User:I1P3GYTR9/Cars 2 - Director Commentary

This here is a transcript of the director commentary for Cars 2, featuring John Lasseter and Brad Lewis.

Cars 2 - Director Commentary

01. Communiqué

JOHN LASSETER: Hi, this is John Lasseter, director of Cars 2.
BRAD LEWIS: Hi, I'm Brad Lewis, co-director of Cars 2.
JOHN LASSETER: To open Cars 2, we knew that the audience would be coming into the theaters thinking about Cars 1.
JOHN LASSETER: 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.
JOHN LASSETER: We want to find something new and something different, a different type of story to be told.
JOHN LASSETER: And so, it's really important for us to have the sequels be as good as the original, but in a very different way.
JOHN LASSETER: It's a movie called Cars 2, yet we start with a boat.
JOHN LASSETER: I thought that was really fun.
JOHN LASSETER: The inspiration for Cars 2 really came from three places.
JOHN LASSETER: One, back when we were working on the first Cars, there was a scene where Lightning McQueen takes Sally on their first date.
JOHN LASSETER: That scene was actually put into a drive-in movie theater, originally.
JOHN LASSETER: We needed a movie to be playing up on the screen, so we got carried away developing that movie within a movie.
JOHN LASSETER: And the reason why we developed a spy movie is because I love spy movies.
JOHN LASSETER: I have five sons, and we are crazy for spy movies.
JOHN LASSETER: Love the Bourne movies, Bourne Identity, Supremacy, and Ultimatum.
JOHN LASSETER: 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."
JOHN LASSETER: Because, you know, cool cars are just a part of spy movies.

02. Meet Finn

JOHN LASSETER: And in the case of our world, the spy and the spy car are one and the same, so that'd be pretty cool.
JOHN LASSETER: So, we developed this movie within a movie, and that's when we created the character of Finn McMissile.
JOHN LASSETER: And he was a really cool cat. It was really fun.
JOHN LASSETER: 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.
JOHN LASSETER: So, the movie within a movie got cut.
JOHN LASSETER: But at Pixar, good ideas are never forgotten.
JOHN LASSETER: So, I kept this "spy movie idea as cars" in the back of my head.
JOHN LASSETER: I thought it would be something really cool.
JOHN LASSETER: 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.
JOHN LASSETER: So, every country I went to, I was looking out the window and imagining what Lightning McQueen and Mater would do in these situations.
JOHN LASSETER: 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.
JOHN LASSETER: And the beautiful neon lights and stuff.
JOHN LASSETER: In England, driving on the wrong side of the road, you know, what would Mater do there?
JOHN LASSETER: In France, the gigantic roundabout around Arc de Triomphe.
JOHN LASSETER: In Italy, where traffic signals are just a mere suggestion of maybe what you might want to do, and all the scooters.
JOHN LASSETER: It's just something unique.
JOHN LASSETER: 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."
JOHN LASSETER: And the third inspiration for Cars 2 came from...
JOHN LASSETER: The international press junket for Cars was in Barcelona, Spain, in conjunction with the Spanish Grand Prix.
JOHN LASSETER: And it was the first Formula 1 race I'd ever been to.
JOHN LASSETER: Wow! No wonder everyone loves Formula 1.
JOHN LASSETER: It was fantastic.
JOHN LASSETER: The cars were gorgeous. The sound of the cars was amazing.
JOHN LASSETER: The pageantry, it was so glitzy and glamorous.
JOHN LASSETER: It was totally different than what I was used to at NASCAR races.
JOHN LASSETER: 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.
JOHN LASSETER: And so, in thinking about spy movies, they do go around the world to all these amazing locations.
JOHN LASSETER: 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.
JOHN LASSETER: 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.
JOHN LASSETER: And we thought, "Oh, that is something really cool."
JOHN LASSETER: And it's also really different than the original.
JOHN LASSETER: 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.

03. Escape

JOHN LASSETER: It kind of went away for a while in the story development.
JOHN LASSETER: But then, we had this vision of the oil derricks and having this exciting spy opening out in the middle of the ocean.
JOHN LASSETER: 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.
JOHN LASSETER: 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.
JOHN LASSETER: I thought, "Oh, this is something the audience would not expect."
JOHN LASSETER: 'Cause they would be expecting things from Cars 1, NASCAR-style racing, Radiator Springs, McQueen and Mater.
JOHN LASSETER: And to introduce it out in the middle of the ocean with this little boat, and on the boat, there's a car.
JOHN LASSETER: And what is he looking for? He's looking for a car.
JOHN LASSETER: The audience would be going, "What is going on here?"
JOHN LASSETER: And that's exactly what we wanted the audience to feel.
JOHN LASSETER: This whole spy opening really is there to introduce this new character for Cars 2, Finn McMissile.
JOHN LASSETER: 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.
BRAD 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.
BRAD LEWIS: So, Finn really looks like this little guy in the middle of this chase of massive proportions.
JOHN LASSETER: So, with great spy movies, they typically start with some cool sequence that just gets you into the story, right?
JOHN LASSETER: So, we thought, "Who's the ultimate bad guy in a world where cars are alive and there's no humans?" Right?
JOHN LASSETER: So, I'm thinking big oil. Right? 'Cause that's what all cars need.
JOHN LASSETER: 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."
JOHN LASSETER: Something that could be really fun to tap into.
JOHN LASSETER: 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."
JOHN LASSETER: What was exciting for us is to have maybe a collision of worlds.
JOHN LASSETER: 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.
JOHN LASSETER: That's the promise of the movie.
JOHN LASSETER: These two worlds are going to collide somehow.
JOHN LASSETER: And I just wanted the audience to go, "I'm in."

04. Radiator Springs

BRAD 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?'"
BRAD LEWIS: In the back of your brain, you're going to be going, "I'm not sure how these things are going to get together."
JOHN LASSETER: Reestablishing Radiator Springs in Cars 2 was, I think, the hardest sequence in Cars 2 to get right.
JOHN LASSETER: In the production, we always have just one recruited audience preview.
JOHN LASSETER: It's usually when we're about halfway to 60% finished with the animation, and we still have a little story development time left.
JOHN LASSETER: I love bringing my family, so they can see the movie and I could get their impressions as well.
JOHN LASSETER: So, we were on our way home, and I asked them what they thought of the movie.
JOHN LASSETER: And my son, Sam, first mentioned, he said, "Dad, I'm a little worried that kids won't understand what a 'lemon' is."
JOHN LASSETER: And my son is 18, and it dawned on me, "Wait a minute. In his lifetime, cars basically have been reliable."
JOHN LASSETER: 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."
JOHN LASSETER: When I heard that, it was like, "Well, that's about as obvious as it gets. Why didn't I think of that myself?"
JOHN LASSETER: So, she was right, and it was a great idea.
JOHN LASSETER: And so, we created Otis, the town lemon.
JOHN LASSETER: We got Jeff Garlin to come in and do the voice.
JOHN LASSETER: The name is inspired by Otis, the town drunk from The Andy Griffith Show.
JOHN LASSETER: And this all came together so fast, but it just was meant to be.
JOHN LASSETER: One of the things that was really important for me in Cars 2 was to pay tribute to Paul Newman.
JOHN LASSETER: Paul Newman was such an important part of Cars with the Doc Hudson character.
JOHN LASSETER: We all became such close friends with him.
JOHN LASSETER: He had an incredible passion for racing, and it just was infectious and we all got it.
JOHN LASSETER: And it created this amazing character of Doc Hudson.
JOHN LASSETER: 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.
JOHN LASSETER: And so, we wanted to pay tribute to him in a way.
JOHN LASSETER: And so, we came up with this idea that they renamed the Piston Cup the Hudson Hornet Memorial Piston Cup.
JOHN LASSETER: We don't really say what happened to Doc Hudson, but he's just no longer with them.
JOHN LASSETER: And they've taken his doctor's office and turned it into a museum.
JOHN LASSETER: 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.
JOHN LASSETER: And it pays tribute to the Doc Hudson character.
JOHN LASSETER: And, to me, it just pays tribute to Paul Newman.
JOHN LASSETER: We come out of that scene to reestablish how this friendship has grown since the last movie.
JOHN LASSETER: 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.
JOHN LASSETER: We originally had them standing around talking about all the stuff he wanted to do.
JOHN LASSETER: Finally, we all looked at each other and said, "Well, let's not just talk about, let's show it."
JOHN LASSETER: 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.
JOHN LASSETER: We wanted to establish that Lightning McQueen was just totally worn out after this day of Mater fun.
JOHN LASSETER: McQueen is just completely tired.
JOHN LASSETER: All he wants to do is to have a nice, quiet dinner with Sally.
JOHN LASSETER: But Mater just assumes that he's going to do absolutely everything with his best friend.
JOHN LASSETER: Every second of every day to make up for the whole summer of McQueen being gone.
JOHN LASSETER: 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?"
JOHN LASSETER: And it was actually a real challenge to figure out a way to have McQueen say this without him seeming like a jerk.
JOHN LASSETER: We wanted to establish a friendship, but we didn't want McQueen to come off unlikable.
JOHN LASSETER: And that's when we said, "Well, let's just have them go off and do a day full of stuff."
JOHN LASSETER: 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."

05. Mater Calls In

JOHN LASSETER: We thought, "Where would they go to dinner? Where would be a nice, romantic dinner?"
JOHN LASSETER: 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."
JOHN LASSETER: 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.
JOHN LASSETER: And that became kind of a mantra for Cars 2, is to like, "Let's make it someplace we want to go."
JOHN LASSETER: We figured that some of the townspeople might have second jobs at this restaurant.
JOHN LASSETER: And we thought, "Who would be the best bartender in town? Guido."
JOHN LASSETER: So, he makes the most amazing, fancy cocktails made from oil and different engine additives.
JOHN LASSETER: It was so much fun to animate him being this incredible bartender with all the moves.
JOHN LASSETER: 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.
JOHN LASSETER: 'Cause we didn't want to come into the film with all this already established.
JOHN LASSETER: We wanted the audience, as well as the characters in the film, to learn about this at the same time.
JOHN LASSETER: 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.
JOHN LASSETER: And to show the world how great this new fuel is.
JOHN LASSETER: 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.
JOHN LASSETER: Harley Jessup, the production designer, said, "Why don't you call him Mel Dorado?"
JOHN LASSETER: Which is a play on Eldorado, which is one of the coolest Cadillac models ever made.
BRAD LEWIS: We struggled figuring out ultimately who the bad guy in this movie might be.
BRAD LEWIS: 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.
BRAD LEWIS: 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.
JOHN LASSETER: In the Mel Dorado Show, we also establish Francesco Bernoulli, the Italian Formula car, Lightning McQueen's biggest competition.
JOHN LASSETER: John Turturro does the voice of Francesco Bernoulli, and he was unbelievable.
JOHN LASSETER: 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.
JOHN LASSETER: Because every time he's on the screen, he steals the show, and it's just comic gold.
BRAD LEWIS: John Turturro worked in Italy a bunch and had just done his own movie in Italy.
BRAD LEWIS: He came in and he was...
BRAD LEWIS: At first, he was imitating friends that he knew from Italy.
BRAD LEWIS: 'Cause he said, "You know, I know this one guy, he's kind of..."
BRAD LEWIS: And so, he was actually doing imitations of his friend that ended up slowly morphing into his version of Francesco.
BRAD LEWIS: We gave him the English script. He'd write Italian words that matched it, because one of the things he brought to it was...
BRAD LEWIS: You know how when English is a second language, sometimes you'll search for the right word by using your native language.
BRAD LEWIS: So, he'd be like, you know...
BRAD LEWIS: (SPEAKS ITALIAN)
BRAD LEWIS: 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.
BRAD LEWIS: It was such a great way to approach the voice on that.
JOHN 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.
JOHN LASSETER: 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?"
JOHN LASSETER: And it is just remarkable to see what the team has done.
JOHN LASSETER: And especially in Tokyo.
JOHN LASSETER: 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.
JOHN LASSETER: Research is really, really important to me in all the films we do.
JOHN LASSETER: 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.
JOHN LASSETER: That was really important for us.
JOHN LASSETER: 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.
JOHN LASSETER: So, Lightning McQueen agrees to be in the World Grand Prix.
JOHN LASSETER: 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.
JOHN LASSETER: We decided that we want to do this cool montage of them getting ready and traveling and experiencing Japan for the first time.
JOHN LASSETER: With the montage, we wanted to have a song, here.

06. Travel Montage

JOHN LASSETER: Songs were very important in the first movie Cars, and we wanted to have great songs in this film, too.
JOHN LASSETER: 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.
JOHN LASSETER: 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.
JOHN LASSETER: And it truly is a place where the modern world and the ancient world really come together and collide, right there.
JOHN LASSETER: The inspiration for the party in Japan came from our very first research trip for Cars 2.
JOHN LASSETER: We went to Milan, to the Italian Grand Prix in Monza.
JOHN LASSETER: We were hosted by the Red Bull Formula 1 team.
JOHN LASSETER: 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.
JOHN LASSETER: Formula 1 is on another level to the whole NASCAR scene.
JOHN LASSETER: It was really impressive.
JOHN LASSETER: They then invited us to their party that they had two nights before the race.
JOHN LASSETER: It was at the Milan Museum of Modern Art.
JOHN LASSETER: Now, as you might have heard, I wear Hawaiian shirts all the time and wear jeans.
JOHN LASSETER: 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.
JOHN LASSETER: The glitziest, fanciest people dressed in Armani and all this stuff, and I walk in wearing a Hawaiian shirt with a sport jacket on.
JOHN LASSETER: And I felt like Mater. And I just sat there and started thinking about Mater in these situations.
JOHN LASSETER: Mater is so comfortable on Route 66 in Radiator Springs.

07. Party

JOHN LASSETER: 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.
JOHN LASSETER: And not only would he not fit in, but he would stand out like a sore thumb.
JOHN LASSETER: McQueen is used to these kind of worlds.
JOHN LASSETER: This is where he comes from.
JOHN LASSETER: He's polished up with his new paint job, and he is as glitzy and glamorous as the rest of them.
JOHN LASSETER: 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.
JOHN LASSETER: And this is at the core of the story, of how their friendship will be tested by Mater being Mater.
BRAD LEWIS: The Tokyo Museum is based on the Tokyo Modern Art Museum.
BRAD LEWIS: Oftentimes on our research trips, things will happen just like that.
BRAD LEWIS: We'll see something and go, "You know what? That's beautiful."
BRAD LEWIS: 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.
BRAD LEWIS: 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.
BRAD LEWIS: 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?
BRAD LEWIS: So, some of those can be modern, some of those need to be ancient.
BRAD LEWIS: So, what would be considered great works of art from a car's perspective?
JOHN 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.
JOHN LASSETER: 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.
JOHN LASSETER: Richard Petty was "The King" Strip Weathers.
JOHN LASSETER: We had Dale Earnhardt, Jr.
JOHN LASSETER: We had Mario Andretti in the first movie.
JOHN LASSETER: And so, in this one, we wanted to pull from both NASCAR and the world of Formula 1.
JOHN LASSETER: So, we were really fortunate to have Jeff Gordon do a voice, of Jeff Gorvette.
JOHN LASSETER: 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.
JOHN LASSETER: And I think these Corvettes are some of the coolest cars on the circuit.
JOHN LASSETER: And my dad worked at a Chevrolet dealership, too.
JOHN LASSETER: So, come on, who am I kidding? I'm a Chevy guy.
JOHN LASSETER: I like all the other car companies, but I grew up a Chevy guy.
JOHN LASSETER: And so, it's fun to get Jeff Gordon to do the voice for him.

08. The Meet

JOHN LASSETER: And I just thought, "Gordon and Corvette, well, there's something similar there."
JOHN LASSETER: And so, we just merged the two names and called him "Jeff Gorvette."
JOHN LASSETER: He was so excited about that.
JOHN LASSETER: He was actually a terrific actor, he was really great.
JOHN LASSETER: The female spy car, Holley Shiftwell, was really an important character for us.
JOHN LASSETER: We really wanted to have a strong female character in this film.
JOHN LASSETER: 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.
JOHN LASSETER: The vision of Holley Shiftwell, she has all the latest technology, whereas Finn McMissile, we always thought was old school.
JOHN LASSETER: If you look at his readouts, they're based upon one of the earliest video games, all made of vector graphics.
JOHN LASSETER: And we wanted to have that really old-school look to his technology.
JOHN LASSETER: All of his gadgets and everything really are physical and more old school.
JOHN LASSETER: Holley, on the other hand, is very high tech.
JOHN LASSETER: She's the kind of character that travels with her own laptop that is hooked via satellite, Wi-Fi, Bluetooth...
JOHN LASSETER: Whatever the technology, she's tapped into it wherever she is.
JOHN LASSETER: She can access all this data anywhere in the world.
JOHN LASSETER: To do the voice of Holley Shiftwell, we got an amazing young British actress, Emily Mortimer.
JOHN LASSETER: And she is fantastic.
JOHN LASSETER: 'Cause what I love about her voice, she's very cute in the quality of her voice.
JOHN LASSETER: But she's tough, and she's super smart, and it really comes across.
BRAD LEWIS: We played with different female spy partners.
BRAD LEWIS: For a while, we thought we might have an Italian female spy called Julia.
BRAD LEWIS: 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.
BRAD LEWIS: 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.
BRAD LEWIS: And we have so many characters in this movie, you have to look to economize where you can.
JOHN LASSETER: For Formula 1, we were really excited to work with Lewis Hamilton.
JOHN LASSETER: 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.
JOHN LASSETER: He was really excited to work with us on this.
JOHN LASSETER: He came to record in Los Angeles.
JOHN LASSETER: It was right after the end of the 2010 Formula 1 season.
JOHN LASSETER: And we were at the recording studio at Disney, and he was late. He was half an hour, 45 minutes late.
JOHN LASSETER: He kept calling, saying he's so sorry, he's so sorry.
JOHN LASSETER: And we were standing outside, waiting for him.
JOHN LASSETER: And I always wonder, "Okay, these racecar drivers, they could probably drive in any car they want. I wonder what kind of car he's going to pull up in."
JOHN LASSETER: And he pulls up in a really wicked cool Mercedes sports car, 'cause, of course, his team is sponsored by Mercedes-Benz.
JOHN LASSETER: And so, he got out, and he was really rather flustered.
JOHN LASSETER: He said, "I'm so sorry I'm late. I ran out of gas."
JOHN LASSETER: (CHUCKLES) And I just started laughing.
JOHN LASSETER: Because, well, this past season in Formula 1, they don't refuel the cars during pit stops anymore.
JOHN LASSETER: So, I said, "You've kind of gotten out of the habit, have you?"
JOHN LASSETER: And he said, "No, it was my girlfriend. She drove my car all over the place."
JOHN LASSETER: And he says, "I've never seen a fuel tank so empty."
JOHN LASSETER: 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."
JOHN LASSETER: This is Los Angeles, and part of the reason why I think he likes to stay here is 'cause people don't hound him.

09. Bathroom

JOHN LASSETER: 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.
JOHN LASSETER: 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.
JOHN LASSETER: I thought that was fantastic.
JOHN LASSETER: The first time I went to Japan was the first time I had an encounter with a Japanese toilet.
JOHN LASSETER: First, you sit on the toilet, and it's warm, which kind of freaks you out.
JOHN LASSETER: But then, you realize it's supposed to be that way.
JOHN LASSETER: And there's always this remote control, and it has all these buttons, and they're all written in Japanese.
JOHN LASSETER: I guess I was brave enough to push one, and then it was like, "Ooh! Hello!"
JOHN LASSETER: It was an experience that I'll never forget.
JOHN LASSETER: 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.
JOHN LASSETER: 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."
JOHN LASSETER: And that was the inspiration for the scene where he is in the bathroom.
JOHN LASSETER: And, of course, we went a little overboard with the redesign of what a car's version of the Japanese toilet would be.
JOHN LASSETER: But it was one of the most fun sequences to produce.
BRAD LEWIS: The experiences John and I have had with these Japanese toilets is, it's fantastic.
BRAD LEWIS: You can lose a good half an hour in those things, and come out smarter and cleaned.
BRAD LEWIS: In Japanese bathrooms, they do have lots of different things these things do.
BRAD LEWIS: They play music, and they do all these different things.
BRAD LEWIS: Well, when you're in a foreign place, you're trying to figure these things out.
BRAD LEWIS: 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.
BRAD LEWIS: So, he would just come out, and he would still be Mater, because he would be completely unaware of everything that happened.
BRAD LEWIS: And this is also the first time we get a really great look at our two primary bad guys, the Pacer and the Gremlin.
BRAD LEWIS: Pacers and Gremlins are icons, of course, in America, as cars that were made fun of, right?
BRAD LEWIS: I mean, if you had one, they were hilarious.
BRAD LEWIS: I'm not sure that they necessarily ran poorly, but they were a design idea that had a limited run, shall we say?
BRAD LEWIS: 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.
BRAD LEWIS: We felt like these guys are cousins from Detroit and Chicago.
BRAD LEWIS: Now, we finally have this connection.
BRAD LEWIS: Mater comes out, he's been passed the device.
BRAD LEWIS: 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."
BRAD LEWIS: But of course, when they come out, now we have this very beautiful, sophisticated agent and Mater face-to-face.
BRAD LEWIS: She knows and believes he's an agent, because he gives the right answer to the spy question.
BRAD LEWIS: Of course he would, it's a spy question about cars.
BRAD LEWIS: What we wanted to do from the very beginning is, Mater's a tow truck.
BRAD LEWIS: He has a knowledge about cars that truly is brilliant.
BRAD LEWIS: He's like a savant with cars, because he's fixed them his whole life, right?
BRAD LEWIS: Partly it goes to his caring nature, partly it goes to this knowledge base he has.
BRAD LEWIS: So, how do you take a simple character and create an illusion for these spies that he actually might be brilliant?
BRAD LEWIS: Well, you'd walk into his core set of knowledge.
BRAD LEWIS: Mater knows all about cars. He knows about engines, how they fix, how they work.
BRAD LEWIS: So, he unwittingly answers that question correctly, because he's got great car knowledge.
BRAD LEWIS: 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.

10. Lemons' Lair

JOHN LASSETER: Well, the bad guys get the American agent, Rod Redline, in the bathroom.
JOHN LASSETER: But Rod was able to slip the secret information, magnetically attaching a device to the back of Mater.
JOHN LASSETER: 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.
JOHN LASSETER: They search him, and they cannot find the information, and so, they're going to basically figure out who he gave the device to.
JOHN LASSETER: 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.
JOHN LASSETER: It was important to establish that in the story.
JOHN LASSETER: And we want to establish it through action.
JOHN LASSETER: And this American, he's tough. He's tough as nails.
JOHN LASSETER: He's never going to talk to them.
JOHN LASSETER: It also establishes Professor Z and how funny and how great this guy is, but we want him to be serious.
JOHN LASSETER: 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.
JOHN LASSETER: We wanted it to be a spy movie, just with cars as characters.
JOHN LASSETER: And we wanted to have a sense of peril. We wanted to have a sense of danger.
JOHN LASSETER: Even though the bad guys are all kind of funny, they're actually dangerous.
JOHN LASSETER: And it was important for us to establish that.
JOHN LASSETER: And so, that's what this scene is about.
JOHN LASSETER: It's about, one, trying to get the information from Rod Redline, the American agent.
JOHN LASSETER: But it was also really setting up that these guys are a dangerous group of characters.
JOHN LASSETER: It also sets up what this camera is all about.
JOHN LASSETER: 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.
JOHN LASSETER: And so, we thought, "Oh, this is interesting."
JOHN LASSETER: 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.
JOHN LASSETER: So, there was a logic to this weapon, a logic to this conspiracy.
JOHN LASSETER: It was kind of based in fact.

11. Japan Broadcast

JOHN LASSETER: 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.
JOHN LASSETER: 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."
BRAD 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.
BRAD LEWIS: 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?"
BRAD LEWIS: And so, we'd get all of that with him.
BRAD LEWIS: And he's such a natural storyteller that I think we really got a warmth from him that really worked.
BRAD LEWIS: One of the things we also did in our racing research is, in every different form of racing, the pits are different.
BRAD LEWIS: The number of people in the pits that help out the racer, the type of fueling they do are all different.
BRAD LEWIS: And so, each one of the pits reflects what the racing champion, where they come from.
BRAD LEWIS: Whether it's from rally or a touring car or whatever it might be.
BRAD LEWIS: So, we do try to get the details right.

12. First Lap

BRAD LEWIS: The only thing that we did a little bit different, here, we really wanted to brand allinol in the pits.
BRAD LEWIS: 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.
BRAD LEWIS: So, it made a lot of sense there.
JOHN LASSETER: In the first Cars, we had so much fun creating the racing sequences.
JOHN LASSETER: We really wanted to get the feeling of being at a real race and that speed and power.
JOHN LASSETER: In Cars 2, we wanted to even push that further, because we had all these awesome, new racecars.
JOHN LASSETER: And one of the things I love about Formula 1 is the sound of the Formula 1 cars.
JOHN LASSETER: They're unbelievable.
JOHN LASSETER: 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."
JOHN LASSETER: So, we wanted to really find the definitive Francesco and Lightning McQueen sounds that were different.
JOHN LASSETER: The Formula 1 sounds have these beautiful high-pitched sounds, and we found the perfect one for Francesco.
JOHN LASSETER: And then, we focused on finding that beautiful, deep, throaty American V8 sound for Lightning McQueen.
JOHN LASSETER: And we crafted the whole sequence starting with those two sounds, and then built from there.
JOHN LASSETER: And we spent, it must be three days just mixing this sequence and getting the surrounds, the subwoofer, and the echoes just right.
JOHN LASSETER: And it's turned into one of my favorite sequences in the movie.
JOHN LASSETER: The idea of the World Grand Prix is kind of an all-star race.
JOHN LASSETER: 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."
JOHN LASSETER: But the challenge of that is that they all race in very different types of conditions, very different types of tracks.
JOHN LASSETER: Their cars are uniquely designed and tuned for each of those types of racing.
JOHN LASSETER: 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.
JOHN LASSETER: 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.
JOHN LASSETER: 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.
JOHN LASSETER: 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.

13. Mater's Date

JOHN LASSETER: 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.
JOHN LASSETER: 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.
JOHN LASSETER: 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.
JOHN LASSETER: And this gave us a license, 'cause it's really important for us to try to be as authentic as possible.
JOHN LASSETER: 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.
JOHN LASSETER: We can't do that in our world, because the driver and the car are one and the same.
JOHN LASSETER: So, we decided to bring all these cool cars together in one race and let the track be the equalizer.
JOHN LASSETER: One problem that we've always had in creating the whole Cars universe is that our characters don't have hands.
JOHN LASSETER: A character working a computer, everybody knows there's a mouse, there's a keyboard, there's a touch pad.
JOHN LASSETER: You need to use your hands.
JOHN LASSETER: We always take a look at the front wheels of the characters as hands, to a certain extent.
JOHN LASSETER: And so, we kept thinking about Holley Shiftwell and using this computer.
JOHN LASSETER: The screen was a cool idea, but then, how in the heck is she going to work it?
JOHN LASSETER: So, we came up with this idea that we call "track pads" that come out from under her.
JOHN LASSETER: She just lifts her tire up, and they fit right under her tire.
JOHN LASSETER: And then, she can turn her front wheels side to side, press down to click.
JOHN LASSETER: She can roll her wheels to move the cursor around.
JOHN LASSETER: So, this gave the logic of the world to where she could work the computer very fast.
BRAD LEWIS: We've already shown Finn McMissile on the oil platform as a spy who's got really unique skills.
BRAD LEWIS: Well, now, it's kind of another way to put him to the test.
BRAD LEWIS: He's somehow got to overcome all these bad guys, while Mater's just la-dee-da-ing around the alleyways of Japan.
BRAD LEWIS: I think we really see what Finn McMissile's prowess is.
JOHN 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.
JOHN LASSETER: It's all... There's no long streets.
JOHN LASSETER: They turn, and it's very confusing.
JOHN LASSETER: It becomes very maze-like.
JOHN LASSETER: And you could tell when electricity came in, that they just...
JOHN LASSETER: 'Cause there's telephone poles and electrical wires everywhere.
JOHN LASSETER: 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.
JOHN LASSETER: 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.
JOHN LASSETER: And there, Finn can pick off the bad guys one by one in very clever ways and just keep Mater moving in these backstreets.

14. Victory Lane

BRAD LEWIS: So, this is another fun way for us to establish Francesco and what his outlook on the world is.
BRAD LEWIS: 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.
BRAD LEWIS: Whenever Lightning McQueen, if he's going to get mad at Mater, you have to treat that really gingerly, because Mater is an innocent.
BRAD LEWIS: 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.
BRAD LEWIS: Because he should know better, basically, and Mater's a great friend.
JOHN LASSETER: One of the challenges of the story was really very early in the second act.
JOHN LASSETER: We needed to get Lightning McQueen and Mater to break up, and get them separated.
JOHN LASSETER: We had this scene in the pits after the Japan race where Mater caused Lightning McQueen to lose the race.
JOHN LASSETER: Everything involved in the McQueen and Mater storyline prior to this moment is really there to set up this moment.
JOHN LASSETER: Right. Even Francesco Bernoulli being in the movie is there to set up this moment.
JOHN LASSETER: Lightning McQueen was going on the World Grand Prix as something fun.
JOHN LASSETER: It's Francesco Bernoulli and his arrogance and his ribbing of McQueen that ignites McQueen's competitive drive.
JOHN LASSETER: And he is going to beat Francesco Bernoulli.
JOHN LASSETER: It's because of Francesco Bernoulli that the importance of the race is elevated to Lightning McQueen.
JOHN LASSETER: 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.
JOHN LASSETER: 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.

15. Airport

JOHN LASSETER: 'Cause we had to get them split up at this point.
JOHN LASSETER: 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.
JOHN LASSETER: And nowadays, we have to take off our shoes all the time.
JOHN LASSETER: So, we have this one quick scene where a car has to take off his tires and put 'em through the metal detector.
JOHN LASSETER: But we kind of laugh in saying, "What are they detecting? 'Cause they're completely made of metal."
JOHN LASSETER: But, you know, it's one of those things, you just go with it.
BRAD LEWIS: Now, also with Finn McMissile, you're starting to understand the scope.
BRAD LEWIS: Not only does he have this unbelievable weaponry that we were able to design that came out of every nook and cranny.
BRAD LEWIS: For us, it was like a boy's dream come true.
BRAD LEWIS: Design weaponry and a spy car, right?
BRAD LEWIS: They'd come out of every imaginable area of Finn McMissile, and they do these fantastic things.
BRAD LEWIS: He also can disguise himself through a little hologram that comes off the top of the car.
BRAD LEWIS: It was just so fun to have him intercept Mater right where we're going through a security line.
BRAD LEWIS: 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."
BRAD LEWIS: And now, it's funny and fresh.
JOHN LASSETER: And also, it was fun to show what a cool VIP airport lounge would look like in Japan.
JOHN LASSETER: The airport design is actually based upon the Tokyo Haneda Airport, which is one of the two airports in Tokyo.
JOHN LASSETER: It's the one closer to the city's center.
JOHN LASSETER: 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.
JOHN LASSETER: 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.
JOHN LASSETER: It also introduces one of my favorite characters of the movie, Siddeley, the spy jet.
JOHN LASSETER: We really wanted to expand the world of Cars in Cars 2 to include planes and boats and trains.
JOHN LASSETER: So, creating a spy jet was really fun, 'cause we want him to be awesome-looking.
JOHN LASSETER: We want him to be really cool.
JOHN LASSETER: And we want him to be great at his job. And he's loaded to bear.
JOHN LASSETER: He's very skilled at what he does.
JOHN LASSETER: And Siddeley is a name that comes from the British aerospace industry.
JOHN LASSETER: The Siddeley Hawker Corporation built a lot of the key airplanes during World War II for the RAF.
JOHN LASSETER: So, we thought it was a little nod to British aerospace history, there, with the name Siddeley for the spy jet.
JOHN LASSETER: 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.
JOHN LASSETER: We had many different ideas.
JOHN LASSETER: Phone call, he overhears a phone call from McQueen to Sally, on and on and on.
JOHN LASSETER: And we just kept running into, "That doesn't work, that doesn't work, that doesn't work."

16. Mater's Note

JOHN LASSETER: And finally, we just thought, "What if he just left him a note?"
JOHN LASSETER: 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.
JOHN LASSETER: 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.
JOHN LASSETER: I think this is just so hilarious, what the animators did with Guido and Luigi, all broken up (CHUCKLES) and crying.

17. Agent Mater

JOHN LASSETER: 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.
JOHN LASSETER: I'm not sure they would have come up with the same ideas without those great story sketches.
JOHN LASSETER: 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.
JOHN LASSETER: 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.
JOHN LASSETER: What we wanted story-wise is this, from Finn McMissile's point of view, to be a dead end.
JOHN LASSETER: They were expecting a photograph of a car.
JOHN LASSETER: They got it, but it's just of the engine.
JOHN LASSETER: At first, it's sideways, and they don't even know what they're looking at.
JOHN LASSETER: And this shows Mater's incredible knowledge of the minute, little details when it comes to car parts, 'cause he runs a junkyard.
JOHN LASSETER: He's a tow truck. That's what he knows.
JOHN LASSETER: He knows nuts and bolts and all the little pieces.
JOHN LASSETER: And this is knowledge of the minute parts of the world that Finn McMissile wouldn't have. But that's all that Mater knows.
JOHN LASSETER: So, that's a clue that leads Finn and Holley to the next step in solving this conspiracy, solving this mystery.
JOHN LASSETER: They would not have been able to do it without Mater.
JOHN LASSETER: 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.
JOHN LASSETER: He would have won.
JOHN LASSETER: In this sequence, we establish a photograph of a British engine, and it becomes a real key throughout the whole spy story.
JOHN LASSETER: This engine was based upon a real British engine that was notoriously unreliable.
BRAD LEWIS: There were a lot of different ways that we wanted to hint at who the bad guy might be without giving it away.
BRAD LEWIS: This is a way to sort of open up the engine compartment.
BRAD LEWIS: You see a gas engine.
BRAD LEWIS: There's nothing to really connect that to.
BRAD LEWIS: It's mysterious in a way.
BRAD LEWIS: It's almost as if you saw somebody getting surgery and their face was covered up, or something like that.
BRAD LEWIS: And you'd be like, "This is kind of odd. I wonder why they're doing that."
BRAD LEWIS: And that was what was on the device that Mater got, was this cryptic picture, but it is going to be a link.
BRAD LEWIS: But the link ends up being Mater, because he knows about the engine.
BRAD LEWIS: He knows it's getting new parts.
BRAD LEWIS: And then, Finn can say, "I know a guy who knows parts."
JOHN LASSETER: And so, we're off to Paris.
JOHN LASSETER: Paris is one of our favorite cities, of course, with Ratatouille, one of our favorite Pixar films, being all set there.

18. Paris

JOHN LASSETER: It was so much fun creating a car version of Paris.
JOHN LASSETER: Each of the buildings are recognizable, but if you look closely, they're all made of car parts.
JOHN LASSETER: There's one shot where these two cars are on a bridge, and Mater passes them and they're kissing.
JOHN LASSETER: Well, that is a very special shot in the movie.
JOHN LASSETER: 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.
JOHN LASSETER: It is based upon the Pont des Arts Bridge, which is in a beautiful spot on the Seine River.
JOHN LASSETER: It is our favorite spot in the world, the most romantic spot.
JOHN LASSETER: And every time we're in Paris, we make a point to go to the center of the bridge and kiss.
JOHN LASSETER: And so, that is my little gift to my wife.
JOHN LASSETER: 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.
JOHN LASSETER: It used to be the central marketplace for all food and produce in Paris.
JOHN LASSETER: It was right in the center of Paris.
JOHN LASSETER: All good spy movies have these informants that are in the shady underworld of the city, and so on.
JOHN LASSETER: 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.
JOHN LASSETER: So, they're all kind of shady characters in this area.
JOHN LASSETER: And Mater comes in so excited, 'cause he loves car parts, that's what he knows so well.
JOHN LASSETER: And he just is so excited about all of these parts everywhere.
JOHN LASSETER: And it was really fun creating each of these booths, 'cause we sort of had this vision that they would specialize.
JOHN LASSETER: One guy specializes in hoods, hubcaps, springs, mufflers, tires.
JOHN LASSETER: And one that Sharon Calahan, the director of photography for lighting, she begged me to have some booths that were focused on just lights.
JOHN LASSETER: And so, there's these beautiful booths that are just the lights all lit up, and it's really striking.
JOHN LASSETER: 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.
BRAD LEWIS: We thought any three-wheeled car, if it ever took a high-speed turn, would dump over.
BRAD LEWIS: So, right down to the shading, we think about how these cars would be in the real world.
BRAD LEWIS: 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.
BRAD LEWIS: And also, Tomber is a play on the French verb "to fall."
JOHN LASSETER: I love 3-D. I've always loved 3-D.
JOHN LASSETER: My wife, Nancy, and I took wedding pictures in 3-D back in 1988.
JOHN LASSETER: And we made a short film called Knick Knack in 1989 that was actually made in 3-D.
JOHN LASSETER: Unfortunately, there was no theaters in the world that would show 3-D at the time.
JOHN LASSETER: And so, we were kind of way ahead of the curve on that.
JOHN LASSETER: But as we approach each of our films now, we make them with 3-D in mind.
JOHN LASSETER: And in Cars 2, there's a lot of elements that we wanted to celebrate.
JOHN LASSETER: 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.
JOHN LASSETER: One of the things is in the design of Holley Shiftwell's digital screen.
JOHN LASSETER: 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.
JOHN LASSETER: Outside of that, though, is just this transparent blue that you can see through.
JOHN LASSETER: Because part of it was...
JOHN LASSETER: It was very important for us to be able to stage each shot so that you can see her eyes still.
JOHN LASSETER: It's really cool in 3-D, because that screen is sitting out in front of her.
JOHN LASSETER: And it's just one of those small things that was really designed with 3-D in mind.

19. Holley's Big Idea

JOHN LASSETER: I'm a big train nut, and I had to have a train in the movie.
JOHN LASSETER: And Stevenson is this really cool high-speed spy train.
JOHN LASSETER: It was really fun creating him.
JOHN LASSETER: All the graphics that you see in our film are created by the Motion Graphics group.
JOHN LASSETER: We nicknamed them the "Pit Stop" group.
JOHN LASSETER: The motion graphics are all over this film, and they did an amazing job.
JOHN LASSETER: And one of the things we really wanted to have was the graphic design to be very cool.
JOHN LASSETER: 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.
JOHN LASSETER: And so, it has a very cool and sexy look to the user interface.
JOHN LASSETER: Whenever you see Finn McMissile's graphics, everything about him we wanted to have old school in design.

20. Uncle Topolino

JOHN LASSETER: 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.
JOHN LASSETER: And we always had this vision to go back and go to the town in which they came from.
BRAD LEWIS: It has a little central square like this.
BRAD LEWIS: 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.
BRAD LEWIS: In this case, because it's Luigi and Guido, you have tons of Fiat 500s.
BRAD LEWIS: They're all cousins. They're all the same version of that Fiat.
BRAD LEWIS: So, you see every different year and version of that car, which would all be family.
JOHN 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.
BRAD 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.
BRAD LEWIS: So, it's another way that we can tell everybody he's not himself and he feels bad about what he did.
JOHN 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.
JOHN LASSETER: The village itself is a classic Italian hilltop village that you would find in Tuscany or pretty much all over Italy.
JOHN LASSETER: And if you look closely, nearly every building, especially the church, has got, again, car parts in it.
JOHN LASSETER: The fountain in the center, it's a Maserati car, and the Maserati symbol is the trident.
JOHN LASSETER: So, that's why it's holding this trident spear.
JOHN LASSETER: And around the base, it has all of the names of the Maserati brothers.
JOHN LASSETER: We call this village Carsoli.
JOHN LASSETER: This is a play on the name of the ancestral village of Michael Giacchino, our composer.
JOHN LASSETER: His ancestral family home is Casoli.
JOHN LASSETER: So, we just put an "R" on there, and it becomes Carsoli.
JOHN LASSETER: Uncle Topolino is voiced by the famous Italian actor Franco Nero.
JOHN LASSETER: Franco Nero is married to Vanessa Redgrave.
JOHN LASSETER: When we contacted her to see if she wanted to do the voice of his wife, Mama Topolino, she said, "Absolutely! Yes, yes, yes."
JOHN LASSETER: She speaks beautiful Italian.
JOHN LASSETER: And it was one of our favorite recording sessions.
JOHN LASSETER: She came in with Franco Nero, and they recorded together doing this scene.
JOHN LASSETER: 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.

21. Spy Train

JOHN LASSETER: And then, they had this really cute, little argument in Italian as they drive back into their house.
JOHN LASSETER: 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."
JOHN LASSETER: 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.
JOHN LASSETER: Mater as the German truck with his Materhosen is kind of the legacy of the one sequence that was cut out of the movie.
JOHN LASSETER: 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.
JOHN LASSETER: Unfortunately, the number of races cut down from five to three, and so, that was one that went by the wayside.
JOHN LASSETER: But we always loved the idea of Mater in what he called Materhosen.
BRAD 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.
BRAD LEWIS: 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.
BRAD LEWIS: 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."
BRAD LEWIS: Which is the essential sentiment there that I think is beautiful.
JOHN 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."
JOHN LASSETER: We thought this could be so much fun, because, of course, the gadgets will be voice-activated.

22. Porto Corsa

JOHN LASSETER: 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.
JOHN LASSETER: So, that was the basis of coming up with this voice-activation of his disguise.
JOHN LASSETER: Porto Corsa, Italy. "Corsa" means "racetrack" in Italian.
JOHN LASSETER: This is the one town that we made up.
JOHN LASSETER: Porto Corsa is inspired by three different places.
JOHN LASSETER: One is Portofino, Italy. It's one of my favorite towns in the world.
JOHN LASSETER: It's so picturesque and beautiful.
JOHN LASSETER: 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.
JOHN LASSETER: 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.
JOHN LASSETER: And the third place that Porto Corsa is based on is Monte-Carlo.
JOHN LASSETER: Now, technically, that's not Italy.
JOHN LASSETER: But it is a beautiful, beautiful town, and they have that amazing Formula 1 race every year.
JOHN LASSETER: And it was such an inspiration for the World Grand Prix race that runs through this town.
JOHN LASSETER: And, of course, the famous casino in Monte-Carlo was the inspiration for the Porto Corsa Casino.
JOHN LASSETER: 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.
JOHN LASSETER: And in Italy, we thought, "Why don't we have the Pope show up?"
JOHN LASSETER: Of course, in the Cars world, the Pope is the Popemobile.
JOHN LASSETER: But then, we thought, well, the Popemobile is actually there to protect the Pope, so we had a Pope car inside the Popemobile.
JOHN LASSETER: So, there's a Popemobile inside the Popemobile, and it was really fun creating it.
JOHN LASSETER: And we were kind of nervous about, "I wonder if the Catholic Church or the Vatican would be okay with this?"
JOHN LASSETER: Well, guess what? The producer of Cars 2, Denise Ream, her cousin is a priest in the Catholic Church.
JOHN LASSETER: And he took a look at the designs and gave us an official Vatican imprimatur, the stamp of approval.
JOHN LASSETER: Of course, Porto Corsa is Francesco's home track, and we thought it would be really fun to show his mama.
JOHN LASSETER: 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.
JOHN LASSETER: And there was one era where they had the exhaust pipes, the headers coming off of the engines were kind of braided.
JOHN LASSETER: And we looked at it, and it almost looked like braided hair.
JOHN LASSETER: Also, her helmet is the really cool, old vintage racecar helmets.
JOHN LASSETER: 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.

23. Infiltrating The Casino

JOHN LASSETER: And again, every vehicle in our world is a character, so we created a whole bunch of yacht characters.
BRAD LEWIS: For some reason, bad guys in spy movies, you can always put them in a casino.
BRAD LEWIS: It's just... They get a back room, you know.
BRAD LEWIS: Everybody's looking the other way.
BRAD LEWIS: So, we were looking at all the different spy movies out there.
BRAD LEWIS: You kind of go, "It would be really fun to have a card game, or something like that."
BRAD LEWIS: And Mater sitting at the table with these other bad guys would be just super funny, right?
BRAD LEWIS: 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.
JOHN 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.
JOHN LASSETER: 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.
JOHN LASSETER: It just broke my heart when I read the script pages the first time in the story room.
JOHN LASSETER: It just made me feel so sad for Mater, and I knew that was the right emotion you wanted to have.
JOHN LASSETER: 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.
JOHN LASSETER: When we put this whole scene together, it became much more effective than we even thought.
JOHN LASSETER: You can't help but love Mater.
JOHN LASSETER: It actually is really sad to see an innocent character like this actually discover what people really think about him.
JOHN LASSETER: You know, you couldn't help but feel sorry for him.
BRAD LEWIS: The big question is, is Mater starting to feel any of this pressure?
BRAD LEWIS: 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.
BRAD LEWIS: So, in this moment, he would be naturally nervous before having to go and pull off this event.
BRAD LEWIS: He knows he's going in to do this disguise thing.
BRAD LEWIS: 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.
JOHN LASSETER: The Porto Corsa Casino, it's car-ified.
JOHN LASSETER: If you look closely, all of the decorations outside and inside are based upon car parts.
JOHN LASSETER: 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.
JOHN LASSETER: The murals on the wall are all car images.
JOHN LASSETER: They look like cherubs, and it's fantastic, these classic European and Renaissance paintings, but they're all cars in the paintings.
JOHN LASSETER: It was fun designing the different kind of slot machines and roulette tables and craps tables that they would have in a car casino.
JOHN LASSETER: 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.
JOHN LASSETER: And it's a big party that they're throwing.
JOHN LASSETER: And they have embraced that they are lemons.
JOHN LASSETER: 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.
JOHN LASSETER: But they have taken it, and they've embraced it.

24. Lemon-heads

JOHN LASSETER: So, if you look closely, every bit of decoration in this back room is lemons or based upon lemons.
JOHN LASSETER: And the party hats.
JOHN LASSETER: Even when they have party hats, they've got lemons on them.
JOHN LASSETER: This is the scene where Finn McMissile, Holley Shiftwell, and Mater all find out what the bad guy's plan is all about.
JOHN LASSETER: And all the pieces of the puzzle are put together, except one.
JOHN LASSETER: Who is this guy?
JOHN LASSETER: On the video, it's exactly the same engine that they saw in the photograph.
JOHN LASSETER: But they don't know who it is, his voice, his disguise.
JOHN LASSETER: Now, of course, this is Miles Axlerod, and Eddie Izzard does the voice.
JOHN LASSETER: The structure of this sequence is, this is where the bad guy states his view of the world.
JOHN LASSETER: So, we had Eddie do this fantastic bad guy monologue.
JOHN LASSETER: Steve Schaffer, the editor, just did a simple pitch shift to drop his voice to be much deeper.
JOHN LASSETER: And we all loved it. It was so creepy sounding.
JOHN LASSETER: And it's amazing how you could not tell it was Eddie Izzard's voice.
JOHN LASSETER: But we wanted to have Holley Shiftwell, with all her technology, not be able to decode the voice's disguise.
JOHN LASSETER: We wanted it to be too sophisticated.
JOHN LASSETER: So, we had Tom Myers, our sound designer at Skywalker, take it and he did this really interesting disguised voice.
JOHN LASSETER: He kept it as low as we had it, but it fluctuated in this really kind of interesting and creepy way.
JOHN LASSETER: Something that you would buy that Holley couldn't decode.
JOHN LASSETER: 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.
JOHN LASSETER: Then, he is determined that he is going to stop them.
JOHN LASSETER: We were very excited about this sequence.
JOHN LASSETER: 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.
JOHN LASSETER: 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.
JOHN LASSETER: And it really has this kind of classic, spy movie chase.
JOHN LASSETER: We studied lots of fantastic car chases that inspired us for this sequence.
JOHN LASSETER: It's all there to make you feel like Finn is going to make it.
JOHN LASSETER: He's going to get there, he's going to stop them.
JOHN LASSETER: And what you don't realize is this was a trap.
JOHN LASSETER: The big wreck was one of the more challenging scenes to do, because we wanted the wreck to have impact.
JOHN LASSETER: We wanted to feel like, "Oh, my goodness, these guys are getting hurt."
JOHN LASSETER: 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.
BRAD 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.
BRAD LEWIS: But if it started happening beforehand, he would look heartless once again if he won the race.
BRAD LEWIS: 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.
BRAD LEWIS: So, you see how they're competitors who ultimately care about each other and are connected.
BRAD LEWIS: 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.
BRAD LEWIS: 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.
BRAD LEWIS: He's getting a little bit nervous.
BRAD LEWIS: I think there's also a fun element with the bad guy never showing himself.
BRAD LEWIS: 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.
BRAD LEWIS: And I think that's another element and something you end up disliking about a bad guy.
BRAD LEWIS: It's like, "And they're a coward while they're hurting people? That's just not right."
JOHN 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.
JOHN LASSETER: And all the meanwhile, playing the really funny Mexican hat dance, taco truck horn.
JOHN LASSETER: 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?"
JOHN LASSETER: And then, they realize it's the American spy.
JOHN LASSETER: Well, as he's surrounded by all these guns, every car draws a gun.
JOHN LASSETER: He is outmanned, and this is where his British computer misunderstands what he says.
JOHN LASSETER: 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.
JOHN LASSETER: 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.
JOHN LASSETER: Because it works so well in English that "dad-gum," which Mater says all the time, could be misconstrued to say "Gatling gun."
JOHN LASSETER: We had so much fun having Mater shoot up this back room.
JOHN LASSETER: And if you notice, he doesn't hurt a soul.
JOHN LASSETER: Mater can never hurt a soul, even with too many guns going crazy in the back room.
JOHN LASSETER: And he hits the lemons, he hits the wig off of one of the statues.
JOHN LASSETER: Even the paintings. He doesn't even hit a car in the paintings, he goes right in between them.
JOHN LASSETER: 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.

25. Mater Warns McQueen

JOHN LASSETER: But from the bad guys' point of view, it was awesome.
JOHN LASSETER: And this was all set up so that the next time you see him, he looks like an absolutely insane fan.
JOHN LASSETER: 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."
JOHN LASSETER: And he's got all his Francesco paraphernalia like he's a huge fan.
JOHN LASSETER: And he's wearing the palm fronds, and it almost looks like a tropical hat.
JOHN LASSETER: And it just cracked me up.
JOHN LASSETER: And so, we said, "Oh, we've got to do this."
JOHN LASSETER: And it took quite a bit of effort for our character team to make this happen, but it looks fantastic.
JOHN LASSETER: 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...
JOHN LASSETER: There was something wrong with his friend, that he was kind of crazy.
JOHN LASSETER: 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."
JOHN LASSETER: It just wasn't quite working until we came up with the idea where Mater never quite gets to his friend.
JOHN LASSETER: He's trying and trying and trying and trying.
JOHN LASSETER: And so, once we came up with this idea, everything clicked.
JOHN LASSETER: And it's one of these wonderful twists that these spy movies have that we were excited when we came up with this idea.
JOHN LASSETER: 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.

26. Mater's Flashback

JOHN LASSETER: 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.
JOHN LASSETER: And that's why we took the camera and had Mater kind of floating.
JOHN LASSETER: And we're looking over, it's like these scenes that happened in the film.
JOHN LASSETER: These are the actual scenes, the same animation, but we just take a look at it from a slightly higher point of view.
JOHN LASSETER: 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.
JOHN LASSETER: And it really gives it a different perspective.
JOHN LASSETER: And we made him feel a little smaller, like you were kind of in this out of body experience.
JOHN LASSETER: 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.
JOHN LASSETER: And so, it basically progresses to show Mater what people actually think of him.
JOHN LASSETER: It's interesting how you have an idea, and then you have to go back way earlier in the film and set something up.
JOHN LASSETER: 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.

27. Big Bentley

JOHN LASSETER: 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.
JOHN LASSETER: But that was sort of this whole idea of transitioning from the dream into the Big Bentley sequence.
BRAD 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."
BRAD LEWIS: And he's done with it.
BRAD LEWIS: 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."
BRAD LEWIS: And for a character like Mater, that's a big line to have gone over because of who he is.
JOHN LASSETER: Big Bentley was based upon Big Ben in London.
JOHN LASSETER: We wanted to create this really dramatic, scary, dangerous sequence inside Big Bentley in the gears.
JOHN LASSETER: So, we did research.
JOHN LASSETER: What did the gears of the real Big Ben look like?
JOHN LASSETER: Well, to our surprise, they're actually the size of a large table, and that's it.
JOHN LASSETER: And we were a little disappointed, kind of going, "Really, that's it?"
JOHN LASSETER: 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."
JOHN LASSETER: So, we kind of conceived of this whole classic bad guy tying someone up to something, and they will die eventually.
JOHN LASSETER: 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.
JOHN LASSETER: And Mater is hanging by a rope, and he's dangling right over the nastiest-looking gears grinding away.
JOHN LASSETER: So, he'll just be chewed up to bits.
JOHN LASSETER: That's a good way that the bad guys in this film would get rid of the good guys.
JOHN LASSETER: Of course, having the final race in London, England, we had to have the Queen as a car.
JOHN LASSETER: And so, we decided to have a Prince character.
JOHN LASSETER: They're both based upon Bentleys.
JOHN LASSETER: Of course, the Prince is a new modern Continental GT, which is one of my favorite cars.
JOHN LASSETER: 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.
JOHN LASSETER: 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.
JOHN LASSETER: And so, we really started thinking about it and researching what would be the proper kind of crown that a car would have.
JOHN LASSETER: And so, we discovered old luggage racks.
JOHN LASSETER: 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."
JOHN LASSETER: And so, her crown is based upon an old luggage rack.
BRAD LEWIS: The sets and modeling team did just a mountain of work in this movie.
BRAD LEWIS: 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.
BRAD LEWIS: But these guys were undaunted and tackled it in a way that was... It was amazing.
BRAD LEWIS: 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.
BRAD LEWIS: So, the narrow escape route was always a difficult thing designing.
BRAD LEWIS: How would Mater escape, but these great spies wouldn't escape?
BRAD LEWIS: At one point, we thought Mater might actually be on the pendulum going back and forth, which could be pretty funny.
BRAD LEWIS: But I think it proved distracting.
BRAD LEWIS: But, nonetheless, he would be held in a different sort of way.
BRAD LEWIS: And ultimately, it couldn't give you an indicator that there was anything up.
BRAD LEWIS: 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.
JOHN LASSETER: Sharon Calahan and the lighting team had so much to do in such a short amount of time.
JOHN LASSETER: Everyone was very worried whether they were going to be able to get the movie done in time.
JOHN LASSETER: 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.
JOHN LASSETER: And knowing how the lighting system works, we thought, "Why don't we have London be overcast?"
JOHN LASSETER: 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.
JOHN LASSETER: Overcast lighting, there's no direction to it.
JOHN LASSETER: It just comes in equally from all sides.
JOHN LASSETER: And every time I've been to London, it is overcast.
JOHN LASSETER: So, I thought, "This is appropriate."
JOHN LASSETER: So, it started as a time-saving thing for the lighting team.
JOHN LASSETER: But when she first started doing the master lighting, I realized, "This is beautiful, this real rich, overcast look."
JOHN LASSETER: And while we were working on this sequence, the royal wedding of Prince William and Kate Middleton happened.
JOHN LASSETER: And I came in early that morning and went to Sharon.
JOHN LASSETER: 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."
JOHN LASSETER: We wanted to have Holley Shiftwell have cool, cool, cool gadgets.
JOHN LASSETER: But none is cooler than the fact that she can fly.
JOHN LASSETER: And we decided to hold off on this until the third act.
JOHN LASSETER: And I just love the reveal of her wings and her tail fin.
JOHN LASSETER: It was really fun working with Jay Shuster in designing how Holley Shiftwell could have wings and the tail fin.

28. The Bomb

JOHN LASSETER: Mater's air cleaner is such an important part of his design, it's like his nose.
JOHN LASSETER: And it's just right there, right in front of him.
JOHN LASSETER: 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.
JOHN LASSETER: The London race was really fun to plan, because we wanted it to go past all of the landmarks of London.
JOHN LASSETER: And honestly, we could have a whole movie of just the race scenes, because we were having so much fun creating them.
JOHN LASSETER: But we knew this was the third act.
JOHN LASSETER: This is where the whole spy story was coming to a head.
JOHN LASSETER: So, we had to select just our favorite shots.
JOHN LASSETER: 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.
JOHN LASSETER: So, these were originally designed for that race.
JOHN LASSETER: 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."
JOHN LASSETER: Harley Jessup and the design team designed this unbelievable graphic identity for the World Grand Prix.
JOHN LASSETER: 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.

29. London Chase

JOHN LASSETER: And, of course, they named him Globie.
JOHN LASSETER: 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.
JOHN LASSETER: So, yay, Globie!
JOHN LASSETER: I could not believe that we built the entire city of London.
JOHN LASSETER: It was so magnificent. I've been there many times.
JOHN LASSETER: I love London. And this looks just like London to me.
JOHN LASSETER: But when you look closely, it isn't, because this is a Cars version of London.
JOHN LASSETER: I love the car-ified version of the Tower Bridge.
JOHN LASSETER: If you look closely, there's so many car parts all around it.
JOHN LASSETER: 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.
JOHN LASSETER: 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.
JOHN LASSETER: It's just this fantastic effect that is warping the background.
JOHN LASSETER: And the sound is fantastic in this sequence and everything.
JOHN LASSETER: And I love the fact that Finn McMissile is so cool here.
JOHN LASSETER: He's going to lose. He's outmanned by this...
JOHN LASSETER: This magnet is so powerful.
JOHN LASSETER: It's just pulling all of his weapons right out of him.
JOHN LASSETER: And he is toast.
JOHN LASSETER: One of the biggest challenges of all the effects in the movie was this gigantic water explosion of the boat blowing up.
JOHN LASSETER: We just wanted to have this huge mountain of water come up.
BRAD LEWIS: This is what we thought would be the perfect comeuppance for Grem and Acer.
BRAD LEWIS: 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.
JOHN 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.
JOHN LASSETER: Well, that shot, my friends, had the longest per frame render time in the entire movie.
JOHN LASSETER: Every frame took 112 hours to render.
JOHN LASSETER: So, needless to say, I was going to final it on the first take.
JOHN LASSETER: But in digital dailies, I'd made a joke that I had a comment about the rendering of the glass.
JOHN LASSETER: And it was dead silence.
JOHN LASSETER: You could have heard a pin drop on a carpeted floor.
JOHN LASSETER: I said, "Guys, it's a joke. Relax."
BRAD 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.
BRAD LEWIS: 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.
BRAD LEWIS: 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.
BRAD LEWIS: And it was just sort of a brilliant idea that really worked for the pressure of the situation.
JOHN LASSETER: My first trip to London was June of 1979, right when I graduated from CalArts.
JOHN LASSETER: It was the first time I was ever out of the United States.
JOHN LASSETER: 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.
JOHN LASSETER: 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.
JOHN LASSETER: 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.
JOHN LASSETER: I thought it was one of the best conversions of a real vehicle into a character that we did in Cars 2.
JOHN LASSETER: 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."
JOHN LASSETER: 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.
JOHN LASSETER: And this is what I always wanted, that Mater be comfortable with his gadgets now and do it his own way.
JOHN LASSETER: But if you listen to the music, what Michael Giacchino did here was so brilliant.
JOHN LASSETER: He took that fantastic spy theme that's played with a surf guitar, and he plays it with an electrified banjo.
JOHN LASSETER: It's now the spy theme, as cool as it's been throughout the whole film with Finn McMissile, now it's Mater's.
JOHN LASSETER: So, it shows how everything we do is there to help tell the story.

30. Buckingham Palace

JOHN LASSETER: I love the design of Buckingham Palace with the...
JOHN LASSETER: If you look closely, you see the headlights and the grille in the columns out front.
JOHN LASSETER: 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.
JOHN LASSETER: It was a really beautiful stage that they had designed for him.
JOHN LASSETER: So, that's where the inspiration for that came from.
JOHN LASSETER: The big climax of Cars 2, where Mater confronts Miles Axlerod.
JOHN LASSETER: When we came up with this idea, it was like, bing!
JOHN LASSETER: We'd got the ending of our film.
JOHN LASSETER: We got the third act climax of our film.
JOHN LASSETER: But it was a challenge.
JOHN LASSETER: We had to then work backwards from that.
JOHN LASSETER: We wanted to have Mater be confident in who was the bad guy.
JOHN LASSETER: Who was the guy that was behind all of this?
JOHN LASSETER: But we wanted it to be him and him alone that believed this.
JOHN LASSETER: Finn McMissile didn't see it coming.
JOHN LASSETER: Holley Shiftwell didn't see it coming.
JOHN LASSETER: Lightning McQueen, no one predicted this.
JOHN LASSETER: It's just Mater, so that at that point, everybody thought Mater was crazy.
JOHN LASSETER: 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.
JOHN LASSETER: 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.
JOHN LASSETER: 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.
JOHN LASSETER: It really was interesting to work backwards.
JOHN LASSETER: 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.
JOHN LASSETER: 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.
JOHN LASSETER: 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.

31. Knighting Ceremony

JOHN LASSETER: 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.
JOHN LASSETER: I thought we have got to get these in the movie so Mater can make faces at them.
JOHN LASSETER: 'Cause that's what everybody does when you're in London.
JOHN LASSETER: 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.
JOHN LASSETER: So, we finally figured out where to put it, right at the beginning of his knighting ceremony.
JOHN LASSETER: As we created the scene in the story reel, we were sitting in editorial.
JOHN LASSETER: Steve Schaffer, the editor, and I realized that the longer we took to raise her electric antenna, the funnier it got.
JOHN LASSETER: And it got even funnier when they animated it, and Tom Myers put the sound to it.

32. Epilogue

JOHN LASSETER: It turned out it was actually quite difficult for Larry the Cable Guy to get this right, because it was a real tongue twister.
JOHN LASSETER: We must have went over this a dozen times before he got it right.
JOHN LASSETER: But when he did, he nailed it.
JOHN LASSETER: I love epilogues.
JOHN LASSETER: I'm going to say it, I love epilogues.
JOHN LASSETER: I love how great epilogues will tie together all of the characters and the bits and pieces of the storyline.
JOHN LASSETER: 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.
JOHN LASSETER: And it sounds just like one of his tall tales, but this time, we know it really happened.
JOHN LASSETER: We wanted to have Holley Shiftwell show up.
JOHN LASSETER: We originally didn't have Holley Shiftwell say that she was Mater's girlfriend.
JOHN LASSETER: 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.
JOHN LASSETER: And we looked at each other quietly in the back and go, "That's not a bad idea."
JOHN LASSETER: 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.
JOHN LASSETER: So, if you're listening to this, thank you.
BRAD LEWIS: You know, one of the things about Mater in the...
BRAD LEWIS: When you really watch the first Cars is, you know, we...
BRAD LEWIS: After making that, you get familiar with who he is as a character.
BRAD LEWIS: And in some cases, Mater comes off as just sort of a goof, or not smart, or something like that.
BRAD LEWIS: 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...
BRAD LEWIS: He's got a character that you wish all your friends had, really.
BRAD LEWIS: And maybe some piece of you, you lost when you were young that you wish you hadn't lost.
BRAD LEWIS: 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.
BRAD LEWIS: When Holley says, "Mater's massively charming," she's exactly right.
BRAD LEWIS: And the fact that she kept the dent, that's her lesson.
BRAD LEWIS: It's like, life isn't about being pristine and new.
BRAD LEWIS: Life is about hanging on to memories that are important to you.
BRAD LEWIS: And it tells us she's sweet on Mater.
BRAD LEWIS: And that's really all you need to know.
BRAD LEWIS: We just thought it would be so fun to have Francesco come and actually meet Sally.
BRAD LEWIS: And McQueen, on some level, he knows Francesco now, and they're kind of friends.
BRAD LEWIS: 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.
JOHN LASSETER: Also in the epilogue, we wanted to bring together all of the racecars to show that they're all okay.
JOHN LASSETER: There's no cameras, no TV, no award.
JOHN LASSETER: They just come to race.
JOHN LASSETER: And this actually is an idea that we had in the first Cars.
JOHN LASSETER: There was originally going to be a Radiator Springs Grand Prix in the first movie early on, and the story shifted and changed.
JOHN LASSETER: And so, it's kind of fun at the end of the second movie that we finally have the Radiator Springs Grand Prix.
JOHN LASSETER: 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.
JOHN LASSETER: So, it has a real old school race look.
JOHN LASSETER: So, the last interchange with Mater and Finn McMissile and Holley Shiftwell.
JOHN LASSETER: I wanted to parallel the very end of Cars.
JOHN LASSETER: 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.
JOHN LASSETER: But instead of the... Wait, there is one thing...
JOHN LASSETER: And in the first movie, you cut to Mater flying in a helicopter.
JOHN LASSETER: In this one, Mater goes, "Wait, there's one thing," you cut, and it's Mater with the rockets.
JOHN LASSETER: We love the idea of Mater having the rockets and ending the movie with this real high energy.
JOHN LASSETER: 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.
JOHN LASSETER: And I'm sorry, I just can't help myself. I keep adding on to the gag.
JOHN LASSETER: And I thought that, boy, Otis would be sitting there a long time and be covered with a lot of dust.
JOHN LASSETER: 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.
JOHN LASSETER: It started with just the hubcaps, and then I had to add the dust.
JOHN LASSETER: So, I can't help myself.
JOHN LASSETER: So, that's why I always say that Pixar films are never completed, they're just released.

33. End Credits

JOHN LASSETER: In the first Cars movie, we had Brad Paisley, the great country artist, do a song for us.
JOHN LASSETER: He was so inspired by the movie, he actually wrote a second song that we weren't expecting.
JOHN LASSETER: And it was absolutely beautiful, and we put it at the end of the end credits.
JOHN LASSETER: 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.
JOHN LASSETER: I said, "Brad, I want to challenge you. I want you to do a rock and roll song."
JOHN LASSETER: And we had the idea to pair him with a really talented European rock star.
JOHN LASSETER: And so, he said yes. He was very excited.
JOHN LASSETER: And so, we were so lucky to be able to get him and Robbie Williams, the amazing singer from the UK.
JOHN LASSETER: And these two had never met each other, and they came and watched the movie together.
JOHN LASSETER: And you could tell right away there was great chemistry between the two.
JOHN LASSETER: 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.
JOHN LASSETER: It's amazing how their voices just blended together so beautifully.
JOHN LASSETER: And I just love this song.
JOHN LASSETER: And it really inspired us to have the visuals of the end credits to be something special.
JOHN LASSETER: Let's tell the story of Lightning McQueen and Mater heading home from England after Mater's been knighted.
JOHN LASSETER: And we see their journey home in photographs and postcards, all with different maps of where they went as a background.
JOHN LASSETER: And I asked Pixar artist Andy Jimenez to head this up, because he does this kind of work so beautifully.
JOHN LASSETER: And when we got the song from Brad and Robbie, it just came together.
JOHN LASSETER: And we're so proud of this end credit sequence, and it looks fantastic.
BRAD LEWIS: A lot of these little vignettes were early story ideas that we had, like the running of the bulldozers.
BRAD LEWIS: 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.
BRAD LEWIS: You know, see the Palio, the Running of the Bulls.
BRAD LEWIS: There's an Oktoberfest element in these, the tomato festival...
BRAD LEWIS: 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.
JOHN 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.
JOHN LASSETER: 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.
JOHN LASSETER: So, he wrote this song called Nobody's Fool.
JOHN LASSETER: And it's the perfect way to finish Cars 2.
JOHN LASSETER: And with that, I'm finished with the Cars 2 commentary.
JOHN LASSETER: Thank you, everybody, for listening.
JOHN LASSETER: Bye-bye, everybody. See you at the next movie.

User:I1P3GYTR9/Cars 2 - Director Commentary

Contents

Cars 2 - Director Commentary

01. Communiqué

02. Meet Finn

03. Escape

04. Radiator Springs

05. Mater Calls In

06. Travel Montage

07. Party

08. The Meet

09. Bathroom

10. Lemons' Lair

11. Japan Broadcast

12. First Lap

13. Mater's Date

14. Victory Lane

15. Airport

16. Mater's Note

17. Agent Mater

18. Paris

19. Holley's Big Idea

20. Uncle Topolino

21. Spy Train

22. Porto Corsa

23. Infiltrating The Casino

24. Lemon-heads

25. Mater Warns McQueen

26. Mater's Flashback

27. Big Bentley

28. The Bomb

29. London Chase

30. Buckingham Palace

31. Knighting Ceremony

32. Epilogue

33. End Credits

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User:I1P3GYTR9/Cars 2 - Director Commentary

Cars 2 - Director Commentary

01. Communiqué

02. Meet Finn

03. Escape

04. Radiator Springs

05. Mater Calls In

06. Travel Montage

07. Party

08. The Meet

09. Bathroom

10. Lemons' Lair

11. Japan Broadcast

12. First Lap

13. Mater's Date

14. Victory Lane

15. Airport

16. Mater's Note

17. Agent Mater

18. Paris

19. Holley's Big Idea

20. Uncle Topolino

21. Spy Train

22. Porto Corsa

23. Infiltrating The Casino

24. Lemon-heads

25. Mater Warns McQueen

26. Mater's Flashback

27. Big Bentley

28. The Bomb

29. London Chase

30. Buckingham Palace

31. Knighting Ceremony

32. Epilogue

33. End Credits

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