Jackass-worthy stunts Mater puts McQueen through at the beginning.
  • Cold-Blooded Torture: Professor Zündapp inflicts this on Rod "Torque" Redline with the EMP camera.
  • Continuity Nod: When Mater talks to Francesco on the talk show, he explains that McQueen wants to rest after having completing the latest racing season because he's learned to slow down and enjoy life -- which was the Aesop of the first film.
    • "Whoever that tow truck is, he's got to be the world's best backwards driver!"
    • The ending with Finn and Holly's last scene is scripted word-for-word from the similar scene in the first film, about the supporting cast being in debt to the main character and the reply, "I appreciate that, thank you. ...Actually, there is one thing...", followed by a Gilligan Cut.
    • The Japan scenes could actually be this to Tokyo Mater, complete with a brief cameo of Kabuto. Is also economical--Pixar created the shorts so they could reuse models and environments for the sequel!
  • Cool Plane: Finn's partner Siddeley is a tricked-out spy jet (not surprising, given his name -- the Hawker-Siddeley Corporation was responsible for much of the Royal Air Force's hardware).
  • Costume Copycat: Ivan is a tow truck that looks a lot like Mater. Holly helps Mater with a holographic disguise to look like him, after Mater tries out several very conspicuous and outrageous modes.
    • This one gets turned around almost immediately afterwards, when the villainous tow truck replaces Mater's hook with his own (identical in profile) hook in a crowd scene while the other Lemons have grabbed him.
  • Covers Always Lie: On the poster for this film, Lightning McQueen is in the centre, making him the hero. In this film, the real hero is Mater.
  • Creator Cameo: To celebrate Pixar's 25th anniversary, the animators inserted John Lasseter in the movie as Jeff Gorvette's pit crew chief.
  • Darker and Edgier: While it's still a colorful family-friendly film, the sequel justifiably features more peril than the original.
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John Lasseter: There is peril. There is threat. You want the bad guys to be bad.

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    • We get on screen car deaths through direct violence. That's quite a genre shift. It's not often you see the Mafia featured in a G-rated film.
  • Death Trap: An elaborate one set for Finn, Holly, and Mater, courtesy of Zundapp since he wanted to have them watch him kill McQueen first.
  • Demoted to Extra: Most of the original cast.
    • Necessary since the movie takes place all over the world. They do make an appearance near the end saving Lighting and Mater's tailpipes.
  • Development Gag: In Paris, Mater encounters a car whose eyes are placed where her headlights should be. This scares Mater away. This is a reference to the development of the first Cars; the characters were originally gonna have their eyes place on their headlights, only to have them relocated on their windshields after John Lasseter found it more appealing that way.
  • The Don: The four heads of the lemon families: J. Curby Gremlin, Vladimir Trunkov, Victor Hugo and Tubbs Pacer.
  • Double Entendre: Ivan the tow truck's offer of 'Road-Side Assistance' to Holly.
    • The Big Bad's joke to the lemons; implying they have some incestuous families. " Maybe it was your mother! Or your sister! It's getting kinda hard to tell them apart these days."
      • Isn't that a reference to how fast the lemons break down? 'Hey, your sister's looking like hell! Just like your equally-poorly-made mother!' An age joke for cars.
    • In the bathroom Mater comments on how the female animated car "gets to giggling right before she starts squirting".
    • Mater asks in a female car in a dark alleyway "What're you sellin'?" to which she begins "flashing" her headlights, making it seem like Mater is unintentionally soliciting a prostitute.
  • Dressing as the Enemy: Mater does this with a holographic program to infiltrate the Lemons in Italy.
  • Eagle Land: Mater is viewed as a hybrid of Type 1 and Type 2 by non-American cars meeting him for the first time.
  • Early-Bird Cameo: During the Pub Rumble near the end of the film, a tapestry on the wall shows automobile versions of Queen Eleanor, Princess Merida, King Fergus, and the Royal Triplets from Brave.
  • Espionage Tropes: Lots.
  • Et Tu, Brute?: McQueen invokes this after Mater inadvertently causes him to lose the first race in the World Grand Prix.
  • Eureka Moment: Mater gets one of these while Luigi tries to remove the bomb bolted on him. This gives him the identity of the mastermind behind the sabotage.
  • Even Bad Men Love Their Mamas: Francesco admits that when he's abroad, he misses his mom. And yet he still finds a way to act like a Jerkass by pointing out that he isn't abroad at the moment and his mom is in the stands.
  • Evil Brit: Sir Miles Axlerod.
  • Family-Unfriendly Death: Rod "Torque" Redline's engine is made to overheat and explode, though it's only shown as a vague reflection.
    • An earlier scene has secret agent Leland Turbo shown as a crushed car cube.
  • Faking the Dead: Finn McMissile uses a set of decoy tires to pretend that he's been torpedoed by the enemy.
  • Flying Car: Holly Shiftwell.
    • Mater becomes one when he deploys his parachute and rocket thrusters.
  • Gatling Good: Mater is outfitted with two while acting as a spy.
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Mater: Dag-gum!
Computer: Request acknowledged. [guns deploy]
Mater: Shoot, I didn't mean--
Computer: Firing.
*Gatling guns open fire!*

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  • Furry Confusion: The first film had Volkswagon Beetles only appear as literal bugs. However, this one has "human" VW Beetles.
    • Also there are both "human" and "bird" planes.
    • And "human" and "snake" trains; and "human" and "hamster/gerbil/small rodent" cars. (See the Cars 2/State Farm commercial to see examples of all of this.)
    • Remember it's a 'Cars' eye view' of the world. We anthropomorphize animals so they 'carify' their animals, buildings and nature. Plus humans are mammals and a lot of pets we keep are too, but we're not creeped by it, so its just a little 'animal car' to them. And I want a little gerbil-car...
  • Genius Ditz: Mater reveals a surprising understanding of engines and car parts. Justified by his job towing broken cars.
  • Goggles Do Something Unusual: When he's infiltrating the Lemons, Mater is equipped with a heads-up display that gives him detailed information about all the criminals and schemers around him.
  • Good Is Not Dumb: Mater's simple nature belies the fact that he's a genius at recognizing obscure car parts at a glance. Later, he also figures out Axlerod's plan to discredit alternative fuels from earlier clues.
  • Green Aesop: Zig-zagged.
    • Axlerod sponsors the World Grand Prix to promote his alternative fuel, Allinol. Subverted when It's actually regular gasoline, and he's sabotaging his own race to discredit all alternative fuels.
    • Played straight when it's revealed that McQueen has been racing with Filmore's organic gasoline the entire time, because Sarge doesn't trust Big Oil companies.
  • Heel Realization: Mater has a dream where he sees his activities over the past few days with Lightning abroad and finally realizes what an embarrassing jackass he has been.
  • Herr Doktor: Professor Zündapp caters to this, as if the giant monocle, condescending tone of voice and his experience in dangerous weaponry didn't give it away before.
  • The House of Windsor: In London, car versions of both Queen Elizabeth II and Prince William appear.
    • And the Queen's ancestors appear to be Princess Mercedes, Queen Wheeleanor, and King Fergas.
  • Ironic Echo: "Everything is voice-activated these days."
  • Jerkass: Bernoulli, the Italian contestant and Lightning's main rival in the Grand Prix. Unlike Chick Hicks, he doesn't seem to be a cheat, just very talented and very arrogant.
    • He seems to get better at the end of the film, to the point where he becomes Vitriolic Best Buds with McQueen.
  • James Bondage: Finn, Holly, and Mater get tied to the inner workings of Big Bentley after they are captured by the Lemons.
  • Knighting: Happens to Mater in the end.
  • Let's Get Dangerous: In the big brawl with the Mooks at the end, the residents of Radiator Springs prove themselves to be capable fighters, particularly Mater. (Making him a Crouching Moron, Hidden Badass?)
  • Man Behind the Man: Turns out that Professor Zundapp has been working for Miles Axlerod the whole while, who actually wants to press the continued use of regular gasoline, which he has a massive off-shore oil reserve of. Sabotaging the World Grand Prix is just a plot to besmirch all alternative fuels.
  • Master of Disguise: Both Finn McMissile and Mater, thanks to their voice-activated holographic disguise systems.
  • Matryoshka Object: Sarge, Luigi, and Guido during the ending credits.
  • Mind Screw: At one point when discussing fossil fuels, Mater asks "What happened to the dinosaurs?". Dinosaurs. Just sit and let that sink in for a minute.
    • There's a female car in Paris whose eyes are in her headlights instead of her windshield. Naturally, Mater reacts to her appearance with shock.
      • It's one of the elements of the Darker and Edgier tone the second movie goes for. If Lemons are people born with disabilities, this female car is apparently meant to be one with heavy deformations. However, it's probably supposed to be a production in-joke.
    • There's a literal Popemobile, who rides in another Popemobile. Does it imply there's a car Jesus too?... or for that matter, a car Buddha?
      • Heck, with the Kabuki dancers, Samurai helmets, and knighting ceremonies implying a LONG history, does that mean there was a Cars Middle Ages, or Cars Renaissance? And from that point, can we extrapolate a Cars Cowboys and Indians ? Cars Cave Men even!
      • Confirmed, Woody was a Wagon in the credits of the original
      • Perhaps Victor Hugo once wrote a work entitled "The Hatchback of Notre Dame"?
      • The end credits show there's a car SPHINX at the expected place!
      • See Early-Bird Cameo above.
    • Just what does Crabby the crab boat catch, anyway? Teeny undersea ROVs? Minisubs?
  • "Mission Impossible" Cable Drop: Done by Finn McMissile when he spies on the Lemons.
  • Mistaken for Spies: Finn McMissile and Holly Shiftwell mistake Mater for an American spy.
  • Mooks: Professor Z's underlings are The Lemons, a motley assortment of unloved car designs such as Gremlins and Pacers.
  • Mr. Fanservice: In-Universe, Francesco Bernoulli. Sally and Flo are heavily attracted to his open tires.
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Flo: I gotta get me some coolant!

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  • My God, What Have I Done?: Lightning experiences this shortly after he gets the note from Mater about going back home due to making Lightning lose the race in Japan.
  • Mythology Gag: During the credits sequence, Gusteau's appears briefly, with a change in spelling.
    • It showed up earlier, when they went to Paris.
    • Also there's a drive-in movie theater showing The Incredimobiles. Curiously enough, the Incredimobile is also the name of Mr. Incredible's car at the very beginning of his film.
  • Name's the Same: Victor Hugo.
  • National Stereotypes: Several, most notably Gay Paree, British Royal Guards, and the big village banquet from Guido's Aunt and Uncle.
  • Never Say "Die": At the beginning of the film, it's suggested that Doc Hudson is dead. He is.
    • Totally averted in several scenes in the film, unlike any other Pixar film. They don't even really try to say things like "gone" or "taken care of". A good example:
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Professor Z: It's Finn McMissile! Kill him!

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  • No Celebrities Were Harmed
    • Darrell Waltrip, as Darrell Cartrip from Cars, is joined by Formula One commentator David Hobbs as David Hobbscap, and sportscaster Brent Musburger as Brent Mustangburger.
    • Jeff Gordon appears as Jeff Gorvette. See The Cameo above for more details.
    • Formula One racing driver Lewis Hamilton appears as himself, albeit as a McLaren MP4-12C Grand Touring car (Complete with tooth gap).
  • Non-Standard Character Design: The salescar with her eyes in her headlights in Paris.
    • And it's possibly not meant to be exotic but an anomaly.
    • Also a reference to how Pixar felt that eyes in the windshield was more appealing than on the headlights.
  • Not Just a Tournament: The World Grand Prix was actually organized by the Lemons just so they can zap all of the competing racecars with a deadly radiation cannon as an attempt to destroy all alternative energy sources and force everyone back to using gasoline.
  • Obfuscating Stupidity: Finn and Holley believe this is what Mater is doing when they think he's the American agent they're supposed to meet with. Subverted later on when Mater actually is able to figure out Axlerod's scheme before anyone else, who all assume he's still just as moronic as ever.
  • Oh Crap: Tony Trihull utters a small "Uh-oh" just before being blown up.
    • The boat with the magnet has that look on his face too when Finn releases a bunch of timed mines in an attempt to break away from the magnet pulling him in.
    • The look on the two thug cars who get diverted into a pub, and then breaks the table where the patrons were enjoying their beer. The patrons are not pleased about that...
  • Parodic Table of the Elements: The Automotive Table of the Elements.
  • The Pollyanna: Mater.
  • The Power of Trust
  • Product Placement: Mater sings the State Farm Insurance jingle when making a joke about Finn and Holly being "agents" (alluding to "insurance agents", not "secret agents") a few scenes after he meets them. The film has major tie-ins with State Farm, and Pixar even animated an entire commercial featuring an anthropomorphic State Farm vehicle voiced by their regular ad announcer.
  • Properly Paranoid: Sarge, who saves McQueen's life by secretly swapping out his sabotaged Allinol fuel with Fillmore's organic biofuel, because he's naturally distrustful of oil companies.
  • Puppy Dog Eyes: Seen on Guido and Luigi when they read Mater's tearful farewell note.
  • Wheel Life Writes the Plot: See Author Existence Failure above.
  • Recycled in Space: Some believe Cars 2 is North by Northwest WITH CARS!
  • Rule of Cool: Pixar made cars do martial arts and fight scenes.
  • Running Both Sides: Sir Miles Axlerod is hosting the World Grand Prix to promote his Allinol and is the shadowy leader of the Lemons.
  • Sequel Goes Foreign: While the original film took place in Radiator Springs, in the sequel there are stops in Tokyo, Paris, Italy and London.
  • Series Continuity Error: Here is Kabuto seen in the ending of Tokyo Mater, and here is Kabuto in this movie. Wait a minute, how did he actually get all of his modifications back?!
    • We're led to believe that the events of Mater's Tall Tales never happened, so Kabuto can exist without anything happening to his modifications prior. It would also explain why Mater is still experiencing culture shock when he arrives in Towkyo for real. A trickier question is how the spelling changed between films.
  • Shapeshifter Swan Song: Invoked when Mater's holographic disguise gets damaged, causing him to cycle through all the other forms he cooked up for it before it gives out.
  • Shout-Out: Some believe Mater racing around an airport landing strip is one.
  • Soft Water: Brutally averted with one of the mooks in the opening sequence. McMissile survives a similar impact minutes later, but he's also a heavily modded 007 car who, among other things, is designed to be submersible.
  • So Last Season: In the first movie, McQueen training on dirt roads gave him a Game Breaker advantage in the Nascar-style races. This race, being a cross-country race, has dirt tracks incorporated into the official World Grand Prix routes, which most of the cars can handle perfectly well (though McQueen still edges them out in skill). Ironically, the dirt tracks are Francesco's Achilles' Heel.
  • Southern-Fried Genius: Mater knows everything about engines and engine parts, but in an idiot savant kind of way. Does this make him the universe's equivalent of a master surgeon?
    • Considering his job, more like a paramedic who learned enough on his job to be a doctor.
  • Spanner in the Works: Mater.
  • Spotlight-Stealing Squad: It's hard to remember that in the first film, Lightning was the protagonist while Mater was just a supporting character. Mater was incredibly popular with kids, and as a result a lot of the spin off material (the "Car Toons") focused on Mater. Come the second film, he's the unquestionable main character.
  • Spy Speak: Finn McMissile and Holly Shiftwell recognize each other by discussing the Volkswagen's air-cooled engines. This backfires (thankfully not fatally) because Mater, a tow truck with encyclopedic knowledge of engines, inadvertently says the right passphrase.
  • Stealth Pun: Mater IS the bomb!
  • Suspiciously Specific Denial: Subverted at the end when Fillmore claims not to have switched Allinol with biofuel. It's then revealed that it was actually Sarge who did so.
  • Talking Your Way Out: When he's surrounded by the Lemons' Mooks, Mater tries to invoke this by sympathizing with them as outcasts and laughingstocks. It doesn't work.
  • Teaser Only Character: Leland Turbo.
  • Third Person Person: "Francesco is familiar with reactions people get from Francesco."
  • This Cannot Be!: when Francesco finds himself overtaken by flying spycar Holly and rocket-enhanced Mater.
  • Time for Plan B: After the EMP cannon fails, the lemons resort to using a bomb strapped to Mater to kill Lightning.
  • Toilet Humour: Mater accidentally goes into the women's bathroom in Tokyo. And once he gets to the right bathroom, he gets caught inside... in a bidet!
    • Not so much a bidet as a play on how high-tech some Japanese toilets are compared to American ones, since they sometimes include features like self-heating seats, massage function, and other comforts.
  • Too Soon: This movie was released to Pay Per View and DVD just weeks after a massive crash at the Las Vegas Motor Speedway killed driver Dan Wheldon, making the pileup in the Italy race a little uncomfortable.
  • Uncanny Valley: In-universe, arguably the reason for Mater's reaction to the car with headlights for eyes.
  • Underside Ride: Finn McMissile actually clings to the underside of Tony Trihull with his magnetic tires in order to sneak into the Lemons' oil rig.
  • Unwitting Pawn: Mater ends up as this when he goes to warn McQueen's pit crew about the bomb planted in their midst. It's actually in his air filter.
  • Urine Trouble: Invoked when Mater gets on the stage in Japan and a puddle of oil appears under him which was actually caused by Miles Axlerod.
    • Mater's inability to understand the Japanese toilet's computer arguably led to this as well.
  • Villainous Breakdown: Axlerod when Mater confronts him as the leader of the Lemons. He starts off cool, trying to prove his innocence and accusing Mater of blowing smoke. But as the countdown reaches the single digits he starts panicking. And with no one coming to help him and Mater not backing off, he's eventually forced to deactivate the bomb. Even he's surprised that Mater, of all cars, was the one to figure out his plan.
  • Visual Pun: At the Lemons' meeting in Italy there are platters of lemons on the table.
  • Weaponized Car: The espionage characters feature missiles, rockets, machine guns, and targeting systems hidden all along their bodies, most notably Finn McMissile, Holly Shiftwell, Rod Redline, and Mater.
  • Well-Intentioned Extremist: All of the bad cars are motivated to sabotaging Allinol largely because of their stake in oil/gas, but also payback for all the taunting and mocking they've received due to being "lemons".
  • Wilhelm Scream: when the Mooks are in the pub fight.
  • Why Am I Ticking?: Mater gets a time bomb bolted to his engine as a backup plan to kill Lightning McQueen.
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