Original subtitles

Hi, this is John Lasseter, director of Cars 2.

Hi, I'm Brad Lewis, co-director of Cars 2.

LASSETER: To open Cars 2, we knew that the audience would be

coming into the theaters thinking about Cars 1.

But we wanted to show them something completely different,

which is something that's very important for us at Pixar,

is that when we do a sequel,

it's not just to retread the same emotional story that the original is.

We want to find something new and something different,

a different type of story to be told.

And so, it's really important for us to have the sequels be

as good as the original, but in a very different way.

It's a movie called Cars 2, yet we start with a boat.

I thought that was really fun.

The inspiration for Cars 2 really came from three places.

One, back when we were working on the first Cars,

there was a scene where

Lightning McQueen takes Sally on their first date.

That scene was actually put into a drive-in movie theater, originally.

We needed a movie to be playing up on the screen,

so we got carried away developing that movie within a movie.

And the reason why we developed a spy movie is because

I love spy movies.

I have five sons, and we are crazy for spy movies.

Love the Bourne movies,

Bourne Identity, Supremacy, and Ultimatum.

Those things are fantastic, and they really upped the game

as to what a spy movie could be. And so, what I always thought,

"Oh, it would be fun to see a spy movie with cars as characters."

Because, you know, cool cars are just a part of spy movies.

And in the case of our world,

the spy and the spy car are one and the same,

so that'd be pretty cool.

So, we developed this movie within a movie,

and that's when we created the character of Finn McMissile.

And he was a really cool cat. It was really fun.

But as story development happens,

the location of that first date between Lightning McQueen and Sally

shifted to be the scene

where they go cruising, and the neon lights turn on,

which worked perfectly for the story.

So, the movie within a movie got cut.

But at Pixar, good ideas are never forgotten.

So, I kept this "spy movie idea as cars" in the back of my head.

I thought it would be something really cool.

The second inspiration was, I was traveling the world

doing publicity for the first Cars movie,

and I had cars as characters on the brain.

So, every country I went to, I was looking out the window and imagining

what Lightning McQueen and Mater would do in these situations.

In Tokyo, with the really confusing small streets

and the big elevated roadways they have there

and all the signs in Japanese, it could be very confusing.

And the beautiful neon lights and stuff.

In England, driving on the wrong side of the road,

you know, what would Mater do there?

In France, the gigantic roundabout around Arc de Triomphe.

In Italy, where traffic signals are just a mere suggestion of maybe

what you might want to do, and all the scooters.

It's just something unique.

Every country, I realized, has something very, very unique

as far as cars and roadways and stuff. And I thought,

"Oh, if we ever have a chance to do another Cars movie,

"I would love to take them around the world."

And the third inspiration for Cars 2 came from...

The international press junket for Cars was in Barcelona, Spain,

in conjunction with the Spanish Grand Prix.

And it was the first Formula 1 race I'd ever been to.

Wow! No wonder everyone loves Formula 1.

It was fantastic.

The cars were gorgeous. The sound of the cars was amazing.

The pageantry, it was so glitzy and glamorous.

It was totally different than what I was used to at NASCAR races.

I loved it, and it really inspired the idea of having

Lightning McQueen race a Formula 1 car

and other great international racers from all around the world.

And so, in thinking about spy movies,

they do go around the world to all these amazing locations.

So, we were thinking,

what if Lightning McQueen was invited to this kind of all-star race,

this International Race of Champions,

and the races were in all these great, exotic locations.

And that was the setting, and then to do a sort of

Hitchcock-style North by Northwest

or Man Who Knew Too Much kind of story where the innocent,

which would be Mater,

gets mistaken for an American spy

and gets caught up in this big spy conspiracy.

And we thought, "Oh, that is something really cool."

And it's also really different than the original.

The opening of this big... What we call the "spy opening,"

really was something we had in mind

right from the beginning of developing this movie.

It kind of went away for a while in the story development.

But then, we had this vision of the oil derricks

and having this exciting spy opening out in the middle of the ocean.

It's funny, 'cause I remember exactly where I was

when I came up with this idea. It was my birthday, January 12th,

and I was getting a massage. I was face-down on the massage table

with my head in one of those round face-cradle pad things,

and I was just sitting there, thinking about the movie

and thinking about this opening.

And I had an inspiration right then and there about

putting this spy opening

out in the middle of the ocean on the oil derrick.

I thought, "Oh, this is something the audience would not expect."

'Cause they would be expecting things from Cars 1,

NASCAR-style racing, Radiator Springs, McQueen and Mater.

And to introduce it out in the middle of the ocean

with this little boat, and on the boat, there's a car.

And what is he looking for? He's looking for a car.

The audience would be going, "What is going on here?"

And that's exactly what we wanted the audience to feel.

This whole spy opening really is there to

introduce this new character for Cars 2, Finn McMissile.

We wanted to introduce him to show how cool he is as a spy car

and how really skilled he is with all his gadgets,

'cause gadgets were very, very important to us in making Cars 2.

LEWIS: One of the overriding themes we want to establish

in this sequence, in particular,

was the scale of the ocean and the incredible swells,

the scale of the platform.

So, Finn really looks like this little guy

in the middle of this chase of massive proportions.

LASSETER: So, with great spy movies, they typically start with

some cool sequence that just gets you into the story, right?

So, we thought, "Who's the ultimate bad guy

"in a world where cars are alive and there's no humans?" Right?

So, I'm thinking big oil. Right? 'Cause that's what all cars need.

And looking at the world, what's going on right now

and all the desires for alternative fuel, gas prices being high, and so on,

I just thought, "This could be a really great bad guy."

Something that could be really fun to tap into.

So, I thought, "Well, this spy opening, to establish this,

"could start in the middle of the ocean on this huge oil rig,

"one of those deep water ones that are gigantic, like a city."

What was exciting for us is to have maybe a collision of worlds.

Have this world that has nothing to do with

everything you knew of in the first movie Cars,

and smash cut to Mater in this world that you know very well.

That's the promise of the movie.

These two worlds are going to collide somehow.

And I just wanted the audience to go, "I'm in."

LEWIS: So, that juxtaposition of Mater right on the heels of Professor Z

in this crazy spy scene was one of those things that we thought,

"Boy, that's the way everybody's going to go,

"'How are these going to connect?'"

In the back of your brain, you're going to be going,

"I'm not sure how these things are going to get together."

LASSETER: Reestablishing Radiator Springs in Cars 2 was, I think,

the hardest sequence in Cars 2 to get right.

In the production, we always have just one recruited audience preview.

It's usually when we're about halfway to 60% finished with the animation,

and we still have a little story development time left.

I love bringing my family, so they can see the movie

and I could get their impressions as well.

So, we were on our way home,

and I asked them what they thought of the movie.

And my son, Sam, first mentioned, he said,

"Dad, I'm a little worried that kids won't understand what a 'lemon' is."

And my son is 18, and it dawned on me,

"Wait a minute. In his lifetime, cars basically have been reliable."

And then Nancy, knowing that

I was not really happy with the Radiator Springs sequence,

she said, "John, you always say

"you should show a story point and not just say it.

"Why don't you have Mater tow a lemon,

"and you could illustrate to everybody what a lemon is through seeing it."

When I heard that, it was like, "Well, that's about as obvious as it gets.

"Why didn't I think of that myself?"

So, she was right, and it was a great idea.

And so, we created Otis, the town lemon.

We got Jeff Garlin to come in and do the voice.

The name is inspired by Otis, the town drunk

from The Andy Griffith Show.

And this all came together so fast, but it just was meant to be.

One of the things that was really important for me in Cars 2

was to pay tribute to Paul Newman.

Paul Newman was such an important part of Cars

with the Doc Hudson character.

We all became such close friends with him.

He had an incredible passion for racing,

and it just was infectious and we all got it.

And it created this amazing character of Doc Hudson.

Sadly, Paul Newman passed away in between the two movies,

and I just couldn't bring myself to replace him with a sound-alike actor.

And so, we wanted to pay tribute to him in a way.

And so, we came up with this idea

that they renamed the Piston Cup

the Hudson Hornet Memorial Piston Cup.

We don't really say what happened to Doc Hudson,

but he's just no longer with them.

And they've taken his doctor's office and turned it into a museum.

We stop the movie and have this very sweet moment,

just between Lightning McQueen and Mater,

and it helps establish how close friends these two are.

And it pays tribute to the Doc Hudson character.

And, to me, it just pays tribute to Paul Newman.

We come out of that scene to reestablish

how this friendship has grown since the last movie.

As Mater says, he's got a whole summer's worth of

best friend fun to make up for,

because he has not been with Lightning McQueen,

as he's been out racing.

We originally had them

standing around talking about all the stuff he wanted to do.

Finally, we all looked at each other and said,

"Well, let's not just talk about, let's show it."

We had a blast creating these little moments of fun stuff

that Mater has been thinking about

that he wanted to do with Lightning McQueen.

We wanted to establish that Lightning McQueen was just

totally worn out after this day of Mater fun.

McQueen is just completely tired.

All he wants to do is to have a nice, quiet dinner with Sally.

But Mater just assumes that

he's going to do absolutely everything with his best friend.

Every second of every day to make up for

the whole summer of McQueen being gone.

And so, it comes into this nice, awkward scene between friends,

to where one friend has to tell the other that,

"I want to do this thing without you, is that okay?"

And it was actually a real challenge to figure out a way

to have McQueen say this without him seeming like a jerk.

We wanted to establish a friendship,

but we didn't want McQueen to come off unlikable.

And that's when we said, "Well, let's just have them go off

"and do a day full of stuff."

And then, you find that McQueen is actually justified in saying,

"You know, we'll do more fun stuff tomorrow.

"I just want to have this nice, quiet dinner with Sally."

We thought, "Where would they go to dinner?

"Where would be a nice, romantic dinner?"

Something that you hadn't seen. We thought, "Well,

"one of our favorite places in Radiator Springs

"was the Wheel Well Motel.

"Wouldn't it be fun if they expanded that into a fine dining restaurant?

"And what a view from there."

Once we thought of the Wheel Well as a fine dining restaurant,

then we went to town and had a blast with

making it a place that you wanted to go have dinner.

And that became kind of a mantra for Cars 2, is to like,

"Let's make it someplace we want to go."

We figured that some of the townspeople

might have second jobs at this restaurant.

And we thought,

"Who would be the best bartender in town? Guido."

So, he makes the most amazing, fancy cocktails

made from oil and different engine additives.

It was so much fun to animate him

being this incredible bartender with all the moves.

One of the challenges of the story of Cars 2

was really trying to establish Sir Miles Axlerod,

the World Grand Prix,

and all this, and getting Lightning McQueen invited to it.

'Cause we didn't want to come into the film

with all this already established.

We wanted the audience, as well as the characters in the film,

to learn about this at the same time.

And so, we came up with this idea to have it be an interview TV show,

where Sir Miles Axlerod is a guest on it,

and he's telling everybody about his new fuel allinol,

and how he's got this World Grand Prix

to get all these great champion cars together to race

to see who's the world's fastest car.

And to show the world how great this new fuel is.

So, we came up with this host. We wanted an older car,

so we decided to use a Cadillac,

and we originally called the host Caddy Cadillac.

Harley Jessup, the production designer, said,

"Why don't you call him Mel Dorado?"

Which is a play on Eldorado,

which is one of the coolest Cadillac models ever made.

LEWIS: We struggled figuring out

ultimately who the bad guy in this movie might be.

We had an old Russian super car, at one point,

that was a failed super car

that was going to be a villain that we thought was perfect,

because he was on a national stage,

an international embarrassment in 1951, an actual story.

But we ended up coming back to

something that I think is ultimately stronger,

which is somebody who is tied in to the race

in a much more organic, pardon the pun, way

because of his alternative fuel angle on the world.

LASSETER: In the Mel Dorado Show, we also establish Francesco Bernoulli,

the Italian Formula car,

Lightning McQueen's biggest competition.

John Turturro does the voice of Francesco Bernoulli,

and he was unbelievable.

Francesco's role in the movie grew because

every time we'd go to a recording session with John Turturro,

he was so good and so funny that

we just kept wanting to add more of Francesco Bernoulli into the movie.

Because every time he's on the screen, he steals the show,

and it's just comic gold.

LEWIS: John Turturro worked in Italy a bunch

and had just done his own movie in Italy.

He came in and he was...

At first, he was imitating friends that he knew from Italy.

'Cause he said, "You know, I know this one guy, he's kind of..."

And so, he was actually doing imitations of his friend

that ended up slowly morphing into his version of Francesco.

We gave him the English script. He'd write Italian words that matched it,

because one of the things he brought to it was...

You know how when English is a second language,

sometimes you'll search for the right word

by using your native language.

So, he'd be like, you know...

(SPEAKS ITALIAN)

And so, he would use the Italian word as if he didn't know the English word,

then he'd come in with it. So, it would give it this real natural read.

It was such a great way to approach the voice on that.

LASSETER: As in the first movie Cars, where Radiator Springs,

all the rock work had car shapes in it,

we decided in Cars 2, since they're traveling around the world,

to take a look at the architecture in all the places that we're going

and car-ify the architecture.

Harley Jessup, the production designer, and the sets team,

they did an amazing job of

taking a look at every location the story goes to

and identifying the key structures, the key buildings that

everyone knows about or has seen before, and then,

"How would they be in a world where cars are alive?"

And it is just remarkable to see what the team has done.

And especially in Tokyo.

If you look closely to every building, every neon sign,

nearly everything you see is car-ified, or they would be made up of car parts.

Research is really, really important to me in all the films we do.

For Cars 2, we sent our teams to

these different cities and these locations

to photograph and videotape, to study firsthand all the details,

'cause we wanted to get the details right.

That was really important for us.

And it was amazing to see all of the research

that was coming back from these trips,

because it's just amazing how unique the details are

for each of these locations.

So, Lightning McQueen agrees to be in the World Grand Prix.

His friends from Radiator Springs will be his pit crew,

and then they set out for the first race of the World Grand Prix in Tokyo, Japan.

We decided that we want to do this cool montage of them

getting ready and traveling

and experiencing Japan for the first time.

With the montage, we wanted to have a song, here.

Songs were very important in the first movie Cars,

and we wanted to have great songs in this film, too.

One of my favorite songs of all time is by the rock group The Cars,

and it's called You Might Think. And I still can't believe it,

but we got Weezer to do a new version of that song.

In the montage of them traveling to Japan,

so many of the things that Lightning McQueen and Mater do

are things that I've done,

that I was always amazed by when I went to Tokyo.

And it truly is a place where

the modern world and the ancient world really come together

and collide, right there.

The inspiration for the party in Japan

came from our very first research trip for Cars 2.

We went to Milan, to the Italian Grand Prix in Monza.

We were hosted by the Red Bull Formula 1 team.

They were really open in showing us the pits,

the trailers, the backstage area,

the hospitality pavilions that they set up. It's really impressive.

Formula 1 is on another level to the whole NASCAR scene.

It was really impressive.

They then invited us to their party that they had two nights before the race.

It was at the Milan Museum of Modern Art.

Now, as you might have heard,

I wear Hawaiian shirts all the time and wear jeans.

So, I just put on a sport jacket and got dressed up in my Sunday best,

and I walked in and it was, like,

oh, boy, this party was on another level than I had seen.

The glitziest, fanciest people dressed in Armani and all this stuff,

and I walk in wearing a Hawaiian shirt with a sport jacket on.

And I felt like Mater. And I just sat there

and started thinking about Mater in these situations.

Mater is so comfortable on Route 66 in Radiator Springs.

I just kept imagining taking Mater out of Radiator Springs,

out of that situation,

and putting him smack in the middle of

the most glamorous, glitzy, high-end party

at the most glitzy, glamorous, high-end race

that you could possibly imagine.

And not only would he not fit in, but he would stand out like a sore thumb.

McQueen is used to these kind of worlds.

This is where he comes from.

He's polished up with his new paint job,

and he is as glitzy and glamorous as the rest of them.

And here, his absolute best friend from back home is here,

and it just doesn't fit in,

and it starts becoming embarrassing for McQueen.

And this is at the core of the story,

of how their friendship will be tested by Mater being Mater.

LEWIS: The Tokyo Museum is based on the Tokyo Modern Art Museum.

Oftentimes on our research trips, things will happen just like that.

We'll see something and go, "You know what? That's beautiful."

And then, it'll come back, and we put it through

our car-ification machine of designs,

and then it finds its way into the movie

in some organic way that is meaningful to the story.

You know, in almost all the versions of the movie

that we did over the course of years,

we had a big party kickoff scene.

But one of the fun things is, all the art pieces inside there

are going to have to be what would have been done by

great Cars artists, right?

So, some of those can be modern, some of those need to be ancient.

So, what would be considered great works of art from a car's perspective?

LASSETER: One of the things we did in the first Cars movie

that I had so much fun doing is getting real racecar drivers to come in.

And not do what I call a "walk-on part," but do a "drive-on part,"

to actually put their voice into the film,

and we create a character around them, of course.

Richard Petty was "The King" Strip Weathers.

We had Dale Earnhardt, Jr.

We had Mario Andretti in the first movie.

And so, in this one, we wanted to pull from both NASCAR

and the world of Formula 1.

So, we were really fortunate to have Jeff Gordon do a voice, of Jeff Gorvette.

He's always driven for Chevrolet, and so, he was so excited to be

the voice of the really cool yellow Corvette racecar,

which is based upon the amazing Corvette racecar

that is from that Le Mans sports car endurance racing sector,

which produces so many cool racecars.

And I think these Corvettes are some of the coolest cars on the circuit.

And my dad worked at a Chevrolet dealership, too.

So, come on, who am I kidding? I'm a Chevy guy.

I like all the other car companies, but I grew up a Chevy guy.

And so, it's fun to get Jeff Gordon to do the voice for him.

And I just thought, "Gordon and Corvette,

"well, there's something similar there."

And so, we just merged the two names and called him "Jeff Gorvette."

He was so excited about that.

He was actually a terrific actor, he was really great.

The female spy car, Holley Shiftwell, was really an important character for us.

We really wanted to have a strong female character in this film.

I liked the idea of her initially starting out looking like

a sexy girl from a spy movie,

but it turns out she is the smartest one in the movie.

The vision of Holley Shiftwell, she has all the latest technology,

whereas Finn McMissile, we always thought was old school.

If you look at his readouts, they're based upon

one of the earliest video games, all made of vector graphics.

And we wanted to have that really old-school look to his technology.

All of his gadgets and everything really are physical and more old school.

Holley, on the other hand, is very high tech.

She's the kind of character that travels with her own laptop

that is hooked via satellite, Wi-Fi, Bluetooth...

Whatever the technology, she's tapped into it wherever she is.

She can access all this data anywhere in the world.

To do the voice of Holley Shiftwell,

we got an amazing young British actress, Emily Mortimer.

And she is fantastic.

'Cause what I love about her voice,

she's very cute in the quality of her voice.

But she's tough, and she's super smart,

and it really comes across.

LEWIS: We played with different female spy partners.

For a while, we thought we might have an Italian female spy called Julia.

She morphed over into Holley Shiftwell, which ended up being a better idea,

just because having British Intelligence

and an ingenue partner for Finn McMissile,

there was going to be instant dialogue where they knew each other already.

Keep in mind, if two spies didn't know each other

that worked together, it would take more writing for us

and dialogue for the audience to understand how they were related,

how were they going to work together.

And we have so many characters in this movie,

you have to look to economize where you can.

LASSETER: For Formula 1, we were really excited to work

with Lewis Hamilton.

Brad Lewis had gone over to London

and had a meeting and talked with Lewis Hamilton,

and just found him to be really friendly and really charming.

He was really excited to work with us on this.

He came to record in Los Angeles.

It was right after the end of the 2010 Formula 1 season.

And we were at the recording studio at Disney,

and he was late. He was half an hour, 45 minutes late.

He kept calling, saying he's so sorry, he's so sorry.

And we were standing outside, waiting for him.

And I always wonder, "Okay, these racecar drivers,

"they could probably drive in any car they want.

"I wonder what kind of a car he's going to pull up in."

And he pulls up in a really wicked cool Mercedes sports car,

'cause, of course, his team is sponsored by Mercedes-Benz.

And so, he got out, and he was really rather flustered.

He said, "I'm so sorry I'm late. I ran out of gas."

(CHUCKLES) And I just started laughing.

Because, well, this past season in Formula 1,

they don't refuel the cars during pit stops anymore.

So, I said, "You've kind of gotten out of the habit, have you?"

And he said, "No, it was my girlfriend. She drove my car all over the place."

And he says, "I've never seen a fuel tank so empty."

And he said, "I got down the hill,

"and I was on this overpass, and it ran out of gas.

"So, I called my girlfriend, she came down

"and gave me a ride over to a gas station."

This is Los Angeles, and part of the reason why

I think he likes to stay here is 'cause people don't hound him.

He's a superstar celebrity everywhere else in the world,

except the United States. And so, here, he walks into a gas station,

gets a gas can, fills the gas can up himself,

and goes to his car and fills it up.

And I'm just sitting there picturing the world champion Formula 1 driver

on the side of a street in Los Angeles filling his own car up

(LAUGHS)

out of a gas can that he filled himself driving here.

I thought that was fantastic.

The first time I went to Japan was

the first time I had an encounter with a Japanese toilet.

First, you sit on the toilet, and it's warm,

which kind of freaks you out.

But then, you realize it's supposed to be that way.

And there's always this remote control, and it has all these buttons,

and they're all written in Japanese.

I guess I was brave enough to push one, and then it was like, "Ooh! Hello!"

It was an experience that I'll never forget.

And every time I bring my boys back to Japan,

we basically get the bathroom completely covered with water,

'cause we keep playing with these toilets.

And I thought, "You know what? This is one of those unique experiences.

"Mater has to have an experience with a car version of a Japanese toilet."

And that was the inspiration for the scene where he is in the bathroom.

And, of course, we went a little overboard

with the redesign of what a car's version of the Japanese toilet would be.

But it was one of the most fun sequences to produce.

LEWIS: The experiences John and I have had with these Japanese toilets is,

it's fantastic.

You can lose a good half an hour in those things,

and come out smarter and cleaned.

In Japanese bathrooms, they do have lots of different things these things do.

They play music, and they do all these different things.

Well, when you're in a foreign place, you're trying to figure these things out.

And we thought if this thing was really taking over,

if the bathroom was taking Mater

and taking control of him going to the bathroom,

all these crazy things were happening to him,

that he would not have any idea

that this agent was getting beat up outside there.

So, he would just come out, and he would still be Mater,

because he would be completely unaware of everything that happened.

And this is also the first time we get a really great look at

our two primary bad guys, the Pacer and the Gremlin.

Pacers and Gremlins are icons, of course, in America,

as cars that were made fun of, right?

I mean, if you had one, they were hilarious.

I'm not sure that they necessarily ran poorly, but they were

a design idea that had a limited run, shall we say?

So, it was so fun to be able to come up with those guys,

and have Peter and Joe come in and voice them in a way that

they had a real sort of cousin, brotherly feel.

We felt like these guys are cousins from Detroit and Chicago.

Now, we finally have this connection.

Mater comes out, he's been passed the device.

Holley Shiftwell, who didn't want to go into the men's room,

'cause she's an ingenue, is like, "I can't go in the loo."

But of course, when they come out, now we have

this very beautiful, sophisticated agent and Mater face-to-face.

She knows and believes he's an agent,

because he gives the right answer to the spy question.

Of course he would, it's a spy question about cars.

What we wanted to do from the very beginning is,

Mater's a tow truck.

He has a knowledge about cars that truly is brilliant.

He's like a savant with cars,

because he's fixed them his whole life, right?

Partly it goes to his caring nature,

partly it goes to this knowledge base he has.

So, how do you take a simple character

and create an illusion for these spies

that he actually might be brilliant?

Well, you'd walk into his core set of knowledge.

Mater knows all about cars. He knows about engines,

how they fix, how they work.

So, he unwittingly answers that question correctly,

because he's got great car knowledge.

And, actually, the link for them to continue to believe

that Mater might be this brilliant American spy,

and under this incredibly great idiotic cover,

is that he has a brilliant knowledge of cars,

which makes them feel like he's a special agent.

LASSETER: Well, the bad guys get the American agent, Rod Redline,

in the bathroom.

But Rod was able to slip the secret information,

magnetically attaching a device to the back of Mater.

And now, the information is safe,

and so, he's captured and taken to the docks

and this warehouse where the bad guys have him.

They search him, and they cannot find the information,

and so, they're going to basically figure out who he gave the device to.

In this scene, it was an important scene to establish what this camera

that we saw on the oil platform in the opening scene of the film,

what it really does.

It was important to establish that in the story.

And we want to establish it through action.

And this American, he's tough. He's tough as nails.

He's never going to talk to them.

It also establishes Professor Z and how funny and how great this guy is,

but we want him to be serious.

One of the important things about

creating a spy movie in the Cars world

is that we didn't want it to be a parody of a spy movie.

We wanted it to be a spy movie, just with cars as characters.

And we wanted to have a sense of peril. We wanted to have a sense of danger.

Even though the bad guys are all kind of funny,

they're actually dangerous.

And it was important for us to establish that.

And so, that's what this scene is about.

It's about, one, trying to get the information

from Rod Redline, the American agent.

But it was also really setting up

that these guys are a dangerous group of characters.

It also sets up what this camera is all about.

And it's based upon some research that we found,

that if you shoot an electromagnetic pulse into certain kinds of fuels,

they heat up, and when these fuels heat up, they expand.

And so, we thought, "Oh, this is interesting."

Because this is something that you can actually do from afar

and make it look like

it's the fuel that's causing these engines to blow.

So, there was a logic to this weapon,

a logic to this conspiracy.

It was kind of based in fact.

It was Professor Z's master plan

to undermine allinol

on this grand, world stage, the World Grand Prix,

so that it looks like this fuel is causing these great

superstar racecars, champions, to blow their engines.

And it would make people turn away from allinol,

and turn away from alternative fuel and say,

"This is not for me. I trust gasoline. I trust good, old crude oil."

LEWIS: When you hear Brent Mustangburger's voice

at the beginning of the World Grand Prix,

you realize this event is as big as the Olympics,

because he has been one of the major voices

for American sporting events on television for the last 35 years.

And a great guy, and when he comes in to announce these things,

no matter what we write, we can say to Brent,

"How would you say it if you were watching this race for real?"

And so, we'd get all of that with him.

And he's such a natural storyteller

that I think we really got a warmth from him that really worked.

One of the things we also did in our racing research is,

in every different form of racing, the pits are different.

The number of people in the pits that help out the racer,

the type of fueling they do are all different.

And so, each one of the pits reflects

what the racing champion, where they come from.

Whether it's from rally or a touring car

or whatever it might be.

So, we do try to get the details right.

The only thing that we did a little bit different, here,

we really wanted to brand allinol in the pits.

So, we took what we saw was a fueling style they use at the Indy 500,

because they get the barrels up on a 45-degree angle,

and you can really clearly see

the sponsorship of allinol above all the racers.

So, it made a lot of sense there.

LASSETER: In the first Cars, we had so much fun

creating the racing sequences.

We really wanted to get the feeling of being at a real race

and that speed and power.

In Cars 2, we wanted to even push that further,

because we had all these awesome, new racecars.

And one of the things I love about Formula 1

is the sound of the Formula 1 cars.

They're unbelievable.

And as we were looking at this first lap,

it was our composer, Michael Giacchino, that said,

"Let's not have music.

"Let's celebrate the sound of these racecars,

"and just let the sound carry this sequence."

So, we wanted to really find

the definitive Francesco and Lightning McQueen sounds

that were different.

The Formula 1 sounds have these beautiful high-pitched sounds,

and we found the perfect one for Francesco.

And then, we focused on finding that

beautiful, deep, throaty American V8 sound for Lightning McQueen.

And we crafted the whole sequence

starting with those two sounds, and then built from there.

And we spent, it must be three days

just mixing this sequence and getting the surrounds,

the subwoofer, and the echoes just right.

And it's turned into one of my favorite sequences in the movie.

The idea of the World Grand Prix is kind of an all-star race.

We had the idea of, what if you got all these different racecars,

champion racecars

from all these different types of racing disciplines around the world,

and bring them together to race in one race. We thought, "Cool."

But the challenge of that is

that they all race in very different types of conditions,

very different types of tracks.

Their cars are uniquely designed and tuned

for each of those types of racing.

And so, some cars will just flat-out beat the other types of racing,

because it's kind of an unfair race to put them all on asphalt,

because some cars are designed for that and other cars are not.

So, we came up with the idea

that maybe we could make it a fair race by changing the track,

so that the track has sections

that is really advantageous for the different types of racecars.

Of course, the Formula 1 car is just going to go amazing

on the straightaways and the turns,

whereas the really tight turns, the sports cars would do incredibly well,

but especially the dirt section.

Adding a dirt section with bumps and turns and hills and stuff,

like you find in rally racing,

we thought that would be a real equalizer.

Because the Formula cars would not be able to do well at all,

and a lot of the other cars,

no matter how good they are on the asphalt,

they would get way behind.

As Darrell Cartrip says,

Lightning McQueen is probably the best overall racer in this race,

'cause he knows how to turn on dirt now,

thanks to Doc Hudson.

It was really fun to conceive of this type of race

to where it was kind of letting the track be the great equalizer for all these cars.

And this gave us a license,

'cause it's really important for us to try to be as authentic as possible.

Whereas in the real world, they take the driver out of the car

and put all these drivers from all these other racing disciplines

in the exact same car,

and it's kind of an even match.

We can't do that in our world,

because the driver and the car are one and the same.

So, we decided to bring all these cool cars together in one race

and let the track be the equalizer.

One problem that we've always had in creating the whole Cars universe

is that our characters don't have hands.

A character working a computer,

everybody knows there's a mouse, there's a keyboard, there's a touch pad.

You need to use your hands.

We always take a look at the front wheels of the characters

as hands, to a certain extent.

And so, we kept thinking

about Holley Shiftwell and using this computer.

The screen was a cool idea,

but then, how in the heck is she going to work it?

So, we came up with this idea that we call "track pads"

that come out from under her.

She just lifts her tire up, and they fit right under her tire.

And then, she can turn her front wheels side to side, press down to click.

She can roll her wheels to move the cursor around.

So, this gave the logic of the world

to where she could work the computer very fast.

LEWIS: We've already shown Finn McMissile on the oil platform

as a spy who's got really unique skills.

Well, now, it's kind of another way to put him to the test.

He's somehow got to overcome all these bad guys,

while Mater's just la-dee-da-ing around the alleyways of Japan.

I think we really see what Finn McMissile's prowess is.

LASSETER: One of my favorite parts of Tokyo

is when you go into these backstreets off the main drags,

the roads get extremely narrow, and they don't line up.

It's all... There's no long streets.

They turn, and it's very confusing.

It becomes very maze-like.

And you could tell when electricity came in,

that they just...

'Cause there's telephone poles and electrical wires everywhere.

And there's houses, and then a little restaurant, and a little shop,

and vending machines,

and it's just really narrow and confusing and beautiful.

And we thought this would be a perfect place

for Holley Shiftwell to get Mater, to talk him out of the pits,

where he is exposed

and all the bad guys are trying to get him,

to get him out into the backstreets, in this maze.

And there, Finn can pick off the bad guys one by one

in very clever ways

and just keep Mater moving in these backstreets.

LEWIS: So, this is another fun way for us to establish Francesco

and what his outlook on the world is.

He's just won the race, and he's continuing to

do that Muhammad Ali thing,

where he's still taking advantage of his opponent

even after the match is over,

setting him up for the next race, getting inside his head a little bit.

Whenever Lightning McQueen, if he's going to get mad at Mater,

you have to treat that really gingerly, because Mater is an innocent.

The minute Lightning McQueen gets angry with him,

what you're in danger of

is an audience not being sympathetic to Lightning McQueen's point of view.

Because he should know better, basically,

and Mater's a great friend.

LASSETER: One of the challenges of the story

was really very early in the second act.

We needed to get Lightning McQueen and Mater

to break up, and get them separated.

We had this scene in the pits after the Japan race

where Mater caused Lightning McQueen to lose the race.

Everything involved in the McQueen and Mater storyline prior to this moment

is really there to set up this moment.

Right. Even Francesco Bernoulli being in the movie

is there to set up this moment.

Lightning McQueen was going on the World Grand Prix as something fun.

It's Francesco Bernoulli

and his arrogance and his ribbing of McQueen

that ignites McQueen's competitive drive.

And he is going to beat Francesco Bernoulli.

It's because of Francesco Bernoulli

that the importance of the race is elevated to Lightning McQueen.

And so, then, Mater is just being Mater,

and he's being manipulated from afar by these agents,

and he causes Lightning McQueen to lose the race.

And so, this scene was really important for the movie,

that we needed it to be believable to the audience

that Mater would just want to go home,

because he doesn't want to be the cause

of his best friend losing any more races.

'Cause we had to get them split up at this point.

We wanted to have the cars have to do a lot of the same stuff

we, as passengers, on modern day jet travel,

what we have to do going through security.

And nowadays, we have to take off our shoes all the time.

So, we have this one quick scene

where a car has to take off his tires and put 'em through the metal detector.

But we kind of laugh in saying, "What are they detecting?

"'Cause they're completely made of metal."

But, you know, it's one of those things, you just go with it.

LEWIS: Now, also with Finn McMissile, you're starting to understand the scope.

Not only does he have this unbelievable weaponry

that we were able to design that came out of every nook and cranny.

For us, it was like a boy's dream come true.

Design weaponry and a spy car, right?

They'd come out of every imaginable area of Finn McMissile,

and they do these fantastic things.

He also can disguise himself

through a little hologram that comes off the top of the car.

It was just so fun to have him intercept Mater

right where we're going through a security line.

I mean, it's one of the great things about putting cars into all these environments,

whether or not they're cities or landmarks

or situations that we're familiar with as humans,

part of the fun of watching the movie is,

"Oh, they cleverly turned that on its ear in a way that I hadn't thought of it."

And now, it's funny and fresh.

LASSETER: And also, it was fun to show

what a cool VIP airport lounge would look like in Japan.

The airport design is actually based upon the Tokyo Haneda Airport,

which is one of the two airports in Tokyo.

It's the one closer to the city's center.

And then, it sets up one of the great action set pieces of the film,

which is this race out onto the tarmac,

where Finn McMissile and Mater are racing away from two of the bad guys,

Grem and Acer, the orange Gremlin and the green Pacer.

We really had fun doing this sequence,

because it was really fun trying to figure out

how the cars would use all this cool gadgetry and things like that.

It also introduces one of my favorite characters of the movie,

Siddeley, the spy jet.

We really wanted to expand the world of Carsin Cars 2

to include planes and boats and trains.

So, creating a spy jet was really fun,

'cause we want him to be awesome-looking.

We want him to be really cool.

And we want him to be great at his job. And he's loaded to bear.

He's very skilled at what he does.

And Siddeley is a name that comes from the British aerospace industry.

The Siddeley Hawker Corporation

built a lot of the key airplanes during World War II for the RAF.

So, we thought it was a little nod to British aerospace history, there,

with the name Siddeley for the spy jet.

One of the challenges of the story, of this little story point,

is how is Mater going to communicate that he's leaving and going home.

We had many different ideas.

Phone call, he overhears a phone call from McQueen to Sally,

on and on and on.

And we just kept running into, "That doesn't work,

"that doesn't work, that doesn't work."

And finally, we just thought, "What if he just left him a note?"

And it just made for a great ending for this huge action sequence,

where the spy jet has taken off,

and Mater's barely hanging on to this thing.

And you hear Mater's voice go,

"By the time you read this, I'll be safely on an airplane flying home,"

which is about as opposite

of what's going on, on the screen as you can get.

I think this is just so hilarious,

what the animators did with Guido and Luigi,

all broken up (CHUCKLES) and crying.

And this is one of those great moments in the making of the movie

where the story sketches of this sequence

were so inspiring to the animators.

I'm not sure they would have come up with the same ideas

without those great story sketches.

The sequence in which Finn and Holley and Mater having escaped from Tokyo

with Siddeley the spy jet was really fun to do,

because we really wanted Cars 2 to be very cool-looking.

So, we had this idea that

the device we plugged into the computers on the plane,

and once it's decoded,

a screen comes up similar to the technology on Holley Shiftwell,

but this, now, is a whole wall, kind of a digital screen

that comes up in between Mater, and then Finn and Holley.

What we wanted story-wise is this,

from Finn McMissile's point of view, to be a dead end.

They were expecting a photograph of a car.

They got it, but it's just of the engine.

At first, it's sideways, and they don't even know what they're looking at.

And this shows

Mater's incredible knowledge of the minute, little details

when it comes to car parts, 'cause he runs a junkyard.

He's a tow truck. That's what he knows.

He knows nuts and bolts and all the little pieces.

And this is knowledge of the minute parts of the world

that Finn McMissile wouldn't have. But that's all that Mater knows.

So, that's a clue that leads Finn and Holley

to the next step in solving this conspiracy, solving this mystery.

They would not have been able to do it without Mater.

And that was a grand design of this conspiracy in the film,

is that if Mater wouldn't have gotten involved,

the bad guy would have gotten away with it.

He would have won.

In this sequence, we establish a photograph of a British engine,

and it becomes a real key throughout the whole spy story.

This engine was based upon a real British engine

that was notoriously unreliable.

LEWIS: There were a lot of different ways

that we wanted to hint at who the bad guy might be

without giving it away.

This is a way to sort of open up the engine compartment.

You see a gas engine.

There's nothing to really connect that to.

It's mysterious in a way.

It's almost as if you saw somebody getting surgery

and their face was covered up, or something like that.

And you'd be like, "This is kind of odd. I wonder why they're doing that."

And that was what was on the device that Mater got,

was this cryptic picture, but it is going to be a link.

But the link ends up being Mater, because he knows about the engine.

He knows it's getting new parts.

And then, Finn can say, "I know a guy who knows parts."

LASSETER: And so, we're off to Paris.

Paris is one of our favorite cities, of course, with Ratatouille,

one of our favorite Pixar films, being all set there.

It was so much fun creating a car version of Paris.

Each of the buildings are recognizable,

but if you look closely, they're all made of car parts.

There's one shot where these two cars are on a bridge,

and Mater passes them and they're kissing.

Well, that is a very special shot in the movie.

That is my tribute to my wife, Nancy,

who is so important to me and all the films we make,

because I always show early versions of our films

to my wife and my sons, and I get their input,

which is so valuable.

It is based upon the Pont des Arts Bridge,

which is in a beautiful spot on the Seine River.

It is our favorite spot in the world, the most romantic spot.

And every time we're in Paris,

we make a point to go to the center of the bridge and kiss.

And so, that is my little gift to my wife.

When we get to the marketplace, the auto parts marketplace,

it is based upon one of my favorite buildings

that does not exist anymore in Paris, is Les Halles.

It used to be the central marketplace for all food and produce in Paris.

It was right in the center of Paris.

All good spy movies have these informants

that are in the shady underworld of the city, and so on.

And so, this is what we wanted to do, is to create this black market,

where the trading of old car parts and stolen goods and things like that.

So, they're all kind of shady characters in this area.

And Mater comes in so excited,

'cause he loves car parts, that's what he knows so well.

And he just is so excited about all of these parts everywhere.

And it was really fun creating each of these booths,

'cause we sort of had this vision that they would specialize.

One guy specializes in hoods, hubcaps, springs, mufflers, tires.

And one that Sharon Calahan,

the director of photography for lighting,

she begged me to have

some booths that were focused on just lights.

And so, there's these beautiful booths that are just the lights all lit up,

and it's really striking.

We wanted it to look like a marketplace

that you saw in a lot of different spy movies

and give it that kind of feeling.

LEWIS: We thought any three-wheeled car,

if it ever took a high-speed turn, would dump over.

So, right down to the shading,

we think about how these cars would be in the real world.

So, if you'll notice the shading on Tomber,

where he would tumble over

is where we've worn out the paint more than other areas,

'cause you figure

that's where he would constantly have those kind of scars and bruising.

And also, Tomber is a play on the French verb "to fall."

LASSETER: I love 3-D. I've always loved 3-D.

My wife, Nancy, and I

took wedding pictures in 3-D back in 1988.

And we made a short film called Knick Knackin 1989

that was actually made in 3-D.

Unfortunately, there was no theaters in the world

that would show 3-D at the time.

And so, we were kind of way ahead of the curve on that.

But as we approach each of our films now,

we make them with 3-D in mind.

And in Cars 2, there's a lot of elements that we wanted to celebrate.

With each of our films, though,

we don't do the gimmicky things, where everything's coming out at you,

'cause I believe that kind of takes people out of the story.

One of the things is in the design of Holley Shiftwell's digital screen.

And so, we have this holographic screen that comes up in front of her,

and where there's a window, it is opaque,

a picture or a map or something like that.

Outside of that, though,

is just this transparent blue that you can see through.

Because part of it was...

It was very important for us to be able to stage each shot

so that you can see her eyes still.

It's really cool in 3-D,

because that screen is sitting out in front of her.

And it's just one of those small things

that was really designed with 3-D in mind.

I'm a big train nut, and I had to have a train in the movie.

And Stevenson is this really cool high-speed spy train.

It was really fun creating him.

All the graphics that you see in our film

are created by the Motion Graphics group.

We nicknamed them the "Pit Stop" group.

The motion graphics are all over this film,

and they did an amazing job.

And one of the things we really wanted to have

was the graphic design to be very cool.

Holley Shiftwell is kind of a new generation spy,

and so, therefore, she would have the latest operating system

from the British Car Intelligence group.

And so, it has a very cool and sexy look to the user interface.

Whenever you see Finn McMissile's graphics,

everything about him we wanted to have old school in design.

As soon as we started Cars 2, we knew we wanted to go to Italy,

because Luigi and Guido are two of our favorite characters from Cars.

And we always had this vision

to go back and go to the town in which they came from.

LEWIS: It has a little central square like this.

And it's one of those towns, the minute you pull in,

you just get that sense of family,

and you could see everybody coming together.

In this case, because it's Luigi and Guido, you have tons of Fiat 500s.

They're all cousins. They're all the same version of that Fiat.

So, you see every different year and version of that car,

which would all be family.

LASSETER: And it's there for a story reason,

'cause we really wanted to give the feeling

that everybody is together with friends,

except Lightning McQueen, and he's really missing his friend, Mater.

LEWIS: He's at a place where he's moping,

and he can't really participate in what should be a fun night, a fun party.

So, it's another way that we can tell everybody he's not himself

and he feels bad about what he did.

LASSETER: Now, Uncle Topolino is based upon a Fiat Topolino,

which is a predecessor to the kind of car that Luigi is,

which is a Fiat 500, or a Cinquecento, as they call them in Italy.

The village itself is a classic Italian hilltop village

that you would find in Tuscany or pretty much all over Italy.

And if you look closely, nearly every building,

especially the church, has got, again, car parts in it.

The fountain in the center,

it's a Maserati car, and the Maserati symbol is the trident.

So, that's why it's holding this trident spear.

And around the base, it has all of the names of the Maserati brothers.

We call this village Carsoli.

This is a play on the name of the ancestral village

of Michael Giacchino, our composer.

His ancestral family home is Casoli.

So, we just put an "R" on there, and it becomes Carsoli.

Uncle Topolino is voiced by the famous Italian actor Franco Nero.

Franco Nero is married to Vanessa Redgrave.

When we contacted her to see if she wanted to do the voice of his wife,

Mama Topolino,

she said, "Absolutely! Yes, yes, yes."

She speaks beautiful Italian.

And it was one of our favorite recording sessions.

She came in with Franco Nero,

and they recorded together doing this scene.

And it was so sweet to see the two of them working together,

and he was coaching her on her Italian to get it just right.

And then, they had this really cute, little argument in Italian

as they drive back into their house.

And so, we asked her if she was interested

in playing a second part in the movie, that of the Queen of England,

and she said, "Yes."

So, actually, Vanessa Redgrave, if you can believe it,

has these two small parts in Cars 2,

that of Mama Topolino and then the Queen of England.

Mater as the German truck with his Materhosen

is kind of the legacy of the one sequence

that was cut out of the movie.

It was the one where they had

a whole section of the film that was taking place in Germany,

and there was going to be a rally race through the Black Forest in Bavaria.

Unfortunately, the number of races cut down from five to three,

and so, that was one that went by the wayside.

But we always loved the idea of Mater in what he called Materhosen.

LEWIS: When you talk about ways that you can express friendship,

one of the things that we thought would be really unique is this idea,

that to a car, a dent is a memory.

And in the case of Mater, who has no vanity,

he would never want to fix a dent that represented a moment with a friend

you want to remember forever.

And so, this was one way that without saying, "He's my best friend,"

is to say, "No, no, no. I don't fix this. I want this."

Which is the essential sentiment there that I think is beautiful.

LASSETER: As soon as we came up with the idea

of Mater being mistaken for an American spy,

we thought, "We have to outfit him with gadgets."

We thought this could be so much fun, because,

of course, the gadgets will be voice-activated.

But this is a British computer,

and it would misunderstand Mater's accent

and potentially could do things a little differently within what's intended.

So, that was the basis of coming up

with this voice-activation of his disguise.

Porto Corsa, Italy. "Corsa" means "racetrack" in Italian.

This is the one town that we made up.

Porto Corsa is inspired by three different places.

One is Portofino, Italy. It's one of my favorite towns in the world.

It's so picturesque and beautiful.

Two, there's an area down further south on the Italian Riviera

that's called the Amalfi Coast,

and there's a town called Positano.

It is just magnificent,

because it's kind of built on this steep cliff

going down to the crystal-clear blue Mediterranean,

and it's just absolutely breathtaking.

And the third place that Porto Corsa is based on is Monte-Carlo.

Now, technically, that's not Italy.

But it is a beautiful, beautiful town,

and they have that amazing Formula 1 race every year.

And it was such an inspiration

for the World Grand Prix race that runs through this town.

And, of course, the famous casino in Monte-Carlo

was the inspiration for the Porto Corsa Casino.

We wanted to establish the World Grand Prix

as the biggest sporting event in the world,

and so, therefore, each of these races would have the biggest movie stars,

the royalty, everybody who's important being there.

And in Italy, we thought, "Why don't we have the Pope show up?"

Of course, in the Cars world, the Pope is the Popemobile.

But then, we thought,

well, the Popemobile is actually there to protect the Pope,

so we had a Pope car inside the Popemobile.

So, there's a Popemobile inside the Popemobile,

and it was really fun creating it.

And we were kind of nervous about,

"I wonder if the Catholic Church or the Vatican would be okay with this?"

Well, guess what? The producer of Cars 2, Denise Ream,

her cousin is a priest in the Catholic Church.

And he took a look at the designs

and gave us an official Vatican imprimatur,

the stamp of approval.

Of course, Porto Corsa is Francesco's home track,

and we thought it would be really fun to show his mama.

And we designed Francesco Bernoulli's mama

to be based upon these vintage Formula 1 cars

that are so beautiful and very simple with the wire wheels and so on.

And there was one era where they had the exhaust pipes,

the headers coming off of the engines were kind of braided.

And we looked at it,

and it almost looked like braided hair.

Also, her helmet is the really cool, old vintage racecar helmets.

Our team went to see the Formula 1 race in Monte-Carlo,

and one of the things that you always notice

is how the harbor is full of these magnificent yachts.

And again, every vehicle in our world is a character,

so we created a whole bunch of yacht characters.

LEWIS: For some reason, bad guys in spy movies,

you can always put them in a casino.

It's just... They get a back room, you know.

Everybody's looking the other way.

So, we were looking at all the different spy movies out there.

You kind of go, "It would be really fun to have a card game,

"or something like that."

And Mater sitting at the table with these other bad guys

would be just super funny, right?

So, it was an idea that we, from the very get-go, had,

and to see it kind of come to fruition after the story demanded it

was really, really nice.

LASSETER: The scene where Mater is talking to Finn McMissile

over their walkie-talkies

is one of the most important story arcs for Mater's story.

This is where Mater finds out how the world actually thinks about him,

that they're not laughing with him, they're laughing at him.

It just broke my heart

when I read the script pages the first time in the story room.

It just made me feel so sad for Mater,

and I knew that was the right emotion you wanted to have.

And it really sets off the rest of the film,

because now Mater is questioning himself, his ability,

and the fact that no one trusts him,

no one has faith in him, no one will believe in him.

When we put this whole scene together,

it became much more effective than we even thought.

You can't help but love Mater.

It actually is really sad to see an innocent character like this

actually discover what people really think about him.

You know, you couldn't help but feel sorry for him.

LEWIS: The big question is,

is Mater starting to feel any of this pressure?

Because if you keep him too ignorant of this for too long,

I don't think we're going to connect to him and to his travails.

So, in this moment, he would be naturally nervous

before having to go and pull off this event.

He knows he's going in to do this disguise thing.

We build in some of that innocence and vulnerable nature of Mater's,

that he's just gotten a little bit hurt

and he's starting to get a little bit self-aware in that moment.

LASSETER: The Porto Corsa Casino, it's car-ified.

If you look closely, all of the decorations outside and inside

are based upon car parts.

And as you come inside, take a look closely,

'cause there are gold statues that we call the "cargoyles,"

these great little statues of cars that the art department has created.

The murals on the wall are all car images.

They look like cherubs, and it's fantastic,

these classic European and Renaissance paintings,

but they're all cars in the paintings.

It was fun designing the different kind of slot machines

and roulette tables and craps tables that they would have in a car casino.

As Mater comes into the back room where the heads of the lemon family,

or, as he calls them, "lemon-heads," are,

we wanted to make this back room to be really fancy and opulent.

And it's a big party that they're throwing.

And they have embraced that they are lemons.

You know, it's something that none of them like being,

and they are carrying a chip on their shoulder,

and they kind of hate the world,

for the world turning their back on them because they're lemons.

But they have taken it, and they've embraced it.

So, if you look closely,

every bit of decoration in this back room is lemons or based upon lemons.

And the party hats.

Even when they have party hats, they've got lemons on them.

This is the scene where Finn McMissile,

Holley Shiftwell, and Mater

all find out what the bad guy's plan is all about.

And all the pieces of the puzzle are put together, except one.

Who is this guy?

On the video, it's exactly the same engine

that they saw in the photograph.

But they don't know who it is, his voice, his disguise.

Now, of course, this is Miles Axlerod, and Eddie Izzard does the voice.

The structure of this sequence is, this is where the bad guy

states his view of the world.

So, we had Eddie do this fantastic bad guy monologue.

Steve Schaffer, the editor, just did a simple pitch shift

to drop his voice to be much deeper.

And we all loved it. It was so creepy sounding.

And it's amazing how you could not tell it was Eddie Izzard's voice.

But we wanted to have Holley Shiftwell,

with all her technology, not be able to decode the voice's disguise.

We wanted it to be too sophisticated.

So, we had Tom Myers, our sound designer at Skywalker, take it

and he did this really interesting disguised voice.

He kept it as low as we had it,

but it fluctuated in this really kind of interesting and creepy way.

Something that you would buy that Holley couldn't decode.

This is where Finn finally discovers

this TV camera that he saw in the very first sequence

out in the middle of the Pacific Ocean on the oil derrick

and what it's used for.

Then, he is determined that he is going to stop them.

We were very excited about this sequence.

Having Finn at his best of racing across this crowded city

that a world-class race is happening at,

and he has to get across the city, up on this tower,

and try to stop these guys.

And we really had fun laying out

and animating this sequence with Finn McMissile,

because we wanted him to be so cool and very skilled

as he drives across the roofs, and across this bridge,

and up the side, and these narrow streets and so on.

And it really has this kind of classic, spy movie chase.

We studied lots of fantastic car chases

that inspired us for this sequence.

It's all there to make you feel like Finn is going to make it.

He's going to get there, he's going to stop them.

And what you don't realize is this was a trap.

The big wreck was one of the more challenging scenes to do,

because we wanted the wreck to have impact.

We wanted to feel like,

"Oh, my goodness, these guys are getting hurt."

We didn't want to kill the characters,

but we wanted to feel like this was something out of the ordinary,

something that was really scary and dangerous for all the competitors.

LEWIS: Getting McQueen and Francesco out front

where all this tragedy

has happened, unbeknownst to them, is really important,

because we really needed McQueen to win a race.

But if it started happening beforehand,

he would look heartless once again if he won the race.

So, in this case, they're out ahead,

it happens to the gang behind them,

and then, the minute they see it, they both drop everything

and they go after their friends.

So, you see how they're competitors

who ultimately care about each other and are connected.

One of the fun things here is,

it looks like everything is going their way,

but the idea here is to keep the pressure on Mater.

And although he's not aware that things are falling apart,

he also is still in the belly of the beast, and he hasn't heard from Holley.

He's getting a little bit nervous.

I think there's also a fun element with the bad guy never showing himself.

On the one level, you can say it's 'cause he wants to stay a secret,

but there's also a certain cowardice to it.

And I think that's another element

and something you end up disliking about a bad guy.

It's like, "And they're a coward while they're hurting people?

"That's just not right."

LASSETER: We had this idea that we wanted

his disguises to go on the fritz

and go through each of the funny disguises

that you had seen before.

And all the meanwhile,

playing the really funny Mexican hat dance, taco truck horn.

And it turned out to be really funny,

'cause for all the bad guys in the room,

they're looking like, "What is going on here?"

And then, they realize it's the American spy.

Well, as he's surrounded by all these guns,

every car draws a gun.

He is outmanned, and this is where his British computer

misunderstands what he says.

It's one of the ideas that we had from the beginning,

of how funny it would be to have a British voice-activated computer

not quite understand Mater's accent.

And this has been one of the most challenging things

for all of our partners to do,

all the foreign language versions of this movie.

Because it works so well in English

that "dad-gum," which Mater says all the time,

could be misconstrued to say "Gatling gun."

We had so much fun having Mater shoot up this back room.

And if you notice, he doesn't hurt a soul.

Mater can never hurt a soul,

even with too many guns going crazy in the back room.

And he hits the lemons, he hits the wig off of one of the statues.

Even the paintings. He doesn't even hit a car in the paintings,

he goes right in between them.

But as we were designing the sequence,

I wanted it to be, from the bad guys' point of view,

the greatest self-extraction,

but it was all the computer misunderstanding

what Mater was actually saying that caused this all to happen.

But from the bad guys' point of view, it was awesome.

And this was all set up so that the next time you see him,

he looks like an absolutely insane fan.

This came out of a story sketch

that the story artist, Kevin O'Brien, did,

and it just cracked me up that the hotel sign

would look like a rapper's necklace that says "hot."

And he's got all his Francesco paraphernalia like he's a huge fan.

And he's wearing the palm fronds, and it almost looks like a tropical hat.

And it just cracked me up.

And so, we said, "Oh, we've got to do this."

And it took quite a bit of effort for our character team

to make this happen,

but it looks fantastic.

In this sequence where Mater is trying to warn McQueen,

we originally had it to where he would actually come up

and talked with McQueen,

but McQueen really thought his friend...

There was something wrong with his friend, that he was kind of crazy.

But it just never quite worked because we thought,

"Oh, man, McQueen, if he would see his friend,

"he would just want to be with his friend."

It just wasn't quite working until we came up with the idea

where Mater never quite gets to his friend.

He's trying and trying and trying and trying.

And so, once we came up with this idea, everything clicked.

And it's one of these wonderful twists that these spy movies have

that we were excited when we came up with this idea.

And it worked so well to just play into the expectation

that the audience would have, that Mater and McQueen

are going to get together, but they actually don't get together.

And this dream sequence was really fun for us to create,

because we wanted to go back

and have that opportunity for a character to see things

that happened earlier in the film,

but look at it from a different point of view.

And that's why we took the camera and had Mater kind of floating.

And we're looking over,

it's like these scenes that happened in the film.

These are the actual scenes, the same animation,

but we just take a look at it from a slightly higher point of view.

And that's the kind of neat thing about computer animation,

is that you can actually take a look at these scenes

from a different point of view.

And it really gives it a different perspective.

And we made him feel a little smaller,

like you were kind of in this out of body experience.

You're with Mater looking down, and we created a vignette,

like these little scenes are in a spotlight

to where it's all dark beyond this little vignette.

And so, it basically progresses to show Mater

what people actually think of him.

It's interesting how you have an idea,

and then you have to go back way earlier in the film

and set something up.

So, we added the gong in the Japan party

just so we can have Mater saying, "Bang a gong, get it on,"

then slamming the gong,

so that then we could transition into the gongs of Big Bentley.

I don't know if you ever had a sound that you hear

when you're sleeping, and it becomes a part of your dream.

But that was sort of this whole idea of transitioning from the dream

into the Big Bentley sequence.

LEWIS: It's now to the point where Mater now is also saying,

"Let me be clear about this.

"I've been sort of letting these things go,

"and there's been a slight miscommunication.

"My friend's in trouble, and I'm not a spy."

And he's done with it.

In a way, the first time we've ever seen Mater in his life

actually take a stance and say, "You've gone over the line."

And for a character like Mater, that's a big line to have gone over

because of who he is.

LASSETER: Big Bentley was based upon Big Ben in London.

We wanted to create

this really dramatic, scary, dangerous sequence

inside Big Bentley in the gears.

So, we did research.

What did the gears of the real Big Ben look like?

Well, to our surprise,

they're actually the size of a large table, and that's it.

And we were a little disappointed, kind of going, "Really, that's it?"

And it's one of the times where we go, "Well, you know, this is a movie.

"We're just going to make them really big."

So, we kind of conceived of this whole classic bad guy

tying someone up to something, and they will die eventually.

So, it's a very clever thing

where Finn and Holley are tied to this really big gear

that's going to rotate into a corkscrew gear,

that's called a worm gear,

that's gigantic and it's just going to crush them.

And Mater is hanging by a rope, and he's dangling right over

the nastiest-looking gears grinding away.

So, he'll just be chewed up to bits.

That's a good way that the bad guys in this film

would get rid of the good guys.

Of course, having the final race in London, England,

we had to have the Queen as a car.

And so, we decided to have a Prince character.

They're both based upon Bentleys.

Of course, the Prince is a new modern Continental GT,

which is one of my favorite cars.

And the Queen is sort of a car we made up

that's based upon the old Rolls-Royce and Bentleys

that you see the royal family use.

We just loved the idea of the Queen having a crown,

but we thought, we just don't want to put a crown on the top of a car.

And so, we really started thinking about it

and researching what would be the proper kind of crown

that a car would have.

And so, we discovered old luggage racks.

And we looked at them and we thought,

"Well, hey, if you just kind of made it a little more fancy

"and put big jewels on the top, it almost looks like a crown."

And so, her crown is based upon an old luggage rack.

LEWIS: The sets and modeling team did just a mountain of work in this movie.

Any movie where you have episodic things taking place

in a variety of different environments,

it can be a non-starter in the world of computer animation, even today.

But these guys were undaunted and tackled it

in a way that was... It was amazing.

And the flexibility, ultimately, that they give the filmmakers in the movie

meant that we could really go for the whole entire concept

of what we wanted. We were never limited.

So, the narrow escape route was always a difficult thing designing.

How would Mater escape, but these great spies wouldn't escape?

At one point, we thought Mater might actually be on the pendulum

going back and forth, which could be pretty funny.

But I think it proved distracting.

But, nonetheless, he would be held in a different sort of way.

And ultimately, it couldn't give you an indicator that there was anything up.

It had to look like he had a genuine escape

that was unique to his situation, without making it look like

he was much smarter than these much more experienced spies.

LASSETER: Sharon Calahan and the lighting team

had so much to do in such a short amount of time.

Everyone was very worried

whether they were going to be able to get the movie done in time.

So, Sharon and I started talking about ways that maybe we could

be creative about making things

possibly a little easier for the lighting team.

And knowing how the lighting system works,

we thought, "Why don't we have London be overcast?"

Direct sunlight is more challenging for a lighting artist to do,

because you have to deal with the direct shadows,

the direction of the light source,

and be constantly shifting that, depending on where you are in the set.

Overcast lighting, there's no direction to it.

It just comes in equally from all sides.

And every time I've been to London, it is overcast.

So, I thought, "This is appropriate."

So, it started as a time-saving thing for the lighting team.

But when she first started doing the master lighting,

I realized, "This is beautiful,

"this real rich, overcast look."

And while we were working on this sequence,

the royal wedding of Prince William and Kate Middleton happened.

And I came in early that morning and went to Sharon.

I said, "Sharon, did you see the royal wedding?

"It looks exactly like our scene in London.

"It's amazing how dead-on we are."

We wanted to have Holley Shiftwell have cool, cool, cool gadgets.

But none is cooler than the fact that she can fly.

And we decided to hold off on this until the third act.

And I just love the reveal of her wings and her tail fin.

It was really fun working with Jay Shuster

in designing how Holley Shiftwell could have wings and the tail fin.

Mater's air cleaner is such an important part of his design,

it's like his nose.

And it's just right there, right in front of him.

And so, we designed the bomb to fit into the air cleaner

so that he could do this comical

blowing his nose and popping the air cleaner off

and revealing this bomb.

The London race was really fun to plan,

because we wanted it to go past all of the landmarks of London.

And honestly, we could have a whole movie of just the race scenes,

because we were having so much fun creating them.

But we knew this was the third act.

This is where the whole spy story was coming to a head.

So, we had to select just our favorite shots.

The private boxes that Professor Z is up in

and that houses the pits as well,

those were actually designed for the French race,

the 24-hour Le Mans-style race that was going to happen in Paris.

So, these were originally designed for that race.

But I thought they were so beautiful, and when that race got cut from the film,

I thought, "Well, let's just use these in the London race."

Harley Jessup and the design team

designed this unbelievable graphic identity for the World Grand Prix.

All of the Olympics nowadays has some sort of cartoon mascot,

so they created, for the World Grand Prix,

a cartoon character of the globe.

And, of course, they named him Globie.

And then, we created this gigantic, inflatable Globie,

and it turned out to be the perfect thing we needed

for Professor Z's escape out of the private box in London.

So, yay, Globie!

I could not believe that we built the entire city of London.

It was so magnificent. I've been there many times.

I love London. And this looks just like London to me.

But when you look closely, it isn't,

because this is a Cars version of London.

I love the car-ified version of the Tower Bridge.

If you look closely, there's so many car parts all around it.

Riding along the River Thames,

there by the Tower Bridge and the Tower of London,

turned into one of my favorite sequences in the film.

The combat boat is there,

and this magnet comes out again,

and I just love the effect that was created

for the magnetic force that's pulling

Professor Z and Finn McMissile together.

It's just this fantastic effect

that is warping the background.

And the sound is fantastic in this sequence and everything.

And I love the fact that Finn McMissile is so cool here.

He's going to lose. He's outmanned by this...

This magnet is so powerful.

It's just pulling all of his weapons right out of him.

And he is toast.

One of the biggest challenges of all the effects in the movie

was this gigantic water explosion of the boat blowing up.

We just wanted to have this huge mountain of water come up.

LEWIS: This is what we thought would be the perfect comeuppance

for Grem and Acer.

They'd be thrown into a pub, they'd spill all the pints of oil,

and that'd really rub the working class the wrong way.

LASSETER: There's this one shot where there's a pint of oil

sitting there, right in front of us,

and it's beautifully rendered and it drops to the ground.

Well, that shot, my friends,

had the longest per frame render time in the entire movie.

Every frame took 112 hours to render.

So, needless to say, I was going to final it on the first take.

But in digital dailies, I'd made a joke

that I had a comment about the rendering of the glass.

And it was dead silence.

You could have heard a pin drop on a carpeted floor.

I said, "Guys, it's a joke. Relax."

LEWIS: It was a huge chore for us

to figure out how this bomb was going to go from

a trigger bomb to a countdown bomb.

And Ben Queen, the writer, came up with this really elegant idea

that it would be voice-activated,

and when it would start to count down,

that only the voice of the one who armed it

would be able to deactivate it.

Which meant that we could race right up to one second,

as long as we were right next to the guy that set the bomb,

we could safely do that.

And it was just sort of a brilliant idea

that really worked for the pressure of the situation.

LASSETER: My first trip to London was June of 1979,

right when I graduated from CalArts.

It was the first time I was ever out of the United States.

And I'll never forget being in London,

and the thing that stood out to me the most

were the double-decker buses and all of the London taxicabs.

So, as we started thinking about the cars that we needed

that would be unique for the London sequence,

first and foremost was the double-decker bus

and the London taxis.

I loved the way the double-decker buses

were designed, because it has that

individual cab for the driver to drive in,

but they designed it as a monocle.

I thought it was one of the best conversions of a real vehicle

into a character that we did in Cars 2.

When Mater has his moment with Lightning McQueen,

and these two friends come together,

and McQueen says those wonderful words to him about,

"This isn't Radiator Springs." "Yes, it is.

"You're yourself in Radiator Springs. Let other people change.

"You just be yourself."

And it gives Mater the confidence to believe in himself,

with his best friend by his side forever,

and he becomes Mater the spy at that point.

And this is what I always wanted, that Mater be comfortable

with his gadgets now and do it his own way.

But if you listen to the music,

what Michael Giacchino did here was so brilliant.

He took that fantastic spy theme that's played with a surf guitar,

and he plays it with an electrified banjo.

It's now the spy theme,

as cool as it's been throughout the whole film

with Finn McMissile, now it's Mater's.

So, it shows how everything we do is there to help tell the story.

I love the design of Buckingham Palace with the...

If you look closely, you see the headlights and the grille

in the columns out front.

The stand in which the Queen and the Prince

are watching the race is actually based upon

the stage in which Prince Charles was crowned as the Duke of Edinburgh.

It was a really beautiful stage that they had designed for him.

So, that's where the inspiration for that came from.

The big climax of Cars 2,

where Mater confronts Miles Axlerod.

When we came up with this idea, it was like, bing!

We'd got the ending of our film.

We got the third act climax of our film.

But it was a challenge.

We had to then work backwards from that.

We wanted to have Mater be confident

in who was the bad guy.

Who was the guy that was behind all of this?

But we wanted it to be him and him alone that believed this.

Finn McMissile didn't see it coming.

Holley Shiftwell didn't see it coming.

Lightning McQueen, no one predicted this.

It's just Mater,

so that at that point, everybody thought Mater was crazy.

So, on a world stage, with the entire world watching on TV,

Mater goes within one second from becoming

the biggest idiot in the world to the most brilliant guy in the world.

We knew that this could be a fantastic ending of the film,

especially for the theme of the film

where Mater really believes in himself

and he is comfortable with exactly who he is.

Once we had this ending, we went back,

and the entire story had to be structured

so that it all led up to this moment.

It really was interesting to work backwards.

And this is where the photograph of the engine

became very important,

to take everything that Miles Axlerod did

and make it to be the most positive, philanthropic kind of character.

That he was the ultimate good guy,

and the bad guy was this mysterious car,

and we tried to make every pointer go away from Miles Axlerod.

And all of the clues that led to Mater's discovery

were these little, minute details that only Mater would know,

that no one else would know.

In the early development for Cars 2,

one of my absolute favorite drawings that came out of the art department

was the idea of what the Queen's Guard in London

would look like as a car.

I thought we have got to get these in the movie

so Mater can make faces at them.

'Cause that's what everybody does when you're in London.

And I thought that would be the easiest animation to do,

because you come up with one pose,

and that's it, you're done with the shot.

So, we finally figured out where to put it,

right at the beginning of his knighting ceremony.

As we created the scene in the story reel,

we were sitting in editorial.

Steve Schaffer, the editor, and I realized that the longer we took

to raise her electric antenna, the funnier it got.

And it got even funnier when they animated it,

and Tom Myers put the sound to it.

It turned out it was actually quite difficult

for Larry the Cable Guy to get this right,

because it was a real tongue twister.

We must have went over this a dozen times

before he got it right.

But when he did, he nailed it.

I love epilogues.

I'm going to say it, I love epilogues.

I love how great epilogues

will tie together all of the characters and the bits and pieces of the storyline.

And we really wanted to have Mater back in town

as Sir Tow Mater, hero of the world,

doing what he always does, telling stories.

And it sounds just like one of his tall tales,

but this time, we know it really happened.

We wanted to have Holley Shiftwell show up.

We originally didn't have

Holley Shiftwell say that she was Mater's girlfriend.

But it was at our December recruited audience preview in Sacramento,

in the focus group there was one woman

that really, really, really, really wanted Mater to have a girlfriend.

And we looked at each other quietly in the back and go,

"That's not a bad idea."

I love the thought that somewhere in Sacramento,

there is this woman who came to our preview

that had a huge effect on the end of the film.

So, if you're listening to this, thank you.

LEWIS: You know, one of the things about Mater in the...

When you really watch the first Cars is, you know, we...

After making that, you get familiar with who he is as a character.

And in some cases, Mater comes off as just sort of a goof,

or not smart, or something like that.

But if you really watch it when you watch that movie,

and you really connect to it, what you realize is

he's just open, and vulnerable,

and he loves everybody, and he's got...

He's got a character that you wish all your friends had, really.

And maybe some piece of you, you lost when you were young

that you wish you hadn't lost.

So, you slowly but surely fall in love with Mater

the more you start to really understand who he is as a character

and how he sees the world.

When Holley says, "Mater's massively charming,"

she's exactly right.

And the fact that she kept the dent, that's her lesson.

It's like, life isn't about being pristine and new.

Life is about hanging on to memories that are important to you.

And it tells us she's sweet on Mater.

And that's really all you need to know.

We just thought it would be so fun to have Francesco come

and actually meet Sally.

And McQueen, on some level,

he knows Francesco now, and they're kind of friends.

But Francesco is such a big personality,

and we always have fun with the idea that an open-wheel car

is the equivalent of a guy who's a total beefcake

in a tank top or something,

and that Sally would think that he was this handsome Italian fella,

and McQueen could never be that.

LASSETER: Also in the epilogue, we wanted to bring together

all of the racecars

to show that they're all okay.

There's no cameras, no TV, no award.

They just come to race.

And this actually is an idea that we had in the first Cars.

There was originally going to be

a Radiator Springs Grand Prix in the first movie

early on, and the story shifted and changed.

And so, it's kind of fun at the end of the second movie

that we finally have the Radiator Springs Grand Prix.

And we designed this to be an old school race,

very, very similar to the early Grand Prix races

through the streets of Watkins Glen, New York,

where the whole racetrack is just outlined with hay bales.

So, it has a real old school race look.

So, the last interchange with Mater and Finn McMissile and Holley Shiftwell.

I wanted to parallel the very end of Cars.

And if you compare the dialogue,

it's word-for-word the same right at the end

with Mater and Finn as it was with Lightning McQueen and Tex.

But instead of the... Wait, there is one thing...

And in the first movie, you cut to Mater flying in a helicopter.

In this one, Mater goes, "Wait, there's one thing," you cut,

and it's Mater with the rockets.

We love the idea of Mater having the rockets

and ending the movie with this real high energy.

And then, with my wife, Nancy, and my son Sam's idea of Otis,

we thought this would be hilarious

for Mater to pick him up going 300 miles an hour

and tow him right back to Ramone's again.

And I'm sorry, I just can't help myself. I keep adding on to the gag.

And I thought that, boy, Otis would be sitting there a long time

and be covered with a lot of dust.

And so, when Mater yanks him, I had the effects department

do an exact outline of Otis in particle systems

so that the dust would still be the form of Otis,

and then just drop to the ground.

It started with just the hubcaps, and then I had to add the dust.

So, I can't help myself.

So, that's why I always say that Pixar films

are never completed, they're just released.

In the first Cars movie, we had Brad Paisley,

the great country artist, do a song for us.

He was so inspired by the movie, he actually wrote a second song

that we weren't expecting.

And it was absolutely beautiful,

and we put it at the end of the end credits.

Since then, we've all become very close friends with Brad Paisley,

and I asked him to do a song for us again,

but I didn't want him to do a country song.

I said, "Brad, I want to challenge you. I want you to do a rock and roll song."

And we had the idea to pair him

with a really talented European rock star.

And so, he said yes. He was very excited.

And so, we were so lucky

to be able to get him and Robbie Williams,

the amazing singer from the UK.

And these two had never met each other,

and they came and watched the movie together.

And you could tell right away

there was great chemistry between the two.

They got together at Robbie's house, and in one day,

they wrote the song Collision of Worlds,

and we recorded it in Hollywood at Capitol Records recording studio.

It's amazing how their voices just blended together so beautifully.

And I just love this song.

And it really inspired us to have the visuals of the end credits

to be something special.

Let's tell the story of Lightning McQueen and Mater

heading home from England after Mater's been knighted.

And we see their journey home in photographs and postcards,

all with different maps of where they went as a background.

And I asked Pixar artist Andy Jimenez to head this up,

because he does this kind of work so beautifully.

And when we got the song from Brad and Robbie,

it just came together.

And we're so proud of this end credit sequence,

and it looks fantastic.

LEWIS: A lot of these little vignettes were early story ideas that we had,

like the running of the bulldozers.

Initially, we thought we would

connect different events that Mater would have to go through

in this as this innocent caught up in Europe,

in these iconic events in Europe.

You know, see the Palio, the Running of the Bulls.

There's an Oktoberfest element in these, the tomato festival...

And so, some of these different boards that you see

were from these things that were in our earlier story versions,

which is a really nice way to use some content

that might otherwise never be seen.

LASSETER: So, in typical fashion,

Brad Paisley, after seeing the movie

and us asking him to do just one song,

he wrote a second song for us as well.

He was so inspired by the scene

in which Mater, talking to Finn,

finds out about how everybody feels about him,

that everybody's laughing at him, not laughing with him.

So, he wrote this song called Nobody's Fool.

And it's the perfect way to finish Cars 2.

And with that, I'm finished with the Cars 2 commentary.

Thank you, everybody, for listening.

Bye-bye, everybody. See you at the next movie.