McQueen back in Radiator Springs after returning from his racing season.
McQueen happy and overjoyed to see Mater.
McQueen happily greeting Mater.
McQueen and Mater doing a handshake.
McQueen and Mater kicking their back tires.
Lightning and Mater finishing their handshake as McQueen wants to show Mater something.
McQueen showing Mater the Piston Cup he's won which is renamed in honor of the late Doc Hudson.
"I know Doc said these things were just old cups, but to have someone else win it just didn't feel right, you know?"
McQueen sadly remembered Doc.
McQueen sadly thinks about his late friend.
McQueen being comforted by Mater who assures him that Doc would be proud of him.
McQueen and Mater about to spend time together.
"This is Lightning McQueen. I can handle anything."
McQueen and Mater on train tracks with no tires on.
McQueen and Mater doing tractor tipping.
McQueen starting his engine to tip a gigantic dump truck.
McQueen and Mater laughing.
McQueen and Mater before being blown away by the tractor.
McQueen and Mater after having spent the day together.
McQueen telling Mater he plans to have dinner with Sally tonight.
McQueen promising to spend more time with Mater after his date with Sally.
McQueen plans to go on a date with Sally and it maded Mater sad.
McQueen has a dinner with Sally at Wheel Well which is now a restaurant.
McQueen smiling lovingly at Sally.
McQueen and Sally where saw by Mater the Waiter
McQueen and Sally surprised to see Mater posing as their waiter.
"How ridiculous would that be."
McQueen ordering his usual drink which Sally orders.
McQueen and Sally seeing the Wheel Well getting overcrowded.
McQueen and Sally seeing Italian racecar Francesco Bernoulli being interviewed on TV.
McQueen disturbed by Sally fawning over Francesco Bernoulli.
"I thought you liked my fenders."
McQueen and Sally hearing Mater call the TV show to defend McQueen from Francesco.
McQueen and Sally glancing at Guido who gestures to where Mater is.
McQueen and Sally shocked when Francesco begins insulting Mater.
After pulling Mater away from the phone, McQueen calls the show to defend Mater from Francesco.
"Those are some strong words from a car who's so fragile."
McQueen mocking Francesco.
McQueen being offered by Miles Axlerod a place in the World Grand Prix.
When some of his friends offer to be his pit crew, McQueen agrees to participate in the World Grand Prix.
After joining the World Grand Prix, McQueen apologizes to Sally, but she assures him he has nothing to worry.
After McQueen gets into the World Grand Prix, Sally reassures him to not worry about her.
McQueen gets encouraged by Sally to take Mater with him to the World Grand Prix.
McQueen being advised by Sally to take Mater with him to the World Grand Prix.
McQueen asking Mater to join him in the World Grand Prix, which he happily accepts.
McQueen accepts Mater to join in his team on the WGP
Lightning McQueen's new World Grand Prix paint job design
Team McQueen off to Tokyo!
On the plane, McQueen and Mater stay up late to watch some Japanese game shows.
McQueen and Mater laughing as they watch TV together.
McQueen, Mater, Guido, Luigi, Fillmore, and Sarge in Tokyo, Japan.
McQueen and Mater laughing when they see an advertisement for Lightning McQueen vacuum cleaners.
McQueen and Mater amazed by the sights they are seeing in Tokyo.
McQueen and Mater in a store selling Lightning McQueen merchandise.
McQueen seeing Mater wearing Japanese makeup.
McQueen and Mater watching a sumo wrestling match together.
McQueen posing in front of the press.
McQueen and Mater arriving at the grand opening party of the World Grand Prix.
McQueen and Mater fascinated with the party.
McQueen tells Mater to be on his best behavior before Mater rushes off.
McQueen hearing some racecars calling to him.
McQueen meeting with Lewis Hamilton and Jeff Gordon.
McQueen getting worried for Mater when Jeff and Lewis start to make fun of him.
When McQueen goes over to Mater, he tells his friend that they are not in Radiator Springs.
McQueen explaining to Mater how the world is different from Radiator Springs.
McQueen trying to tell Mater to behave differently without hurting his feelings.
McQueen seeing how confident Mater is after he's done explaining things to him.
When Mater spots Francesco Bernoulli, McQueen tries to stop him from meeting Francesco.
McQueen and Mater meeting Francesco Bernoulli.
McQueen rolling his eyes in annoyance.
McQueen talking about Sally to Francesco when Mater mentions her.
McQueen telling Francesco he's dedicated his win tomorrow at the race to Sally when Francesco proposes a toast.
McQueen smiling as Mater offers to go get him a drink.
McQueen telling Mater that the drinks are free.
McQueen as Mater gets excited over hearing the drinks are free before he leaves in a hurry.
McQueen seeing Francesco's bumper sticker.
McQueen awkwardly leaving the stage after Francesco says he only made his bumper sticker for him.
"He's so getting beat tomorrow!"-McQueen after interacting with Francesco.
Lightning introduced to the press by Miles Axlerod.
"Thank you so much for having us, Sir Axlerod. I really look forward to racing. This is a great opportunity."
McQueen and Axlerod startled when they hear Mater screaming.
McQueen embarrassed when Mater drinks from a fountain after tasting wasabi.
McQueen with Mater and Axlerod.
McQueen becoming further embarrassed when Mater apparently leaks oil.
"Mater, you have to get a hold of yourself! You're making a scene!"
"Go take yourself right now!"
McQueen telling Mater to go fix himself up.
McQueen's embarrassed grin.
Lightning seeing Mater return from the restroom.
McQueen hearing Mater say he's just got a new girlfriend.
McQueen seeing Mater's date drive by.
McQueen at the first race of the World Grand Prix.
McQueen mocked by Francesco for saying he is speed.
"He is so getting beat today!"
McQueen and Francesco neck and neck during the race.
McQueen flying through the air while driving on a dirt track.
"Guys, a little too much chatter. Let's keep this line clear."
McQueen confused when Mater starts speaking strangely through his headset.
McQueen confused when Mater says to go outside.
After moving to the outside of the track, McQueen is shocked when Francesco races past him.
"Stop it, Mater! Just sign off!"
McQueen trying to catch up to Francesco.
After the race, McQueen rolls his eyes in annoyance as Francesco brags about how he won.
Upon seeing Mater arriving at the pits, McQueen sneaks away from the press to go talk to him.
McQueen confronting Mater in the pits.
Unaware of what happened during the race, Mater excitedly asks McQueen if he's won the race.
"Mater, why were you yelling things at me while I was racing?"
McQueen getting confused when Mater describes how he witnessed a brawl in the streets of Tokyo.
After getting confused, Mater tells him how he spoke through Holley through his headset and saw the fight between McMissile and the Lemons.
WHAT?! - McQueen becoming furious when Mater says his girlfriend had contacted him through his headset during the race.
Mater quickly realizes that through his communication with Holley, he accidentally spoke to McQueen, causing him to lose the race.
"I lost the race because of you!"-McQueen's second breakdown as he yells at Mater.
McQueen angrily telling Mater that his goofy antics are the reasons why he doesn't bring him to his races.
Seeing how angry is Lightning, Mater attempts to apologize and offers to make things right.
When Mater attempts to apologize and offers to set things right, McQueen instead yells at him, testing their friendship.
After yelling at Mater, McQueen gets surrounded by the press.
McQueen talking to the press where a very saddened and guilt-ridden Mater listens to.
The next day, McQueen sadly reads a good-bye letter from Mater, making him feel very guilty for hurting his friend's feelings and making him leave.
McQueen hoping Mater will be safe back home.
McQueen arriving in Italy with his team.
During a celebration held by Luigi and Guido's family, McQueen does not join in on the festivities due to still feeling guilty for his fight with Mater.
McQueen surprised when Luigi's Uncle Topolino reveals he knows about his fight with Mater.
McQueen hearing how Uncle Topolino found out his fight from Mater from Luigi.
McQueen explaining to Uncle Topolino what happened between him and Mater.
When Uncle Topolino asks him why he asked Mater to be different, McQueen realizes that telling Mater to be different only strained their friendship.
McQueen hearing from Uncle Topolino that Luigi and Guido would always get into fights, but they would make amends later on.
McQueen receiving advice from Uncle Topolino.
McQueen learning from the Topolinos that friendship is more important no matter what.
McQueen feeling inspired to find a way to make amends with Mater.
At the second race of the World Grand Prix, McQueen is still overcome by depression and a lack of confidence.
McQueen being mocked by Francesco before the race starts.
"And there's the insult we were missing."
McQueen and Francesco neck and neck during the second race, unaware of the pile-up that occurred behind them.
McQueen winning the second race.
"That's what I'm talking about!" Ka-Chow!"
McQueen and Francesco shocked and horrified to see that a major crash occurred on the racetrack.
McQueen talking to the press about the crash.
McQueen announcing he will use Allinol in the last race despite it being banned by Axlerod.
Lightning at television after decided to use Allinol in the final race
Little does McQueen know about the Lemons' plan to discredit Allinol.
McQueen saying why he'll use Allinol and how guilty he feels in hurting Mater, which a very moved Mater listens to.
After winning the race, McQueen gets surrounded by the adoring press.
McQueen suddenly hearing Mater's voice calling to him.
"That sounded like Mater!"
McQueen catching a glimpse of Mater in the crowd.
McQueen excitedly goes to Mater's location, hoping to reconcile with him.
McQueen suddenly becoming disappointed when he finds it wasn't Mater.
Despite the other tow truck saying he was calling to him, McQueen is still sure he heard Mater.
McQueen being led away by two cars from the press.
McQueen after Sally receives his call where they realized Mater has gone missing.
McQueen in London after having called the rest of his friends from Radiator Springs, due trying to contact Mater, only to discover he had gone missing.
Sally telling McQueen that while Sheriff and Sarge are searching for Mater, he needs to focus on the race.
As McQueen begins doubting on whether he can do the race, he receives a visit from Miles Axlerod.
Lightning saw that Miles Axlerod appears to talk with him
McQueen talking to Axlerod as the latter "thanks" him for giving Allinol another chance.
Despite "receiving" encouragement from Axlerod, McQueen is deeply concerned about Mater.
However, when Sally reassures him Mater would want him to race, McQueen resolves to do the race only for Mater.
McQueen aimed by the Lemon's EMP, but escapes unharmed.
"Mater! There you are!"-McQueen overjoyed to find Mater at the pits.
When McQueen arrives in the pits, a scared Mater quickly drives off, warning McQueen to stay away from him.
However, McQueen is stunned and saddened when Mater quickly drives away from him. But unaware Mater is freaking out because he has a bomb on him, trying to save McQueen from getting killed.
McQueen and his friends facing the Lemons.
McQueen and his friends watching the remaining Lemons retreat, only to get arrested by the British Military.
McQueen and Mater finally make amends.
Lighting watches as Mater reveals Axlerod as the criminal mastermind behind everything. Shocked before seeing that Axelrod was never McQueen's friend and was the one who ordered his men to kill him.
After Axelrod is exposed and defeated. McQueen declares he'll let Mater come to all his races from now on.