After Mater gets his best friend, star race car Lightning McQueen, a spot in the very first World Grand Prix, he is given the job of pit crew chief. But while they are in Japan, Mater crosses paths with Holly Shiftwell, a spy searching for an American spy. Unknown to Mater, the American spy attached a tracking device on him while being attacked. Thinking the tow truck is the spy, Holly and another spy, Finn McMissile, take Mater around the world to find and stop an evil plot created by 'lemons,' old cars considered ugly.