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QuiteAFancyEmerald / Donglalu-Proxy-The-Second-Coming

DLPCC, the seclusive web proxy service that allows for quarantining activity. Escape the confinement of web filters and restrictive policy management. Be able to host your own unblocker today for improved isolation today!

GNU Affero General Public License v3.0

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Once upon a time there was a lovely princess. But she had an enchantment upon her of a fearful sort which could only be broken by love's first kiss. She was locked away in a castle guarded by a terrible fire-breathing dragon. Many brave knights had attempted to free her from this dreadful prison, but non prevailed. She waited in the dragon's keep in the highest room of the tallest tower for her true love and true love's first kiss. (laughs) Like that's ever gonna happen. What a load of - (toilet flush) Allstar - by Smashmouth begins to play. Shrek goes about his day. While in a nearby town, the villagers get together to go after the ogre. NIGHT - NEAR SHREK'S HOME MAN1 Think it's in there? MAN2 All right. Let's get it! MAN1 Whoa. Hold on. Do you know what that thing can do to you? MAN3 Yeah, it'll grind your bones for it's bread. Shrek sneaks up behind them and laughs. SHREK Yes, well, actually, that would be a giant. Now, ogres, oh they're much worse. They'll make a suit from your freshly peeled skin. MEN No! SHREK They'll shave your liver. Squeeze the jelly from your eyes! Actually, it's quite good on toast. MAN1 Back! Back, beast! Back! I warn ya! (waves the torch at Shrek.) Shrek calmly licks his fingers and extinguishes the torch. The men shrink back away from him. Shrek roars very loudly and long and his breath extinguishes all the remaining torches until the men are in the dark. SHREK This is the part where you run away. (The men scramble to get away. He laughs.) And stay out! (looks down and picks up a piece of paper. Reads.) "Wanted. Fairy tale creatures."(He sighs and throws the paper over his shoulder.) THE NEXT DAY There is a line of fairy tale creatures. The head of the guard sits at a table paying people for bringing the fairy tale creatures to him. There are cages all around. Some of the people in line are Peter Pan, who is carrying Tinkerbell in a cage, Gipetto who's carrying Pinocchio, and a farmer who is carrying the three little pigs. GUARD All right. This one's full. Take it away! Move it along. Come on! Get up! HEAD GUARD Next! GUARD (taking the witch's broom) Give me that! Your flying days are over. (breaks the broom in half) HEAD GUARD That's 20 pieces of silver for the witch. Next! GUARD Get up! Come on! HEAD GUARD Twenty pieces. 2. LITTLE BEAR (crying) This cage is too small. DONKEY Please, don't turn me in. I'll never be stubborn again. I can change. Please! Give me another chance! OLD WOMAN Oh, shut up. (jerks his rope) DONKEY Oh! HEAD GUARD Next! What have you got? GIPETTO This little wooden puppet. PINOCCHIO I'm not a puppet. I'm a real boy. (his nose grows) HEAD GUARD Five shillings for the possessed toy. Take it away. PINOCCHIO Father, please! Don't let them do this! Help me! Gipetto takes the money and walks off. The old woman steps up to the table. HEAD GUARD Next! What have you got? OLD WOMAN Well, I've got a talking donkey. HEAD GUARD Right. Well, that's good for ten shillings, if you can prove it. OLD WOMAN Oh, go ahead, little fella. Donkey just looks up at her. HEAD GUARD Well? 3. OLD WOMAN Oh, oh, he's just...he's just a little nervous. He's really quite a chatterbox. Talk, you boneheaded dolt... HEAD GUARD That's it. I've heard enough. Guards! OLD WOMAN No, no, he talks! He does. (pretends to be Donkey) I can talk. I love to talk. I'm the talkingest damn thing you ever saw. HEAD GUARD Get her out of my sight. OLD WOMAN No, no! I swear! Oh! He can talk! The guards grab the old woman and she struggles with them. One of her legs flies out and kicks Tinkerbell out of Peter Pan's hands, and her cage drops on Donkey's head. He gets sprinkled with fairy dust and he's able to fly. DONKEY Hey! I can fly! PETER PAN He can fly! LITTLE PIGS He can fly! HEAD GUARD He can talk! DONKEY Ha, ha! That's right, fool! Now I'm a flying, talking donkey. You might have seen a housefly, maybe even a superfly but I bet you ain't never seen a donkey fly. Ha, ha! (the pixie dust begins to wear off) Uh- oh. (he begins to sink to the ground.) He hits the ground with a thud. HEAD GUARD Seize him! (Donkey takes of running.) After him! 4. GUARDS He's getting away! Get him! This way! Turn! Donkey keeps running and he eventually runs into Shrek. Literally. Shrek turns around to see who bumped into him. Donkey looks scared for a moment then he spots the guards coming up the path. He quickly hides behind Shrek. HEAD GUARD You there. Ogre! SHREK Aye? HEAD GUARD By the order of Lord Farquaad I am authorized to place you both under arrest and transport you to a designated resettlement facility. SHREK Oh, really? You and what army? He looks behind the guard and the guard turns to look as well and we see that the other men have run off. The guard tucks tail and runs off. Shrek laughs and goes back about his business and begins walking back to his cottage. DONKEY Can I say something to you? Listen, you was really, really, really somethin' back here. Incredible! SHREK Are you talkin' to...(he turns around and Donkey is gone) me? (he turns back around and Donkey is right in front of him.) Whoa! DONKEY Yes. I was talkin' to you. Can I tell you that you that you was great back here? Those guards! They thought they was all of that. Then you showed up, and bam! They was trippin' over themselves like babes in the woods. That really made me feel good to see that. SHREK Oh, that's great. Really. 5. DONKEY Man, it's good to be free. SHREK Now, why don't you go celebrate your freedom with your own friends? Hmm? DONKEY But, uh, I don't have any friends. And I'm not goin' out there by myself. Hey, wait a minute! I got a great idea! I'll stick with you. You're mean, green, fightin' machine. Together we'll scare the spit out of anybody that crosses us. Shrek turns and regards Donkey for a moment before roaring very loudly. DONKEY (CONT’D) Oh, wow! That was really scary. If you don't mind me sayin', if that don't work, your breath certainly will get the job done, 'cause you definitely need some Tic Tacs or something, 'cause you breath stinks! You almost burned the hair outta my nose, just like the time...(Shrek covers his mouth but Donkey continues to talk, so Shrek removes his hand.) ...then I ate some rotten berries. I had strong gases leaking out of my butt that day. SHREK Why are you following me? DONKEY I'll tell you why. (singing) 'Cause I'm all alone, There's no one here beside me, My problems have all gone, There's no one to deride me, But you gotta have faith... SHREK Stop singing! It's no wonder you don't have any friends. DONKEY Wow. Only a true friend would be that cruelly honest. 6. SHREK Listen, little donkey. Take a look at me. What am I? DONKEY (looks all the way up at Shrek) Uh ...really tall? SHREK No! I'm an ogre! You know. "Grab your torch and pitchforks." Doesn't that bother you? DONKEY Nope. SHREK Really? DONKEY Really, really. SHREK Oh. DONKEY Man, I like you. What's you name? SHREK Uh, Shrek. DONKEY Shrek? Well, you know what I like about you, Shrek? You got that kind of I-don't-care-what-nobodythinks-of-me thing. I like that. I respect that, Shrek. You all right. (They come over a hill and you can see Shrek's cottage.) Whoa! Look at that. Who'd want to live in place like that? SHREK That would be my home. DONKEY Oh! And it is lovely! Just beautiful. You know you are quite a decorator. It's amazing what you've done with such a modest budget. I like that boulder. That is a nice boulder. I guess you don't entertain much, do you? 7. SHREK I like my privacy. DONKEY You know, I do too. That's another thing we have in common. Like I hate it when you got somebody in your face. You've trying to give them a hint, and they won't leave. There's that awkward silence. (awkward silence) Can I stay with you? SHREK Uh, what? DONKEY Can I stay with you, please? SHREK (sarcastically) Of course! DONKEY Really? SHREK No. DONKEY Please! I don't wanna go back there! You don't know what it's like to be considered a freak. (pause while he looks at Shrek) Well, maybe you do. But that's why we gotta stick together. You gotta let me stay! Please! Please! SHREK Okay! Okay! But one night only. DONKEY Ah! Thank you! (he runs inside the cottage) SHREK What are you...? (Donkey hops up onto a chair.) No! No! DONKEY This is gonna be fun! We can stay up late, swappin' manly stories, and in the mornin' I'm makin' waffles. 8. SHREK Oh! DONKEY Where do, uh, I sleep? SHREK (irritated) Outside! DONKEY Oh, well, I guess that's cool. I mean, I don't know you, and you don't know me, so I guess outside is best, you know. Here I go. Good night. (Shrek slams the door.) (sigh) I mean, I do like the outdoors. I'm a donkey. I was born outside. I'll just be sitting by myself outside, I guess, you know. By myself, outside. I'm all alone...there's no one here beside me... SHREK'S COTTAGE - NIGHT Shrek is getting ready for dinner. He sits himself down and lights a candle made out of earwax. He begins to eat when he hears a noise. He stands up with a huff. SHREK (to Donkey) I thought I told you to stay outside. DONKEY (from the window) I am outside. There is another noise and Shrek turns to find the person that made the noise. He sees several shadows moving. He finally turns and spots 3 blind mice on his table. BLIND MOUSE1 Well, gents, it's a far cry from the farm, but what choice do we have? BLIND MOUSE2 It's not home, but it'll do just fine. GORDO (bouncing on a slug) What a lovely bed. 9. SHREK Got ya. (Grabs a mouse, but it escapes and lands on his shoulder.) GORDO I found some cheese. (bites Shrek's ear) SHREK Ow! GORDO Blah! Awful stuff. BLIND MOUSE1 Is that you, Gordo? GORDO How did you know? SHREK Enough! (he grabs the 3 mice) What are you doing in my house? (He gets bumped from behind and he drops the mice.) Hey! (he turns and sees the Seven Dwarves with Snow White on the table.) Oh, no, no, no. Dead broad off the table. DWARF Where are we supposed to put her? The bed's taken. SHREK Huh? Shrek marches over to the bedroom and throws back the curtain. The Big Bad Wolf is sitting in the bed. The wolf just looks at him. BIG BAD WOLF What? TIME LAPSE Shrek now has the Big Bad Wolf by the collar and is dragging him to the front door. SHREK I live in a swamp. I put up signs. I'm a terrifying ogre! What do I have to do get a little privacy? (MORE) 10. (He opens the front door to throw the Wolf out and he sees that all the collected Fairy Tale Creatures are on his land.) Oh, no. No! No! The 3 bears sit around the fire, the pied piper is playing his pipe and the rats are all running to him, some elves are directing flight traffic so that the fairies and witches can land...etc. SHREK (CONT’D) What are you doing in my swamp? (this echoes and everyone falls silent.) Gasps are heard all around. The 3 good fairies hide inside a tent. SHREK (CONT’D) All right, get out of here. All of you, move it! Come on! Let's go! Hapaya! Hapaya! Hey! Quickly. Come on! (more dwarves run inside the house) No, no! No, no. Not there. Not there. (they shut the door on him) Oh! (turns to look at Donkey) DONKEY Hey, don't look at me. I didn't invite them. PINOCCHIO Oh, gosh, no one invited us. SHREK What? PINOCCHIO We were forced to come here. SHREK (flabbergasted) By who? LITTLE PIG Lord Farquaad. He huffed and he puffed and he...signed an eviction notice. SHREK (heavy sigh) All right. Who knows where this Farquaad guy is? Everyone looks around at each other but no one answers. SHREK (CONT'D) 11. DONKEY Oh, I do. I know where he is. SHREK Does anyone else know where to find him? Anyone at all? DONKEY Me! Me! SHREK Anyone? DONKEY Oh! Oh, pick me! Oh, I know! I know! Me, me! SHREK (sigh) Okay, fine. Attention, all fairy tale things. Do not get comfortable. Your welcome is officially worn out. In fact, I'm gonna see this guy Farquaad right now and get you all off my land and back where you came from! (Pause. Then the crowd goes wild.) Oh! (to Donkey) You! You're comin' with me. DONKEY All right, that's what I like to hear, man. Shrek and Donkey, two stalwart friends, off on a whirlwind big-city adventure. I love it! DONKEY (CONT’D) (singing) On the road again. Sing it with me, Shrek. I can't wait to get on the road again. SHREK What did I say about singing? DONKEY Can I whistle? SHREK No. DONKEY Can I hum it? SHREK All right, hum it. 12. Donkey begins to hum 'On the Road Again'. DULOC - KITCHEN A masked man is torturing the Gingerbread Man. He's continually dunking him in a glass of milk. Lord Farquaad walks in. FARQUAAD That's enough. He's ready to talk. The Gingerbread Man is pulled out of the milk and slammed down onto a cookie sheet. Farquaad laughs as he walks over to the table. However when he reaches the table we see that it goes up to his eyes. He clears his throat and the table is lowered. FARQUAAD (CONT’D) (he picks up the Gingerbread Man's legs and plays with them) Run, run, run, as fast as you can. You can't catch me. I'm the gingerbread man. GINGERBREAD MAN You are a monster. FARQUAAD I'm not the monster here. You are. You and the rest of that fairy tale trash, poisoning my perfect world. Now, tell me! Where are the others? GINGERBREAD MAN Eat me! (He spits milk into Farquaad's eye.) FARQUAAD I've tried to be fair to you creatures. Now my patience has reached its end! Tell me or I'll...(he makes as if to pull off the Gingerbread Man's buttons) GINGERBREAD MAN No, no, not the buttons. Not my gumdrop buttons. FARQUAAD All right then. Who's hiding them? 13. GINGERBREAD MAN Okay, I'll tell you. Do you know the muffin man? FARQUAAD The muffin man? GINGERBREAD MAN The muffin man. FARQUAAD Yes, I know the muffin man, who lives on Drury Lane? GINGERBREAD MAN Well, she's married to the muffin man. FARQUAAD The muffin man? GINGERBREAD MAN The muffin man! FARQUAAD She's married to the muffin man. The door opens and the Head Guard walks in. HEAD GUARD My lord! We found it. FARQUAAD Then what are you waiting for? Bring it in. More guards enter carrying something that is covered by a sheet. They hang up whatever it is and remove the sheet. It is the Magic Mirror. GINGERBREAD MAN (in awe) Ohhhh... FARQUAAD Magic mirror... GINGERBREAD MAN Don't tell him anything! (Farquaad picks him up and dumps him into a trash can with a lid.) No! 14. FARQUAAD Evening. Mirror, mirror on the wall. Is this not the most perfect kingdom of them all? MIRROR Well, technically you're not a king. FARQUAAD Uh, Thelonius. (Thelonius holds up a hand mirror and smashes it with his fist.) You were saying? MIRROR What I mean is you're not a king yet. But you can become one. All you have to do is marry a princess. FARQUAAD Go on. MIRROR (chuckles nervously) So, just sit back and relax, my lord, because it's time for you to meet today's eligible bachelorettes. And here they are! Bachelorette number one is a mentally abused shut-in from a kingdom far, far away. She likes sushi and hot tubbing anytime. Her hobbies include cooking and cleaning for her two evil sisters. Please welcome Cinderella. (shows picture of Cinderella) Bachelorette number two is a cape-wearing girl from the land of fancy. Although she lives with seven other men, she's not easy. Just kiss her dead, frozen lips and find out what a live wire she is. Come on. Give it up for Snow White! (shows picture of Snow White) And last, but certainly not last, bachelorette number three is a fiery redhead from a dragon-guarded castle surrounded by hot boiling lava! But don't let that cool you off. She's a loaded pistol who likes pina colads and getting caught in the rain. Yours for the rescuing, Princess Fiona! (MORE) 15. (Shows picture of Princess Fiona) So will it be bachelorette number one, bachelorette number two or bachelorette number three? GUARDS Two! Two! Three! Three! Two! Two! Three! FARQUAAD Three? One? Three? THELONIUS Three! (holds up 2 fingers) Pick number three, my lord! FARQUAAD Okay, okay, uh, number three! MIRROR Lord Farquaad, you've chosen Princess Fiona. FARQUAAD Princess Fiona. She's perfect. All I have to do is just find someone who can go... MIRROR But I probably should mention the little thing that happens at night. FARQUAAD I'll do it. MIRROR Yes, but after sunset... FARQUAAD Silence! I will make this Princess Fiona my queen, and DuLoc will finally have the perfect king! Captain, assemble your finest men. We're going to have a tournament. (smiles evilly) DuLoc Parking Lot - Lancelot Section Shrek and Donkey come out of the field that is right by the parking lot. The castle itself is about 40 stories high. MIRROR (CONT'D) 16. DONKEY But that's it. That's it right there. That's DuLoc. I told ya I'd find it. SHREK So, that must be Lord Farquaad's castle. DONKEY Uh-huh. That's the place. SHREK Do you think maybe he's compensating for something? (He laughs, but then groans as Donkey doesn't get the joke. He continues walking through the parking lot.) DONKEY Hey, wait. Wait up, Shrek. MAN Hurry, darling. We're late. Hurry. SHREK Hey, you! (The attendant, who is wearing a giant head that looks like Lord Farquaad, screams and begins running through the rows of rope to get to the front gate to get away from Shrek.) Wait a second. Look, I'm not gonna eat you. I just - - I just - - (He sighs and then begins walking straight through the rows. The attendant runs into a wall and falls down. Shrek and Donkey look at him then continue on into DuLoc.) DULOC They look around but all is quiet. SHREK It's quiet. Too quiet. Where is everybody? DONKEY Hey, look at this! Donkey runs over and pulls a lever that is attached to a box marked 'Information'. 17. The music winds up and then the box doors open up. There are little wooden people inside and they begin to sing. WOODEN PEOPLE Welcome to DuLoc such a perfect town Here we have some rules Let us lay them down Don't make waves, stay in line And we'll get along fine DuLoc is perfect place Please keep off of the grass Shine your shoes, wipe your... face DuLoc is, DuLoc is DuLoc is perfect place. Suddenly a camera takes Donkey and Shrek's picture. DONKEY Wow! Let's do that again! (makes ready to run over and pull the lever again) SHREK (grabs Donkey's tail and holds him still) No. No. No, no, no! No. They hear a trumpet fanfare and head over to the arena. FARQUAAD Brave knights. You are the best and brightest in all the land. Today one of you shall prove himself... As Shrek and Donkey walk down the tunnel to get into the arena Donkey is humming the DuLoc theme song. SHREK All right. You're going the right way for a smacked bottom. DONKEY Sorry about that. 18. FARQUAAD That champion shall have the honor - - no, no - - the privilege to go forth and rescue the lovely Princess Fiona from the fiery keep of the dragon. If for any reason the winner is unsuccessful, the first runner-up will take his place and so on and so forth. Some of you may die, but it's a sacrifice I am willing to make. (cheers) Let the tournament begin! (He notices Shrek) Oh! What is that? It's hideous! SHREK (turns to look at Donkey and then back at Farquaad) Ah, that's not very nice. It's just a donkey. FARQUAAD Indeed. Knights, new plan! The one who kills the ogre will be named champion! Have it him! MEN Get him! SHREK Oh, hey! Now come on! Hang on now. (bumps into a table where there are mugs of beer) CROWD Go ahead! Get him! SHREK (holds up a mug of beer) Can't we just settle this over a pint? CROWD Kill the beast! SHREK No? All right then. (drinks the beer) Come on! He takes the mug and smashes the spigot off the large barrel of beer behind him. The beer comes rushing out drenching the other men and wetting the ground. It's like mud now. Shrek slides past the men and picks up a spear that one of the men dropped. 19. As Shrek begins to fight Donkey hops up onto one of the larger beer barrels. It breaks free of it's ropes and begins to roll. Donkey manages to squish two men into the mud. There is so much fighting going on here I'm not going to go into detail. Suffice to say that Shrek kicks butt. DONKEY Hey, Shrek, tag me! Tag me! Shrek comes over and bangs a man's head up against Donkeys. Shrek gets up on the ropes and interacts with the crowd. SHREK Yeah! A man tries to sneak up behind Shrek, but Shrek turns in time and sees him. WOMAN The chair! Give him the chair! Shrek smashes a chair over the guys back. Finally all the men are down. Donkey kicks one of them in the helmet, and the ding sounds the end of the match. The audience goes wild. SHREK Oh, yeah! Ah! Ah! Thank you! Thank you very much! I'm here till Thursday. Try the veal! Ha, ha! (laughs) The laughter stops as all of the guards turn their weapons on Shrek. HEAD GUARD Shall I give the order, sir? FARQUAAD No, I have a better idea. People of DuLoc, I give you our champion! SHREK What? FARQUAAD Congratulations, ogre. You're won the honor of embarking on a great and noble quest. SHREK Quest? I'm already in a quest, a quest to get my swamp back. 20. FARQUAAD Your swamp? SHREK Yeah, my swamp! Where you dumped those fairy tale creatures! FARQUAAD Indeed. All right, ogre. I'll make you a deal. Go on this quest for me, and I'll give you your swamp back. SHREK Exactly the way it was? FARQUAAD Down to the last slime-covered toadstool. SHREK And the squatters? FARQUAAD As good as gone. SHREK What kind of quest? Time Lapse - Donkey and Shrek are now walking through the field heading away from DuLoc. Shrek is munching on an onion. DONKEY Let me get this straight. You're gonna go fight a dragon and rescue a princess just so Farquaad will give you back a swamp which you only don't have because he filled it full of freaks in the first place. Is that about right? SHREK You know, maybe there's a good reason donkeys shouldn't talk. DONKEY I don't get it. Why don't you just pull some of that ogre stuff on him? Throttle him, lay siege to his fortress, grinds his bones to make your bread, the whole ogre trip. 21. SHREK Oh, I know what. Maybe I could have decapitated an entire village and put their heads on a pike, gotten a knife, cut open their spleen and drink their fluids. Does that sound good to you? DONKEY Uh, no, not really, no. SHREK For your information, there's a lot more to ogres than people think. DONKEY Example? SHREK Example? Okay, um, ogres are like onions. (he holds out his onion) DONKEY (sniffs the onion) They stink? SHREK Yes - - No! DONKEY They make you cry? SHREK No! DONKEY You leave them in the sun, they get all brown, start sproutin' little white hairs. SHREK No! Layers! Onions have layers. Ogres have layers! Onions have layers. You get it? We both have layers. (he heaves a sigh and then walks off) DONKEY (trailing after Shrek) Oh, you both have layers. Oh. {Sniffs} You know, not everybody likes onions. Cake! Everybody loves cakes! Cakes have layers. 22. SHREK I don't care... what everyone likes. Ogres are not like cakes. DONKEY You know what else everybody likes? Parfaits. Have you ever met a person, you say, "Let's get some parfait," they say, "Hell no, I don't like no parfait"? Parfaits are delicious. SHREK No! You dense, irritating, miniature beast of burden! Ogres are like onions! And of story. Bye- bye. See ya later. DONKEY Parfaits may be the most delicious thing on the whole damn planet. SHREK You know, I think I preferred your humming. DONKEY Do you have a tissue or something? I'm making a mess. Just the word parfait make me start slobbering. They head off. There is a montage of their journey. Walking through a field at sunset. Sleeping beneath a bright moon. Shrek trying to put the campfire out the next day and having a bit of a problem, so Donkey pees on the fire to put it out. DRAGON'S KEEP Shrek and Donkey are walking up to the keep that's supposed to house Princess Fiona. It appears to look like a giant volcano. DONKEY (sniffs) Ohh! Shrek! Did you do that? You gotta warn somebody before you just crack one off. My mouth was open and everything. SHREK Believe me, Donkey, if it was me, you'd be dead. (sniffs) It's brimstone. We must be getting close. 23. DONKEY Yeah, right, brimstone. Don't be talking about it's the brimstone. I know what I smell. It wasn't no brimstone. It didn't come off no stone neither. They climb up the side of the volcano/keep and look down. There is a small piece of rock right in the center and that is where the castle is. It is surrounded by boiling lava. It looks very foreboding. SHREK Sure, it's big enough, but look at the location. (laughs...then the laugh turns into a groan) DONKEY Uh, Shrek? Uh, remember when you said ogres have layers? SHREK Oh, aye. DONKEY Well, I have a bit of a confession to make. Donkeys don't have layers. We wear our fear right out there on our sleeves. SHREK Wait a second. Donkeys don't have sleeves. DONKEY You know what I mean. SHREK You can't tell me you're afraid of heights. DONKEY No, I'm just a little uncomfortable about being on a rickety bridge over a boiling like of lava! SHREK Come on, Donkey. I'm right here beside ya, okay? For emotional support., we'll just tackle this thing together one little baby step at a time. 24. DONKEY Really? SHREK Really, really. DONKEY Okay, that makes me feel so much better. SHREK Just keep moving. And don't look down. DONKEY Okay, don't look down. Don't look down. Don't look down. Keep on moving. Don't look down. (he steps through a rotting board and ends up looking straight down into the lava) Shrek! I'm lookin' down! Oh, God, I can't do this! Just let me off, please! SHREK But you're already halfway. DONKEY But I know that half is safe! SHREK Okay, fine. I don't have time for this. You go back. DONKEY Shrek, no! Wait! SHREK Just, Donkey - - Let's have a dance then, shall me? (bounces and sways the bridge) DONKEY Don't do that! SHREK Oh, I'm sorry. Do what? Oh, this? (bounces the bridge again) DONKEY Yes, that! 25. SHREK Yes? Yes, do it. Okay. (continues to bounce and sway as he backs Donkey across the bridge) DONKEY No, Shrek! No! Stop it! SHREK You said do it! I'm doin' it. DONKEY I'm gonna die. I'm gonna die. Shrek, I'm gonna die. (steps onto solid ground) Oh! SHREK That'll do, Donkey. That'll do. (walks towards the castle) DONKEY Cool. So where is this fire- breathing pain-in-the-neck anyway? SHREK Inside, waiting for us to rescue her. (chuckles) DONKEY I was talkin' about the dragon, Shrek. INSIDE THE CASTLE DONKEY You afraid? SHREK No. DONKEY But... SHREK Shh. DONKEY Oh, good. Me neither. (sees a skeleton and gasps) 'Cause there's nothin' wrong with bein' afraid. Fear's a sensible response to an unfamiliar situation. Unfamiliar dangerous situation, I might add. (MORE) 26. With a dragon that breathes fire and eats knights and breathes fire, it sure doesn't mean you're a coward if you're a little scared. I sure as heck ain't no coward. I know that. SHREK Donkey, two things, okay? Shut ... up. Now go over there and see if you can find any stairs. DONKEY Stairs? I thought we was lookin' for the princess. SHREK (putting on a helmet) The princess will be up the stairs in the highest room in the tallest tower. DONKEY What makes you think she'll be there? SHREK I read it in a book once. (walks off) DONKEY Cool. You handle the dragon. I'll handle the stairs. I'll find those stairs. I'll whip their butt too. Those stairs won't know which way they're goin'. (walks off) EMPTY ROOM Donkey is still talking to himself as he looks around the room. DONKEY I'm gonna take drastic steps. Kick it to the curb. Don't mess with me. I'm the stair master. I've mastered the stairs. I wish I had a step right here. I'd step all over it. ELSEWHERE Shrek spots a light in the tallest tower window. DONKEY (CONT'D) 27. SHREK Well, at least we know where the princess is, but where's the... DONKEY (os) Dragon! Donkey gasps and takes off running as the dragon roars again. Shrek manages to grab Donkey out of the way just as the dragon breathes fire. SHREK Donkey, look out! (he manages to get a hold of the dragons tail and holds on) Got ya! The dragon gets irritated at this and flicks it's tail and Shrek goes flying through the air and crashes through the roof of the tallest tower. Fiona wakes up with a jerk and looks at him lying on the floor. DONKEY Oh! Aah! Aah! Donkey get cornered as the Dragon knocks away all but a small part of the bridge he's on. DONKEY (CONT’D) No. Oh, no, No! (the dragon roars) Oh, what large teeth you have. (the dragon growls) I mean white, sparkling teeth. I know you probably hear this all time from your food, but you must bleach, 'cause that is one dazzling smile you got there. Do I detect a hint of minty freshness? And you know what else? You're - - You're a girl dragon! Oh, sure! I mean, of course you're a girl dragon. You're just reeking of feminine beauty. (the dragon begins fluttering her eyes at him) What's the matter with you? You got something in your eye? Ohh. Oh. Oh. Man, I'd really love to stay, but you know, I'm, uh...(the dragon blows a smoke ring in the shape of a heart right at him, and he coughs) I'm an asthmatic, and I don't know if it'd work out if you're gonna blow smoke rings. Shrek! (MORE) 28. (the dragon picks him up with her teeth and carries him off) No! Shrek! Shrek! Shrek! FIONA'S ROOM Shrek groans as he gets up off the floor. His back is to Fiona so she straightens her dress and lays back down on the bed. She then quickly reaches over and gets the bouquet of flowers off the side table. She then lays back down and appears to be asleep. Shrek turns and goes over to her. He looks down at Fiona for a moment and she puckers her lips. Shrek takes her by the shoulders and shakes her away. FIONA Oh! Oh! SHREK Wake up! FIONA What? SHREK Are you Princess Fiona? FIONA I am, awaiting a knight so bold as to rescue me. SHREK Oh, that's nice. Now let's go! FIONA But wait, Sir Knight. This be-ith our first meeting. Should it not be a wonderful, romantic moment? SHREK Yeah, sorry, lady. There's no time. FIONA Hey, wait. What are you doing? You should sweep me off my feet out yonder window and down a rope onto your valiant steed. SHREK You've had a lot of time to plan this, haven't you? FIONA (smiles) Mm-hmm. DONKEY (CONT’D) 29. Shrek breaks the lock on her door and pulls her out and down the hallway. FIONA (CONT’D) But we have to savor this moment! You could recite an epic poem for me. A ballad? A sonnet! A limerick? Or something! SHREK I don't think so. FIONA Can I at least know the name of my champion? SHREK Uh, Shrek. FIONA Sir Shrek. (clears throat and holds out a handkerchief) I pray that you take this favor as a token of my gratitude. SHREK Thanks! Suddenly they hear the dragon roar. FIONA (surprised)You didn't slay the dragon? SHREK It's on my to-do list. Now come on! (takes off running and drags Fiona behind him.) FIONA But this isn't right! You were meant to charge in, sword drawn, banner flying. That's what all the other knights did. SHREK Yeah, right before they burst into flame. FIONA That's not the point. (Shrek suddenly stops and she runs into him.) Oh! (MORE) 30. (Shrek ignores her and heads for a wooden door off to the side.) Wait. Where are you going? The exit's over there. SHREK Well, I have to save my ass. FIONA What kind of knight are you? SHREK One of a kind. (opens the door into the throne room) DONKEY (os) Slow down. Slow down, baby, please. I believe it's healthy to get to know someone over a long period of time. Just call me old- fashioned. (laughs worriedly) (we see him up close and from a distance as Shrek sneaks into the room) I don't want to rush into a physical relationship. I'm not emotionally ready for a commitment of, uh, this - - Magnitude really is the word I'm looking for. Magnitude- - Hey, that is unwanted physical contact. Hey, what are you doing? Okay, okay. Let's just back up a little and take this one step at a time. We really should get to know each other first as friends or pen pals. I'm on the road a lot, but I just love receiving cards - - I'd really love to stay, but - - Don't do that! That's my tail! That's my personal tail. You're gonna tear it off. I don't give permission - - What are you gonna do with that? Hey, now. No way. No! No! No, no! No. No, no, no. No! Oh! Shrek grabs a chain that's connected to the chandelier and swings toward the dragon. He misses and he swings back again. He looks up and spots that the chandelier is right above the dragons head. He pulls on the chain and it releases and he falls down and bumps Donkey out of the way right as the dragon is about to kiss him. Instead the dragon kisses Shreks' butt. She opens her eyes and roars. Shrek lets go of the chain and the chandelier falls onto her head, but it's too big and it goes over her head and forms a sort of collar for her. FIONA (CONT'D) 31. She roars again and Shrek and Donkey take off running. Very 'Matrix' style. Shrek grabs Donkey and then grabs Princess Fiona as he runs past her. DONKEY (CONT’D) Hi, Princess! FIONA It talks! SHREK Yeah, it's getting him to shut up that's the trick. They all start screaming as the dragon gains on them. Shrek spots a descending slide and jumps on. But unfortunately there is a crack in the stone and it hits Shrek right in the groin. His eyes cross and as he reaches the bottom of the slide he stumbles off and walks lightly. SHREK (CONT’D) Oh! Shrek gets them close to the exit and sets down Donkey and Fiona. SHREK (CONT’D) Okay, you two, heard for the exit! I'll take care of the dragon. Shrek grabs a sword and heads back toward the interior of the castle. He throws the sword down in between several overlapping chain links. The chain links are attached to the chandelier that is still around the dragons neck. SHREK (CONT’D) (echoing) Run! They all take off running for the exit with the dragon in hot pursuit. They make it to the bridge and head across. The dragons breathes fire and the bridge begins to burn. They all hang on for dear life as the ropes holding the bridge up collapse. They are swung to the other side. As they hang upside down they look in horror as the dragon makes to fly over the boiling lava to get them. But suddenly the chandelier with the chain jerk the dragon back and she's unable to get to them. Our gang climbs quickly to safety as the dragon looks angry and then gives a sad whimper as she watches Donkey walk away. FIONA (sliding down the 'volcano' hill) You did it! You rescued me! You're amazing. (MORE) 32. (behind her Donkey falls down the hill) You're - - You're wonderful. You're... (turns and sees Shrek fall down the hill and bump into Donkey) a little unorthodox I'll admit. But thy deed is great, and thy heart is pure. I am eternally in your debt. (Donkey clears his throat.) And where would a brave knight be without his noble steed? DONKEY I hope you heard that. She called me a noble steed. She think I'm a steed. FIONA The battle is won. You may remove your helmet, good Sir Knight. SHREK Uh, no. FIONA Why not? SHREK I have helmet hair. FIONA Please. I would'st look upon the face of my rescuer. SHREK No, no, you wouldn't - - 'st. FIONA But how will you kiss me? SHREK What? (to Donkey) That wasn't in the job description. DONKEY Maybe it's a perk. FIONA No, it's destiny. Oh, you must know how it goes. FIONA (CONT'D) (MORE) 33. A princess locked in a tower and beset by a dragon is rescued by a brave knight, and then they share true love's first kiss. DONKEY Hmm? With Shrek? You think- - Wait. Wait. You think that Shrek is you true love? FIONA Well, yes. Both Donkey and Shrek burst out laughing. DONKEY You think Shrek is your true love! FIONA What is so funny? SHREK Let's just say I'm not your type, okay?Fiona: Of course, you are. You're my rescuer. Now - - Now remove your helmet. SHREK (CONT’D) Look. I really don't think this is a good idea. FIONA Just take off the helmet. SHREK I'm not going to. FIONA Take it off. SHREK No! FIONA Now! SHREK Okay! Easy. As you command. Your Highness. (takes off his helmet) FIONA You- - You're a- - an ogre. FIONA (CONT'D) 34. SHREK Oh, you were expecting Prince Charming. FIONA Well, yes, actually. Oh, no. This is all wrong. You're not supposed to be an ogre. SHREK Princess, I was sent to rescue you by Lord Farquaad, okay? He is the one who wants to marry you. FIONA Then why didn't he come rescue me? SHREK Good question. You should ask him that when we get there. FIONA But I have to be rescued by my true love, not by some ogre and his- - his pet. DONKEY Well, so much for noble steed. SHREK You're not making my job any easier. FIONA I'm sorry, but your job is not my problem. You can tell Lord Farquaad that if he wants to rescue me properly, I'll be waiting for him right here. SHREK Hey! I'm no one's messenger boy, all right? (ominous) I'm a delivery boy. (he swiftly picks her up and swings her over his shoulder like she was a sack of potatoes) FIONA You wouldn't dare. Put me down! SHREK Ya comin', Donkey? 35. DONKEY I'm right behind ya. FIONA Put me down, or you will suffer the consequences! This is not dignified! Put me down! WOODS A little time has passed and Fiona has calmed down. She just hangs there limply while Shrek carries her. DONKEY Okay, so here's another question. Say there's a woman that digs you, right, but you don't really like her that way. How do you let her down real easy so her feelings aren't hurt, but you don't get burned to a crisp and eaten? FIONA You just tell her she's not your true love. Everyone knows what happens when you find your...(Shrek drops her on the ground) Hey! The sooner we get to DuLoc the better. DONKEY You're gonna love it there, Princess. It's beautiful! FIONA And what of my groom-to-be? Lord Farquaad? What's he like? SHREK Let me put it this way, Princess. Men of Farquaad's stature are in short supply. (he and Donkey laugh) Shrek then proceeds to splash water onto his face to wash off the dust and grime. DONKEY I don't know. There are those who think little of him. (they laugh again) Fiona: Stop it. Stop it, both of you. You're just jealous you can never measure up to a great ruler like Lord Farquaad. 36. SHREK Yeah, well, maybe you're right, Princess. But I'll let you do the "measuring" when you see him tomorrow. FIONA (looks at the setting sun) Tomorrow? It'll take that long? Shouldn't we stop to make camp? SHREK No, that'll take longer. We can keep going. FIONA But there's robbers in the woods. DONKEY Whoa! Time out, Shrek! Camp is starting to sound good. SHREK Hey, come on. I'm scarier than anything we're going to see in this forest. FIONA I need to find somewhere to camp now! Both Donkey and Shrek's ears lower as they shrink away from her. MOUNTAIN CLIFF Shrek has found a cave that appears to be in good order. He shoves a stone boulder out of the way to reveal the cave. SHREK Hey! Over here. DONKEY Shrek, we can do better than that. I don't think this is fit for a princess. FIONA No, no, it's perfect. It just needs a few homey touches. 37. SHREK Homey touches? Like what? (he hears a tearing noise and looks over at Fiona who has torn the bark off of a tree.) FIONA A door? Well, gentlemen, I bid thee good night. (goes into the cave and puts the bark door up behind her) DONKEY You want me to read you a bedtime story? I will. FIONA (os) I said good night! Shrek looks at Donkey for a second and then goes to move the boulder back in front of the entrance to the cave with Fiona still inside. DONKEY Shrek, What are you doing? SHREK (laughs) I just- - You know - - Oh, come on. I was just kidding. LATER THAT NIGHT Shrek and Donkey are sitting around a campfire. They are staring up into the sky as Shrek points out certain star constellations to Donkey. SHREK And, uh, that one, that's Throwback, the only ogre to ever spit over three wheat fields. DONKEY Right. Yeah. Hey, can you tell my future from these stars? SHREK The stars don't tell the future, Donkey. They tell stories. Look, there's Bloodnut, the Flatulent. You can guess what he's famous for. DONKEY I know you're making this up. 38. SHREK No, look. There he is, and there's the group of hunters running away from his stench. DONKEY That ain't nothin' but a bunch of little dots. SHREK You know, Donkey, sometimes things are more than they appear. Hmm? Forget it. DONKEY (heaves a big sigh) Hey, Shrek, what we gonna do when we get our swamp anyway? SHREK Our swamp? DONKEY You know, when we're through rescuing the princess. SHREK We? Donkey, there's no "we". There's no "our". There's just me and my swamp. The first thing I'm gonna do is build a ten-foot wall around my land. DONKEY You cut me deep, Shrek. You cut me real deep just now. You know what I think? I think this whole wall thing is just a way to keep somebody out. SHREK No, do ya think? DONKEY Are you hidin' something? SHREK Never mind, Donkey. DONKEY Oh, this is another one of those onion things, isn't it? 39. SHREK No, this is one of those drop-it and leave-it alone things. DONKEY Why don't you want to talk about it? SHREK Why do you want to talk about it? DONKEY Why are you blocking? SHREK I'm not blocking. DONKEY Oh, yes, you are. SHREK Donkey, I'm warning you. DONKEY Who you trying to keep out? SHREK Everyone! Okay? DONKEY (pause) Oh, now we're gettin' somewhere. (grins) At this point Fiona pulls the 'door' away from the entrance to the cave and peaks out. Neither of the guys see her. SHREK Oh! For the love of Pete! (gets up and walks over to the edge of the cliff and sits down) DONKEY What's your problem? What you got against the whole world anyway? SHREK Look, I'm not the one with the problem, okay? It's the world that seems to have a problem with me. People take one look at me and go. "Aah! Help! Run! (MORE) 40. A big, stupid, ugly ogre!" They judge me before they even know me. That's why I'm better off alone. DONKEY You know what? When we met, I didn't think you was just a big, stupid, ugly ogre. SHREK Yeah, I know. DONKEY So, uh, are there any donkeys up there? SHREK Well, there's, um, Gabby, the Small and Annoying. DONKEY Okay, okay, I see it now. The big shiny one, right there. That one there? Fiona puts the door back. SHREK That's the moon. DONKEY Oh, okay. DuLoc - Farquaad's Bedroom The camera pans over a lot of wedding stuff. Soft music plays in the background. Farquaad is in bed, watching as the Magic Mirror shows him Princess Fiona. FARQUAAD Again, show me again. Mirror, mirror, show her to me. Show me the princess. MIRROR Hmph. The Mirror rewinds and begins to play again from the beginning. FARQUAAD Ah. Perfect. SHREK (CONT'D) 41. Farquaad looks down at his bare chest and pulls the sheet up to cover himself as though Fiona could see him as he gazes sheepishly at her image in the mirror. MORNING Fiona walks out of the cave. She glances at Shrek and Donkey who are still sleeping. She wanders off into the woods and comes across a blue bird. She begins to sing. The bird sings along with her. She hits higher and higher notes and the bird struggles to keep up with her. Suddenly the pressure of the note is too big and the bird explodes. Fiona looks a little sheepish, but she eyes the eggs that the bird left behind. Time lapse, Fiona is now cooking the eggs for breakfast. Shrek and Donkey are still sleeping. Shrek wakes up and looks at Fiona. Donkey's talking in his sleep. DONKEY (quietly) Mmm, yeah, you know I like it like that. Come on, baby. I said I like it. SHREK Donkey, wake up. (shakes him) DONKEY Huh? What? SHREK Wake up. DONKEY What? (stretches and yawns) FIONA Good morning. Hm, how do you like your eggs? DONKEY Oh, good morning, Princess! Fiona gets up and sets the eggs down in front of them. SHREK What's all this about? FIONA You know, we kind of got off to a bad start yesterday. I wanted to make it up to you. I mean, after all, you did rescue me. SHREK Uh, thanks. 42. Donkey sniffs the eggs and licks his lips. FIONA Well, eat up. We've got a big day ahead of us. (walks off) LATER They are once again on their way. They are walking through the forest. Shrek belches. DONKEY Shrek! SHREK What? It's a compliment. Better out than in, I always say. (laughs) DONKEY Well, it's no way to behave in front of a princess. Fiona belches FIONA Thanks. DONKEY She's as nasty as you are. SHREK (chuckles) You know, you're not exactly what I expected. FIONA Well, maybe you shouldn't judge people before you get to know them. She smiles and then continues walking, singing softly. Suddenly from out of nowhere, a man swings down and swoops Fiona up into a tree. ROBIN HOOD La liberte! Hey! SHREK Princess! FIONA (to Robin Hood) What are you doing? ROBIN HOOD Be still, mon cherie, for I am you savior! (MORE) 43. And I am rescuing you from this green...(kisses up her arm while Fiona pulls back in disgust)...beast. SHREK Hey! That's my princess! Go find you own! ROBIN HOOD Please, monster! Can't you see I'm a little busy here? FIONA (getting fed up) Look, pal, I don't know who you think you are! ROBIN HOOD Oh! Of course! Oh, how rude. Please let me introduce myself. Oh, Merry Men. (laughs) Suddenly an accordion begins to play and the Merry men pop out from the bushes. They begin to sing Robin's theme song. MERRY MEN Ta, dah, dah, dah, whoo. ROBIN HOOD I steal from the rich and give to the needy. MERRY MEN He takes a wee percentage, ROBIN HOOD But I'm not greedy. I rescue pretty damsels, man, I'm good. MERRY MEN What a guy, Monsieur Hood. ROBIN HOOD Break it down. I like an honest fight and a saucy little maid... MERRY MEN What he's basically saying is he likes to get... ROBIN HOOD (CONT'D) 44. ROBIN HOOD Paid. So...When an ogre in the bush grabs a lady by the tush. That's bad. MERRY MEN That's bad. ROBIN HOOD When a beauty's with a beast it makes me awfully mad. MERRY MEN He's mad, he's really, really mad. ROBIN HOOD I'll take my blade and ram it through your heart, keep your eyes on me, boys 'cause I'm about to start... There is a grunt as Fiona swings down from the tree limb and knocks Robin Hood unconscious. FIONA Man, that was annoying! Shrek looks at her in admiration. MERRY MAN Oh, you little- - (shoots an arrow at Fiona but she ducks out of the way) The arrow flies toward Donkey who jumps into Shrek's arms to get out of the way. The arrow proceeds to just bounce off a tree. Another fight sequence begins and Fiona gives a karate yell and then proceeds to beat the crap out of the Merry Men. There is a very interesting 'Matrix' moment here when Fiona pauses in mid-air to fix her hair. Finally all of the Merry Men are down, and Fiona begins walking away. FIONA Uh, shall we? SHREK Hold the phone. (drops Donkey and begins walking after Fiona) Oh! Whoa, whoa, whoa. Hold on now. Where did that come from? 45. FIONA What? SHREK That! Back there. That was amazing! Where did you learn that? FIONA Well...(laughs) when one lives alone, uh, one has to learn these things in case there's a...(gasps and points) there's an arrow in your butt! SHREK What? (turns and looks) Oh, would you look at that? (he goes to pull it out but flinches because it's tender) FIONA Oh, no. This is all my fault. I'm so sorry. DONKEY (walking up) Why? What's wrong? FIONA Shrek's hurt. DONKEY Shrek's hurt. Shrek's hurt? Oh, no, Shrek's gonna die. SHREK Donkey, I'm okay. DONKEY You can't do this to me, Shrek. I'm too young for you to die. Keep you legs elevated. Turn your head and cough. Does anyone know the Heimlich? FIONA Donkey! Calm down. If you want to help Shrek, run into the woods and find me a blue flower with red thorns. DONKEY Blue flower, red thorns. Okay, I'm on it. Blue flower, red thorns. (MORE) 46. Don't die Shrek. If you see a long tunnel, stay away from the light! SHREK & FIONA Donkey! DONKEY Oh, yeah. Right. Blue flower, red thorns. (runs off) SHREK What are the flowers for? FIONA (like it's obvious) For getting rid of Donkey. SHREK Ah. FIONA Now you hold still, and I'll yank this thing out. (gives the arrow a little pull) SHREK (jumps away) Ow! Hey! Easy with the yankin'. As they continue to talk Fiona keeps going after the arrow and Shrek keeps dodging her hands. FIONA I'm sorry, but it has to come out. SHREK No, it's tender. FIONA Now, hold on. SHREK What you're doing is the opposite of help. FIONA Don't move. SHREK Look, time out. DONKEY (CONT'D) 47. FIONA Would you...(grunts as Shrek puts his hand over her face to stop her from getting at the arrow) Okay. What do you propose we do? ELSEWHERE Donkey is still looking for the special flower. DONKEY Blue flower, red thorns. Blue flower, red thorns. Blue flower, red thorns. This would be so much easier if I wasn't color-blind! Blue flower, red thorns. SHREK (os) Ow! DONKEY Hold on, Shrek! I'm comin'! (rips a flower off a nearby bush that just happens to be a blue flower with red thorns) THE FOREST PATH SHREK Ow! Not good. FIONA Okay. Okay. I can nearly see the head. (Shrek grunts as she pulls) It's just about... SHREK Ow! Ohh! (he jerks and manages to fall over with Fiona on top of him) DONKEY Ahem. SHREK (throwing Fiona off of him) Nothing happend. We were just, uh - - DONKEY Look, if you wanted to be alone, all you had to do was ask. Okay? SHREK Oh, come on! That's the last thing on my mind. (MORE) 48. The princess here was just- - (Fiona pulls the arrow out) Ugh! (he turns to look at Fiona who holds up the arrow with a smile) Ow! DONKEY Hey, what's that? (nervous chuckle) That's...is that blood? Donkey faints. Shrek walks over and picks him up as they continue on their way. There is a montage of scenes as the group heads back to DuLoc. Shrek crawling up to the top of a tree to make it fall over a small brook so that Fiona won't get wet. Shrek then gets up as Donkey is just about to cross the tree and the tree swings back into it's upright position and Donkey flies off. Shrek swatting and a bunch of flies and mosquitoes. Fiona grabs a nearby spiderweb that's on a tree branch and runs through the field swinging it around to catch the bugs. She then hands it to Shrek who begins eating like it's a treat. As he walks off she licks her fingers. Shrek catching a toad and blowing it up like a balloon and presenting it to Fiona. Fiona catching a snake, blowing it up, fashioning it into a balloon animal and presenting it to Shrek. The group arriving at a windmill that is near DuLoc. WINDMILL SHREK There it is, Princess. Your future awaits you. FIONA That's DuLoc? DONKEY Yeah, I know. You know, Shrek thinks Lord Farquaad's compensating for something, which I think means he has a really...(Shrek steps on his hoof) Ow! SHREK Um, I, uh- - I guess we better move on. FIONA Sure. But, Shrek? I'm - - I'm worried about Donkey. SHREK What? SHREK (CONT'D) 49. FIONA I mean, look at him. He doesn't look so good. DONKEY What are you talking about? I'm fine. FIONA (kneels to look him in the eyes) That's what they always say, and then next thing you know, you're on your back. (pause) Dead. SHREK You know, she's right. You look awful. Do you want to sit down? FIONA Uh, you know, I'll make you some tea. DONKEY I didn't want to say nothin', but I got this twinge in my neck, and when I turn my head like this, look, (turns his neck in a very sharp way until his head is completely sideways) Ow! See? SHREK Who's hungry? I'll find us some dinner. FIONA I'll get the firewood. DONKEY Hey, where you goin'? Oh, man, I can't feel my toes! (looks down and yelps) I don't have any toes! I think I need a hug. SUNSET Shrek has built a fire and is cooking the rest of dinner while Fiona eats. FIONA Mmm. This is good. This is really good. What is this? SHREK Uh, weed rat. Rotisserie style. 50. FIONA No kidding. Well, this is delicious. SHREK Well, they're also great in stews. Now, I don't mean to brag, but I make a mean weed rat stew. (chuckles) Fiona looks at DuLoc and sighs. FIONA I guess I'll be dining a little differently tomorrow night. SHREK Maybe you can come visit me in the swamp sometime. I'll cook all kind of stuff for you. Swamp toad soup, fish eye tartare - - you name it. FIONA (smiles) I'd like that. They smiles at each other. SHREK Um, Princess? FIONA Yes, Shrek? SHREK I, um, I was wondering...are you...(sighs) Are you gonna eat that? DONKEY (chuckles) Man, isn't this romantic? Just look at that sunset. FIONA (jumps up) Sunset? Oh, no! I mean, it's late. I-It's very late. SHREK What? DONKEY Wait a minute. I see what's goin' on here. You're afraid of the dark, aren't you? 51. FIONA Yes! Yes, that's it. I'm terrified. You know, I'd better go inside. DONKEY Don't feel bad, Princess. I used to be afraid of the dark, too, until - - Hey, no, wait. I'm still afraid of the dark. Shrek sighs FIONA Good night. SHREK Good night. Fiona goes inside the windmill and closes the door. Donkey looks at Shrek with a new eye. DONKEY Ohh! Now I really see what's goin' on here. SHREK Oh, what are you talkin' about? DONKEY I don't even wanna hear it. Look, I'm an animal, and I got instincts. And I know you two were diggin' on each other. I could feel it. SHREK You're crazy. I'm just bringing her back to Farquaad. DONKEY Oh, come on, Shrek. Wake up and smell the pheromones. Just go on in and tell her how you feel. SHREK I- - There's nothing to tell. Besides, even if I did tell her that, well, you know - - and I'm not sayin' I do 'cause I don't - - she's a princess, and I'm - - DONKEY An ogre? 52. SHREK Yeah. An ogre. DONKEY Hey, where you goin'? SHREK To get... move firewood. (sighs) Donkey looks over at the large pile of firewood there already is. TIME LAPSE Donkey opens the door to the Windmill and walks in. Fiona is nowhere to be seen. DONKEY Princess? Princess Fiona? Princess, where are you? Princess? Fiona looks at Donkey from the shadows, but we can't see her. DONKEY (CONT’D) It's very spooky in here. I ain't playing no games. Suddenly Fiona falls from the railing. She gets up only she doesn't look like herself. She looks like an ogre and Donkey starts freaking out. DONKEY (CONT’D) Aah! FIONA Oh, no! DONKEY No, help! FIONA Shh! DONKEY Shrek! Shrek! Shrek! FIONA No, it's okay. It's okay. DONKEY What did you do with the princess? 53. FIONA Donkey, I'm the princess. DONKEY Aah! FIONA It's me, in this body. DONKEY Oh, my God! You ate the princess. (to her stomach) Can you hear me? FIONA Donkey! DONKEY (still aimed at her stomach) Listen, keep breathing! I'll get you out of there! FIONA No! DONKEY Shrek! Shrek! Shrek! FIONA Shh. DONKEY Shrek! FIONA This is me. Donkey looks into her eyes as she pets his muzzle, and he quiets down. DONKEY Princess? What happened to you? You're, uh, uh, uh, different. FIONA I'm ugly, okay? DONKEY Well, yeah! Was it something you ate? 'Cause I told Shrek those rats was a bad idea. You are what you eat, I said. Now - - 54. FIONA No. I - - I've been this way as long as I can remember. DONKEY What do you mean? Look, I ain't never seen you like this before. FIONA It only happens when sun goes down. "By night one way, by day another. This shall be the norm... until you find true love's first kiss... and then take love's true form." DONKEY Ah, that's beautiful. I didn't know you wrote poetry. FIONA It's a spell. (sigh) When I was a little girl, a witch cast a spell on me. Every night I become this. This horrible, ugly beast! I was placed in a tower to await the day my true love would rescue me. That's why I have to marry Lord Farquaad tomorrow before the sun sets and he sees me like this. (begins to cry) DONKEY All right, all right. Calm down. Look, it's not that bad. You're not that ugly. Well, I ain't gonna lie. You are ugly. But you only look like this at night. Shrek's ugly 24- 7. FIONA But Donkey, I'm a princess, and this is not how a princess is meant to look. DONKEY Princess, how 'bout if you don't marry Farquaad? FIONA I have to. Only my true love's kiss can break the spell. 55. DONKEY But, you know, um, you're kind of an orge, and Shrek - - well, you got a lot in common. FIONA Shrek? OUTSIDE Shrek is walking towards the windmill with a sunflower in his hand. SHREK (to himself) Princess, I - - Uh, how's it going, first of all? Good? Um, good for me too. I'm okay. I saw this flower and thought of you because it's pretty and - - well, I don't really like it, but I thought you might like it 'cause you're pretty. But I like you anyway. I'd - - uh, uh...(sighs) I'm in trouble. Okay, here we go. He walks up to the door and pauses outside when he hears Donkey and Fiona talking. FIONA (os) I can't just marry whoever I want. Take a good look at me, Donkey. I mean, really, who can ever love a beast so hideous and ugly? "Princess" and "ugly" don't go together. That's why I can't stay here with Shrek. Shrek steps back in shock. FIONA (CONT’D) (os) My only chance to live happily ever after is to marry my true love. Shrek heaves a deep sigh. He throws the flower down and walks away. INSIDE FIONA Don't you see, Donkey? That's just how it has to be. It's the only way to break the spell. 56. DONKEY You at least gotta tell Shrek the truth. FIONA No! You can't breathe a word. No one must ever know. DONKEY What's the point of being able to talk if you gotta keep secrets? FIONA Promise you won't tell. Promise! DONKEY All right, all right. I won't tell him. But you should. (goes outside) I just know before this is over, I'm gonna need a whole lot of serious therapy. Look at my eye twitchin'. Fiona comes out the door and watches him walk away. She looks down and spots the sunflower. She picks it up before going back inside the windmill. MORNING Donkey is asleep. Shrek is nowhere to be seen. Fiona is still awake. She is plucking petals from the sunflower. FIONA I tell him, I tell him not. I tell him, I tell him not. I tell him. (she quickly runs to the door and goes outside) Shrek! Shrek, there's something I want...(she looks and sees the rising sun, and as the sun crests the sky she turns back into a human.) Just as she looks back at the sun she sees Shrek stomping towards her. FIONA (CONT’D) Shrek. Are you all right? SHREK Perfect! Never been better. FIONA I - - I don't - - There's something I have to tell you. 57. SHREK You don't have to tell me anything, Princess. I heard enough last night. FIONA You heard what I said? SHREK Every word. FIONA I thought you'd understand. SHREK Oh, I understand. Like you said, "Who could love a hideous, ugly beast?" FIONA But I thought that wouldn't matter to you. SHREK Yeah? Well, it does. (Fiona looks at him in shock. He looks past her and spots a group approaching.) Ah, right on time. Princess, I've brought you a little something. Farquaad has arrived with a group of his men. He looks very regal sitting up on his horse. You would never guess that he's only like 3 feet tall. Donkey wakes up with a yawn as the soldiers march by. DONKEY What'd I miss? What'd I miss? (spots the soldiers) (muffled) Who said that? Couldn't have been the donkey. FARQUAAD Princess Fiona. SHREK As promised. Now hand it over. FARQUAAD Very well, ogre. (holds out a piece of paper) The deed to your swamp, cleared out, as agreed. Take it and go before I change my mind. (MORE) 58. (Shrek takes the paper) Forgive me, Princess, for startling you, but you startled me, for I have never seen such a radiant beauty before. I'm Lord Farquaad. FIONA Lord Farquaad? Oh, no, no. (Farquaad snaps his fingers) Forgive me, my lord, for I was just saying a short... (Watches as Farquaad is lifted off his horse and set down in front of her. He comes to her waist.) farewell. FARQUAAD Oh, that is so sweet. You don't have to waste good manners on the ogre. It's not like it has feelings. FIONA No, you're right. It doesn't. Donkey watches this exchange with a curious look on his face. FARQUAAD Princess Fiona, beautiful, fair, flawless Fiona. I ask your hand in marriage. Will you be the perfect bride for the perfect groom? FIONA Lord Farquaad, I accept. Nothing would make - - FARQUAAD (interrupting) Excellent! I'll start the plans, for tomorrow we wed! FIONA No! I mean, uh, why wait? Let's get married today before the sun sets. FARQUAAD Oh, anxious, are you? You're right. The sooner, the better. There's so much to do! There's the caterer, the cake, the band, the guest list. Captain, round up some guests! (a guard puts Fiona on the back of his horse) FARQUAAD (CONT'D) 59. FIONA Fare-thee-well, ogre. Farquaad's whole party begins to head back to DuLoc. Donkey watches them go. DONKEY Shrek, what are you doing? You're letting her get away. SHREK Yeah? So what? DONKEY Shrek, there's something about her you don't know. Look, I talked to her last night, She's - - SHREK I know you talked to her last night. You're great pals, aren't ya? Now, if you two are such good friends, why don't you follow her home? DONKEY Shrek, I - - I wanna go with you. SHREK I told you, didn't I? You're not coming home with me. I live alone! My swamp! Me! Nobody else! Understand? Nobody! Especially useless, pathetic, annoying, talking donkeys! DONKEY But I thought - - SHREK Yeah. You know what? You thought wrong! (stomps off) DONKEY Shrek. Montage of different scenes. Shrek arriving back home. Fiona being fitted for the wedding dress. Donkey at a stream running into the dragon. Shrek cleaning up his house. Fiona eating dinner alone. Shrek eating dinner alone. 60. SHREK'S HOME Shrek is eating dinner when he hears a sound outside. He goes outside to investigate. SHREK Donkey? (Donkey ignores him and continues with what he's doing.) What are you doing? DONKEY I would think, of all people, you would recognize a wall when you see one. SHREK Well, yeah. But the wall's supposed to go around my swamp, not through it. DONKEY It is around your half. See that's your half, and this is my half. SHREK Oh! Your half. Hmm. DONKEY Yes, my half. I helped rescue the princess. I did half the work. I get half the booty. Now hand me that big old rock, the one that looks like your head. SHREK Back off! DONKEY No, you back off. SHREK This is my swamp! DONKEY Our swamp. SHREK (grabs the tree branch Donkey is working with) Let go, Donkey! DONKEY You let go. 61. SHREK Stubborn jackass! DONKEY Smelly ogre. SHREK Fine! (drops the tree branch and walks away) DONKEY Hey, hey, come back here. I'm not through with you yet. SHREK Well, I'm through with you. DONKEY Uh-uh. You know, with you it's always, "Me, me, me!" Well, guess what! Now it's my turn! So you just shut up and pay attention! You are mean to me. You insult me and you don't appreciate anything that I do! You're always pushing me around or pushing me away. SHREK Oh, yeah? Well, if I treated you so bad, how come you came back? DONKEY Because that's what friends do! They forgive each other! SHREK Oh, yeah. You're right, Donkey. I forgive you... for stabbin' me in the back! (goes into the outhouse and slams the door) DONKEY Ohh! You're so wrapped up in layers, onion boy, you're afraid of your own feelings. SHREK (os) Go away! DONKEY There you are , doing it again just like you did to Fiona. (MORE) 62. All she ever do was like you, maybe even love you. SHREK (os) Love me? She said I was ugly, a hideous creature. I heard the two of you talking. DONKEY She wasn't talkin' about you. She was talkin' about, uh, somebody else. SHREK (opens the door and comes out) She wasn't talking about me? Well, then who was she talking about? DONKEY Uh-uh, no way. I ain't saying anything. You don't wanna listen to me. Right? Right? SHREK Donkey! DONKEY No! SHREK Okay, look. I'm sorry, all right? (sigh) I'm sorry. I guess I am just a big, stupid, ugly ogre. Can you forgive me? DONKEY Hey, that's what friends are for, right? SHREK Right. Friends? DONKEY Friends. SHREK So, um, what did Fiona say about me? DONKEY What are you asking me for? Why don't you just go ask her? DONKEY (CONT'D) 63. SHREK The wedding! We'll never make it in time. DONKEY Ha-ha-ha! Never fear, for where, there's a will, there's a way and I have a way. (whistles) Suddenly the dragon arrives overhead and flies low enough so they can climb on. SHREK Donkey? DONKEY I guess it's just my animal magnetism. They both laugh. SHREK Aw, come here, you. (gives Donkey a noogie) DONKEY All right, all right. Don't get all slobbery. No one likes a kiss ass. All right, hop on and hold on tight. I haven't had a chance to install the seat belts yet. They climb aboard the dragon and she takes off for DuLoc. DULOC - CHURCH Fiona and Farquaad are getting married. The whole town is there. The prompter card guy holds up a card that says 'Revered Silence'. PRIEST People of DuLoc, we gather here today to bear witness to the union.... FIONA (eyeing the setting sun) UmPRIEST ...of our new king... 64. FIONA Excuse me. Could we just skip ahead to the "I do's"? FARQUAAD (chuckles and then motions to the priest to indulge Fiona) Go on. COURTYARD Some guards are milling around. Suddenly the dragon lands with a boom. The guards all take off running. DONKEY (to Dragon) Go ahead, HAVE SOME FUN. If we need you, I'll whistle. How about that? (she nods and goes after the guards) Shrek, wait, wait! Wait a minute! You wanna do this right, don't you? SHREK (at the Church door) What are you talking about? DONKEY There's a line you gotta wait for. The preacher's gonna say, "Speak now or forever hold your peace." That's when you say, "I object!" SHREK I don't have time for this! DONKEY Hey, wait. What are you doing? Listen to me! Look, you love this woman, don't you? SHREK Yes. DONKEY You wanna hold her? SHREK Yes. DONKEY Please her? SHREK Yes! 65. DONKEY (singing James Brown style) Then you got to, got to try a little tenderness. (normal) The chicks love that romantic crap! SHREK All right! Cut it out. When does this guy say the line? DONKEY We gotta check it out. INSIDE CHURCH As the priest talks we see Donkey's shadow through one of the windows Shrek tosses him up so he can see. PRIEST And so, by the power vested in me... Outside SHREK What do you see? DONKEY The whole town's in there. Inside PRIEST I now pronounce you husband and wife... Outside DONKEY They're at the altar. Inside PRIEST ...king and queen. Outside DONKEY Mother Fletcher! He already said it. SHREK Oh, for the love of Pete! 66. He runs inside without catching Donkey, who hits the ground hard. INSIDE CHURCH SHREK (running toward the alter) I object! FIONA Shrek? The whole congregation gasps as they see Shrek. FARQUAAD Oh, now what does he want? SHREK (to congregation as he reaches the front of the Church) Hi, everyone. Havin' a good time, are ya? I love DuLoc, first of all. Very clean. FIONA What are you doing here? SHREK Really, it's rude enough being alive when no one wants you, but showing up uninvited to a wedding... SHREK (CONT’D) Fiona! I need to talk to you. FIONA Oh, now you wanna talk? It's a little late for that, so if you'll excuse me - - SHREK But you can't marry him. FIONA And why not? SHREK Because- - Because he's just marring you so he can be king. 67. FARQUAAD Outrageous! Fiona, don't listen to him. SHREK He's not your true love. FIONA And what do you know about true love? SHREK Well, I - - Uh - - I mean - - FARQUAAD Oh, this is precious. The ogee has fallen in love with the princess! Oh, good Lord. (laughs) The prompter card guy holds up a card that says 'Laugh'. The whole congregation laughs. FARQUAAD (CONT’D) An ogre and a princess! FIONA Shrek, is this true? FARQUAAD Who cares? It's preposterous! Fiona, my love, we're but a kiss away from our "happily ever after." Now kiss me! (puckers his lips and leans toward her, but she pulls back.) FIONA (looking at the setting sun) "By night one way, by day another." (to Shrek) I wanted to show you before. She backs up and as the sun sets she changes into her ogre self. She gives Shrek a sheepish smile. SHREK Well, uh, that explains a lot. (Fiona smiles) FARQUAAD Ugh! It's disgusting! Guards! Guards! I order you to get that out of my sight now! Get them! Get them both! 68. The guards run in and separate Fiona and Shrek. Shrek fights them. SHREK No, no! FIONA Shrek! FARQUAAD This hocus-pocus alters nothing. This marriage is binding, and that makes me king! See? See? FIONA No, let go of me! Shrek! SHREK No! FARQUAAD Don't just stand there, you morons. SHREK Get out of my way! Fiona! Arrgh! FARQUAAD I'll make you regret the day we met. I'll see you drawn and quartered! You'll beg for death to save you! FIONA No, Shrek! FARQUAAD (hold a dagger to Fiona's throat) And as for you, my wife... SHREK Fiona! FARQUAAD I'll have you locked back in that tower for the rest of your days! I'm king! Shrek manages to get a hand free and he whistles. FARQUAAD (CONT’D) I will have order! I will have perfection! (MORE) 69. I will have - - (Donkey and the dragon show up and the dragon leans down and eats Farquaad) Aaaah! Aah! DONKEY All right. Nobody move. I got a dragon here, and I'm not afraid to use it. (The dragon roars.) I'm a donkey on the edge! The dragon belches and Farquaad's crown flies out of her mouth and falls to the ground. DONKEY (CONT’D) Celebrity marriages. They never last, do they? The congregation cheers. DONKEY (CONT’D) Go ahead, Shrek. SHREK Uh, Fiona? FIONA Yes, Shrek? SHREK I - - I love you. FIONA Really? SHREK Really, really. FIONA (smiles) I love you too. Shrek and Fiona kiss. Thelonius takes one of the cards and writes 'Awwww' on the back and then shows it to the congregation. CONGREGATION Aawww! Suddenly the magic of the spell pulls Fiona away. She's lifted up into the air and she hovers there while the magic works around her. FARQUAAD (CONT’D) 70. WHISPERS "Until you find true love's first kiss and then take love's true form. Take love's true form. Take love's true form." Suddenly Fiona's eyes open wide. She's consumed by the spell and then is slowly lowered to the ground. SHREK (going over to her) Fiona? Fiona. Are you all right? FIONA (standing up, she's still an ogre) Well, yes. But I don't understand. I'm supposed to be beautiful. SHREK But you ARE beautiful. They smile at each other. DONKEY (chuckles) I was hoping this would be a happy ending. Shrek and Fiona kiss...and the kiss fades into... THE SWAMP ...their wedding kiss. Shrek and Fiona are now married. 'I'm a Believer' by Smashmouth is played in the background. Shrek and Fiona break apart and run through the crowd to their awaiting carriage. Which is made of a giant onion. Fiona tosses her bouquet which both Cinderella and Snow White try to catch. But they end up getting into a cat fight and so the dragon catches the bouquet instead. The Gingerbread man has been mended somewhat and now has one leg and walks with a candy cane cane. Shrek and Fiona walk off as the rest of the guests party and Donkey takes over singing the song. GINGERBREAD MAN God bless us, every one. DONKEY (as he's done singing and we fade to black) Oh, that's funny. Oh. Oh. I can't breathe. I can't breathe. THE END 71.

Leland: This is Agent Leland Turbo. I have a flash transmission for Finn McMissile. Finn, my cover's been compromised. Everything's gone pear-shaped. You won't believe what I found out here. This is bigger than anything we've ever seen, and no one knows it exists. Finn, I need backup, but don't call the cavalry, it could blow the operation. - And be careful. It's not safe out here.

Acer: Let's go.

Leland: Transmitting my grids now. Good luck.

Crabby: Right where you paid me to bring you. Question is, why?

Finn: I'm looking for a car.

Crabby: A car? Ha! Hey, pal, you can't get any further away from land than out here.

Finn: Exactly where I want to be.

Crabby: I got news for you, buddy. There's nobody out here but us.

Tony: What are you doing out here?

Crabby: What does it look like, genius? I'm crabbing.

Tony: Well, turn around and go back where you came from.

Crabby: Yeah, and who's gonna make me? All right. All right. Don't get your prop in a twist. What a jerk. Sorry, buddy. Looks like it's the end of the line. Buddy?

(SHIP'S HORN HONKING)

Tannoy: Incoming. All workers report to the loading dock.

Finn: Leland Turbo, this is Finn McMissile. I'm at the rally point. Over.

Tannoy: All right, fellas, you know the drill.

Finn: Leland, it's Finn. Please respond. Over.

(STATIC) Tannoy: Come along, guys. These crates aren't gonna unload themselves.

(GERMAN ACCENT)

Professor Z: Too many cars here. Out of my way.

Finn: Professor Zündapp? Rod: Here it is, Professor. You wanted to see this before we load it?

Professor Z: Ah, yes. Very carefully.

(SPEAKING IN GERMAN) Rod: Oh, a TV camera. What does it actually do?

Professor Z: This camera is extremely dangerous.

Finn: What are you up to now, Professor?

Professor Z: This is valuable equipment. Make sure it is properly secured for the voyage.

Rod: You got it.

Grem: Hey, Professor Z! This is one of those British spies we told you about.

Acer: Yeah! This one we caught sticking his bumper where it didn't belong.

Professor Z: Agent Leland Turbo.

(GASPS)

Professor Z: It's Finn McMissile! He's seen the camera! Kill him!

Tannoy: All hands on deck! All hands on deck!

Car: Whoa! Waargh! (BEEPING) (SQUEALING)

Car: What?

Grem: Get to the boats!

Acer: He's getting away!

Tony: Not for long! (CHUCKLES)

Grem: (over radio) He's dead, Professor.

Professor Z: Wunderbar! With Finn McMissile gone, who can stop us now?

Mater: Mater -Tow Mater, that's who - is here to help you.

(ENGINE CHOKING)

Mater: Hey, Otis!

Otis: Hey, Mater. I... Oh, gosh. I'm so sorry. I thought I could make it this time, but...

Otis: Smooth like pudding, huh?

(SIGHS)

Otis: Who am I kidding? I'll always be a lemon.

Mater: Well, dad-gum, you're leaking oil again. Must be your gaskets. Hey, but look on the bright side. This is your tenth tow this month, so it's on the house.

Otis: You're the only one that's nice to lemons like me, Mator.

Mater: Don't sweat it. Shoot, these things happen to everybody.

Otis: But you never leak oil.

Mater: Yeah, but I ain't perfect. Don't tell nobody, but I think my rust is starting to show through.

Otis: Hey. Is Lightning McQueen back yet?

Mater: Not yet.

Otis: He must be crazy excited about winning his fourth Piston Cup.

Mater: Four! Wow! Yeah, we're so dad-gum proud of him, but I wish he'd hurry up and get back, 'cause we got a whole summer's worth of best friend fun to make up for. Just me and... (GASPS)

(HORN HONKS)

Mater: McQueen!

Otis: Whoa, whoa, whoa!

Mater: McQueen!

Otis: Mater! I'm in no hurry!

Mater: Hey, everybody. McQueen's back! McQueen's back! McQueen's back! McQueen's back!

(OTIS EXCLAIMING)

McQueen's back!

Luigi: Oh, Lightning! Welcome home!

Flo: Good to have you back, honey!

Fillmore: Congratulations, man.

Sarge: Welcome home, soldier.

Sherriff: The place wasn't the same without you, son.

Lizzie: What? Did he go somewhere?

McQueen: It's good to be home, everybody.

(HORN HONKS)

McQueen: Mater!

Mater: McQueen!

McQueen: Mater!

Mater: McQueen!

Otis: Oooh! (SCREAMS)

Ramone: Hey, how far did you make it this time, Otis?

Otis: Halfway to the county line.

Ramone: Ooh, not bad, man!

Otis: I know! I can't believe it either!

Mater: McQueen! Welcome back!

McQueen: Mater, it's so good to see you.

Mater: You too, buddy. Oh, man, you ain't going to believe the things I got planned for us!

Mack: These best friend greetings get longer every year!

Mater: You ready to have some serious fun?

McQueen: I've got something to show you first. Wow.

Mater: I can't believe they renamed the Piston Cup after our very own Doc Hudson.

McQueen: I know Doc said these things were just old cups, but to have someone else win it just didn't feel right, you know?

Mater: Doc would've been real proud of you. That's for sure. All right, pal. I've been waiting all summer for this.

McQueen: What you got planned?

Mater: Ho-ho-ho! You sure you can handle it?

McQueen: Do you know who you're talking to? This is Lightning McQueen! I can handle anything. Er... Mater?

Mater: Just remember, your brakes ain't going to work on these!

McQueen: Mater?!

Mater: Relax. These train tracks ain't been used in years!

(TRAIN HORN)

Both: Aaaah! Aaaah!

Mater: Faster, faster. Come on. Here we go! Faster!

(LAUGHS) (MATER CHUCKLES)

Mater: Ooh. Wow.

McQueen: Yeah, I don't know. Do you think?

Mater: This is going to be good!

(BLASTS HORN) (MATER LAUGHING)

Mater: Did you see that?

(GURGLING)

Mater: Uh-oh. This ain't going to be good. Ha-ha! Boy, this was the best day ever! And my favorite souvenir, this new dent.

McQueen: Boy, Mater, today was ah...

Mater: Shoot, that was nothing. Wait till you see what I got planned for tonight!

McQueen: Mater, Mater, whoa! I was thinking of just a quiet dinner.

Mater: That's exactly what I was thinking.

McQueen: No, I meant with Sally, Mater.

Mater: Even better! You, me and Miss Sally going out for supper.

McQueen: Mater, I meant it would be just me and Sally.

Mater: Oh.

McQueen: You know, just for tonight.

Mater: Oh...

McQueen: We'll do whatever you want tomorrow.

Mater: Okay.

McQueen: Thanks for understanding.

Mater: Yeah, sure. Y'all go on and have fun now.

McQueen: All right, then. See you soon, amigo.

(SIGHS)

Sally: Ah, this is so nice.

McQueen: I can't tell you how good it is to be here alone just the two of us, finally. You and me.

Mater: Ahem! Good evening.

McQueen: Oh!

Mater: My name is Mater, and I'll be your waiter. Mater the waiter. That's funny right there.

Sally: Mater? You work here?

Mater: Yeah, I work here. What'd you think? I just snuck in here when nobody was looking and pretended to be your waiter so I could hang out with you?

Sally: Oh, yeah. How ridiculous would that be?

Mater: Can I start you two lovebirds off with a couple of drinks?

Sally: Yes. I'll have my usual.

McQueen: You know what? I'll have that, too.

Mater: Uh... Right. Your usual.

(McQUEEN LAUGHING) (RATTLING)

Fillmore: Thanks, man.

Car: Grazie, Guido.

Mater: Guido, what's McQueen's usual?

Guido: How should I know?

Mater: Perfect. Give me two of them.

Sarge: Quiet! My program's on.

Tannoy: Tonight on the Mel Dorado Show...His story gripped the world.

Mel: Oil billionaire Miles Axlerod, in an attempt to become the first car to circumnavigate the globe without GPS,ironically ran out of gas, and found himself trapped in the wild. Feared dead, he emerged 36 days later, running on a fuel he distilled himself from the natural elements! Since then, he's sold his oil fortune, converted himself from a gas-guzzler into an electric car and has devoted his life to finding a renewable, clean-burning fuel. Now he claims to have done it with his Allinol. And to show the world what his new super fuel can do he's created a racing competition like no other, inviting the greatest champion to battle in the first ever World Grand Prix. Welcome, Sir Miles Axlerod.

Miles: Thank you, Mel. It is good to be here. Listen to me. Big oil. It costs a fortune. Pollution is getting worse. I mean, it's a fossil fuel. "Fossil," as in dead dinosaurs. And we all know what happened to them. Alternative energy is the future. Trust me, Mel. After seeing Allinol in action at the World Grand Prix, nobody will ever go back to gasoline again.

Mater: What happened to the dinosaurs, now?

Mel: And on satellite, a World Grand Prix competitor and one of the fastest cars in the world, Francesco Bernoulli.

Francesco: It is an honor, Signore Dorado, for you.

Mel: Why not invite Lightning McQueen?

Miles: Of course we invited him, but apparently after his very long racing season he is taking time off to rest.

Francesco: The Lightning McQueen would not have a chance against Francesco. I can go over 300 kilometers an hour. In miles, that is like... way faster than McQueen.

Mel: Let's go to the phones. Baltimore, Maryland, you're on the air.

Car: Am I on? Hello?

Mel: You're on. Go ahead.

Car: Hello?

Mel: Go ahead. Let's go to Radiator Springs. You're on, caller.

Mater: That Italian feller you got on there can't talk that way about Lightning McQueen. He's the bestest race car in the whole wide world.

Sarge: Uh-oh.

Francesco: If he is, how you say, "the bestest race car," then why must he rest? Huh?

Mater: 'Cause he knows what's important. Every now and then he prefers just to slow down, enjoy life.

Francesco: Oh! You heard it! Lightning McQueen prefers to be slow! This is not news to Francesco. When I want to go to sleep, I watch one of his races. After two laps, I am out cold.

(MURMURING)

Mater: That ain't what I meant.

McQueen: What's going on over there?

Francesco: He is afraid of Francesco.

McQueen: That's that Italian formula car. His name is...

Sally: Francesco Bernoulli. No wonder there's a crowd.

McQueen: Why do you know his name? And don't say it like that. It's three syllables, not ten.

Sally: What? He's nice to look at. You know, open-wheeled and all.

McQueen: What's wrong with fenders? I thought you liked my fenders.

Mater: Let me tell you something else, Francesco.

McQueen: Mater?

Mater: McQueen could drive circles around you.

Francesco: Driving in circles is all he can-a do, no?

Mater: No. I mean, yes. I mean, he could beat you anywhere. Any time, any track.

Francesco: Mel, can we move on? Francesco needs a caller who can provide a little more intellectual stimulation, like a dump truck.

Mater: Ha-ha! That shows what you know. Dump trucks is dumb. Hey! Whoa!

McQueen: Yeah, hi. This is Lightning McQueen.

Francesco: The Lightning McQueen, huh?

McQueen: I don't appreciate my best friend being insulted like that.

Francesco: McQueen, that was your best friend? Oh! This is the difference between you and Francesco. Francesco knows how good he is. He does not need to surround himself with tow trucks to prove it.

McQueen: Those are strong words from a car that is so fragile.

Francesco: Fragile! He calls Francesco fragile! Not-a so fast, McQueen!

McQueen: "Not so fast?" Is that your new motto?

Francesco: Motto?

Miles: This sounds like something that needs to be settled on the race course. What do you say, Lightning McQueen? We've got room for one more racer.

McQueen: I would love to, but my crew is off for the season, so...

(LUG NUTS POPPING)

Guido: Pit stop.

McQueen: You know what? They just got back. Deal me in, baby. Ka-chow! Yeah.

(CHEERING) I know, I know. I just got back, but we won't be long.

Sally: No, don't worry about me. I've got enough to do here. Mater's going to have a blast though. You're bringing Mater, right? You never bring him to any of your races.

(MUFFLED)

Just let him sit in the pits. Give him a headset. Come on, it will be the thrill of a lifetime for him.

Your drink, sir.

Mater.

I didn't taste it!

How'd you like to come and see the world with me?

You mean it?

Yeah. You got me into this thing. You're coming along.

All right!

Ka-chow!

Ha-ha!

(JET ENGINE ROARS) (BOTH LAUGH) (BOTH LAUGH)

Hey!

Mater: Hey, excuse me! (IN JAPANESE) Domo arigato!

Yeah!

(LAUGHS)

(GONG CRASHES)

Guido, look. Ferraris and tires. Let's go!

Ho-ho! Look at this. Okay, now, Mater, remember, best behavior.

You got it, buddy. Hey, what's that?

Mater!

Hey, McQueen! Over here.

Lewis!

Hey, man.

Jeff!

Hey, Lightning. Can you believe this party?

Hey. You done good. You got all the leaves.

Check out that tow truck.

Man, I wonder who that guy's with.

Ah... Will you guys excuse me just for one little second?

Ho-ho! Good job!

Mater. Listen, this isn't Radiator Springs.

You're just realizing that? Oh-ho! That jet lag really done a number on you.

Mater, things are different over here. Which means maybe you should, you know, act a little different, too.

Different than what?

Well, just help me out here.

You need help? Shoot! Why didn't you say so? That's what a tow truck does.

Yeah, I mean...

Looky there. It's Mr. San Francisco. I'll introduce you.

Mater, no!

Look at me. I'm helping you already.

Hey, Mr. San Francisco, I'd like you to meet...

Ah, Lightning McQueen! Buona sera.

Nice to meet you, Francesco.

Nice to meet you, too. You are very good-looking. Not as good as I thought, but good.

Excuse me. Can I get a picture with you?

Anything for McQueen's friend.

Miss Sally is going to flip when she sees this. She's Lightning McQueen's girlfriend.

Oooh!

She's a big fan of yours.

Hey, she has-a good taste.

Mater's prone to exaggeration. I wouldn't say she's a "big fan".

You're right. She's a huge fan! She goes on and on about your open wheels.

Mentioning it once doesn't qualify as going on and on.

Francesco is familiar with this reaction to Francesco. Women respect a car that has-a nothing to hide.

Yeah, uh...

Let us have a toast.

Let's.

I dedicate my win tomorrow to Miss Sally.

Oh. Sorry. I already dedicated my win tomorrow to her. So, if we both do it, it's really not so special. Besides, I don't have a drink.

I'll go get you one. Do you mind if I borrow a few bucks for one of them drinks?

They're free, Mater.

Free? Shoot, what am I doing here?

I should probably go keep an eye on him. See you at the race.

Yes, you will see Francesco, but not like this. You will see him like-a this as he drives away from you.

Ha! That's cute. You had one of those made up for all the racers?

No.

(CHUCKLES) Okay.

Ciao, McQueen!

He is so getting beat tomorrow!

PA: Ladies and gentlecars, Sir Miles Axlerod.

It is my absolute honor to introduce to you the competitors in the first ever World Grand Prix. From Brazil, Number 8...

Oh, hello.

Hello.

A Volkswagen Karmann Ghia has no radiator.

That's because it's air-cooled.

Great. I'm Agent Shiftwell. Holley Shiftwell from the Tokyo station. I have a message from London.

Not here. You must try the canapes on the mezzanine. The lab boys analyzed the photo I sent? What did they learn about the camera?

It appears to be a standard television camera. They said if you could get closer photos next time that would be great.

This was London's message?

Oh, no. No, sir. The oil platforms you were on, turns out they're sitting on the biggest oil reserve in the world.

How did we miss that?

They've scrambled everyone's satellites. The Americans discovered it just before you did. They placed an agent on that platform under deep cover. He was able to get a photo of the car who's running the entire operation.

Great. Who is it? Has anyone seen the photo yet?

Nope, not yet. The American is here tonight to pass it to you. He'll signal you when he's ready.

Good, good. Oh, no.

What is it?

Change of plan. You're meeting the American.

What? Me?

Those thugs down there were on the oil platform. If they see me, the mission is compromised.

No, I'm technical. I'm in diagnostics. I'm... I'm not a field agent.

You are now.

(WHISTLING) I'll take one of them. Thank you. Never know which one McQueen will have a hankering for. Hey. What you got here that's free? How about that pistachio ice cream?

No, no, wasabi.

Same old same old. What's up with you? That looks delicious! Er...little more, please. It is free, right? Keep it coming. A little more. Come on, let's go. It's free. You're getting there. Scoop, scoop. There ya go! Now that's a scoop of ice cream!

(IN JAPANESE) My condolences.

And now our last competitor. Number 95, Lightning McQueen!

Ka-chow! Thank you so much for having us, Sir Axlerod. I really look forward to racing. This is a great opportunity.

Oh, the pleasure is all ours, Lightning. You and your team bring excellence and professionalism to this competition.

(SCREAMING) Somebody get me water! Oh, sweet relief. Sweet relief.

(MUTTERING)

(CHUCKLING)

Whatever you do, do not eat the free pistachio ice cream. It has turned. (VOICE ECHOING)

Sir Axlerod, I can explain. This is Mater. He's...

I know him. This is the bloke that called in to the television show. You're the one I have to thank.

No, thank you. This trip's been amazing.

Ah. He's a little excited, isn't he?

Mater!

But wait, I... Oh, shoot.

Mater.

Has anyone got a towel?

Mater, get a hold of yourself. You're making a scene!

But I never leak oil. Never.

Go take care of yourself right now!

Coming through! Leaking oil. Where's the bathroom? Thank you. I gotta go. Oh, er... Er...

(SCREAMING)

Sorry, ladies. I'm leaking. I never leak. I never leak. I never leak, I never leak, I never leak. Oh, oh, I never leak. Oooh! I never leak, I never leak, never... Wow-wee! What in the...?

(SPEAKING IN JAPANESE)

Hey, that tickles!

(GIGGLES)

(YELLING)

Okay, McMissile. I'm here. It's time for the drop.

(BEEPING)

Okay, so, the American has activated his tracking beacon.

Roger that. Move in.

Stop!

Oh, you've got to be joking.

What's the problem, Shiftwell?

He's in the loo.

So, go in!

I can't go into the men's loo!

Time is of the essence, Shiftwell.

All right.

Oh! Whatever you do, I would not go in there! Hey! A Gremlin and a Pacer! No offense to your makes and models, but you break down harder than my cousin Betsy after she got left at the altar! What the...? Whoa. Are you okay?

I'm fine.

Hey! Tow truck! We'd like to get to our private business here, if you don't mind.

Oh, yeah, sorry. Don't let me get in the way of your private business. Oh, a little advice. When you hear a giggle and see that waterfall, you best press that green button.

Thank you.

It's to adjust the temperature.

Got it.

And it's in Celsius, not Fahrenheit.

BOTH: Get out of here!

All right, then. And when she starts giggling, prepare to be squirted. 'Scuse me, ma'am. (FARTS) Dad-gum pistachio ice cream.

This cannot be him.

FINN: Is he American?

Look out, ladies. Mater's fittin' to get funky.

Extremely.

Then it's him.

Hello.

Well, hello.

A Volkswagen Karmann Ghia has no radiator.

Well, of course it doesn't. That's 'cause it's air-cooled.

Perfect. Um... I'm from the Tokyo Station.

'Course, Karmann Ghias weren't the only ones. Besides the Beetles, you had Type 3 Squarebacks with the Pancake motors.

Yeah, okay. I get it.

And before both of them there's the Type 2 buses. My buddy Fillmore's one of them.

Listen! We should find somewhere more private.

Gee, don't you think that's a little...?

You're right. Impossible to know which areas here are compromised. So, when can I see you again?

Well, let's see. Tomorrow I'll be out there at the races.

Got it. We'll rendezvous then.

There you are. Where have you been?

What's a "rendezvous"?

Er... It's like a date.

A date?!

Mater, what's going on?

What's going on is I got me a date tomorrow.

(SPEAKING IN ITALIAN)

Guido don't believe you.

Believe it. My new girlfriend just said so. Hey, there she is. Hey! Hey, lady! See you tomorrow!

Guido still don't believe you.

I got to admit, you tricked us real good.

And we don't like being tricked.

(CHUCKLES)

ACER: What's so funny?

Well, you know, I was just wearing a disguise. You guys are stuck looking like that. Allinol? Thanks, fellas. I hear this stuff is good for you.

So you think. Allinol by itself is good for you.

(WHIRRING)

But after microscopic examination I have found that it has one small weakness.

When hit with an electromagnetic pulse, it becomes extremely dangerous.

Smile for the camera green.

Is that all you want? I got a whole act.

You were very interested in this camera on the oil platform.

Now, you will witness what it really does.

Whatever you say, Professor.

You talked up a lot of cars last night.

Which one's your associate? Your mother.

Oh, no, I'm sorry, it was your sister.

I can't tell them apart these days.

Could I start it now, Professor Z? ZÜNDAPP: Go 50% power.

This camera is actually an electromagnetic pulse emitter.

What about her? Did you give it to her? The Allinol is now heating to a boil, dramatically expanding, causing the engine block to crack under the stress, forcing oil into the combustion chamber.

How about him? Did you talk to him? What do I care? I can replace an engine block.

You may be able to, but after full impact of the pulse...

unfortunately... there will be nothing to replace.

ACER: How about him? Does he have it? That's him. He's the one.

Roger that, Professor Z.

No! Yes, sir.

We believe the infiltrator has passed along sensitive information.

I will take care of it before any damage can be done.

The project is still on schedule.

You will find the second agent and kill him.

BRENT: Japan, land of the rising sun where ancient tradition meets modern technology. Welcome to the inaugural running of the World Grand Prix. I'm Brent Mustangburger, here with racing legends Darrell Cartrip and David Hobbscap. There's never been a competition like this before. First, Allinol, making its debut tonight as the required fuel for all these great champions. Second, the course itself. And it's like nothing we've ever seen before. David, how exactly does this competition work?

Well, Brent, all three of these street courses are classic round-the-house racetracks. This means that the LMP and formula cars should break out of the gate in spectacular fashion. Look for Francesco Bernoulli, in particular, to lead early. And with technical turns throughout, GT and touring cars, like Spain's Miguel Camino, should make up ground but I doubt it'll be enough to stop Francesco from absolutely running away with it.

Whoa now. Hold your horsepower. You forget the most important factor - that early dirt track section of the course. The dirt is supposed to be the equalizer in this race.

BRENT: French rally car Raoul ÇaRoule is counting on a big boost through there.

DARRELL: And don't forget Lightning McQueen. His mentor, the Hudson Hornet, was one of the greatest dirt track racers of all time. In my opinion, McQueen is the best all-around racer in this competition.

Really, Darrell, you need to clean your windshield. You're clearly not seeing this for what it is: Francesco's race to lose.

BRENT: It's time to find out. The racers are locking into the grid.

McQUEEN: Speed. I am speed.

(FRANCESCO LAUGHING) Really? You are speed? Then Francesco is triple speed.

Francesco is triple speed.

Ho-ho! Francesco likes-a this McQueen.

It's-a really getting him into the zone.

He is so getting beat today.

(CHATTERING)

Your suspension sets look good.

Tire pressure is excellent!

He's got plenty of fuel.

And he's awesome.

(CHANTING)

Why is he in the pits? He's so exposed.

It's his cover.

One of the best I've seen, too.

Look at the detail on that rust.

It must have cost him a fortune.

But why hasn't he contacted us yet?

There's probably heat on him.

Be patient.

Right, of course.

He'll signal us when he can.

Then we find out who's behind all this.

BRENT: As they head into the palace hairpin, Francesco builds an early lead.

DARRELL: Oh hang on, boys! Here comes the dirt. Slipping and sliding, baby!

MATER: McQueen, it's time to make your move! Get on the outside and show 'im what Doc done taught you.

10-4, Mater.

DAVID: Oh, boy! Francesco's brought to a screeching halt!

BRENT: Lightning McQueen is the first to take advantage. And just like that, folks, Francesco's lead is left in the dust.

McQUEEN: Nice call, Mater. Keep it up.

DARRELL: Whoo-hoo! Man, McQueen looks happier than a roll bar at a demolition derby!

BRENT: Everyone's jostling for position as we hit the asphalt again. Francesco lost a lot of momentum in the dirt.

DAVID: Wow, he's got serious work ahead of him if he wants to get back in this race.

BRENT: Now, the racers hit the Rainbow Bridge, with its 360-degree loop.

ZÜNDAPP: It is time.

Roger that.

DARRELL: Oh! Miguel Camino has blown an engine!

BRENT: Very unusual, Darrell. He's been so consistent all year.

You gotta be kidding me.

What is it?

It's that tow truck from the bathroom.

The one from the bathroom?

Yeah, the one the American agent passed the device to!

What about him?

What about him, he's in the pits!

Not for long.

(BLEEPING)

Hold on. I think I've got something.

What is it?

The Pacer from the party last night. I'm cross-referencing with the photos from the oil derricks. Yep. His VIN numbers match.

FINN: Anyone with him? He won't be alone.

Conducting analysis on the target. He's not the only one here. Three, five... They're everywhere. And they're all closing in on... Oh, no! Finn? Finn, where are you?

FINN: Get him out of the pits. Now!

Wow! Some of them fellers is really loud!

HOLLEY: Can you hear me? Over.

What?

HOLLEY: Get out of the pit now! Do you hear me?

Hey. I know you! You're that girl from the party last night. You wanna do our date now?

Guys, too much chatter. Let's keep this line clear.

BRENT: Smoke from number 10, Clutchgoneski!

Ha-ha-ha!

HOLLEY: There's no time for messing about! Get out of the pits!

Is there going to be cable where you is so I can watch the rest of the race?

HOLLEY: You're running out of time!

They're coming. Get him out of there!

I'm trying. Get out now.

I usually like to have a proper detailin' done before I meet a lady friend. Huh?

Finn McMissile! But you're dead!

Then this shouldn't hurt.

(BOTH YELLING)

(SIREN WAILING)

Miss Shiftwell?

I've got him in the back alleys east of the garages. Multiple assailants are closing in quickly.

Keep him moving. I'm on my way.

Hey, new lady friend, you like flowers?

What?

HOLLEY: No! Don't go in anywhere. Just keep moving.

Stay outside. Got you.

Outside?

BRENT: Whoa! McQueen suddenly moves to the outside.

(SPEAKS ITALIAN)

DARRELL: I cannot believe what I saw. That was a bonehead move to open up the inside like that!

DAVID: That might have cost McQueen the victory!

(GLASS SHATTERING)

(THEY SPEAK JAPANESE)

This time, I'm going to make sure you stay dead!

HOLLEY: You're doing brilliantly. Now just stay focused.

What's that? You want me to head toward that ruckus?

HOLLEY: No! Don't go down that street.

Ohh!

Hi-yah!

Wow! A live karate demonstration!

Stop it, Mater. Just sign off.

(SCREAMS)

(GUNSHOT)

DAVID: And here they come, the two leaders.

BRENT: Bumper to bumper as they approach the finish line!

DAVID: It's close!

BRENT: Francesco's the winner! McQueen's number two.

(FIREWORKS POPPING)

That was cool! Can I get your autograph?

(CHATTERING IN JAPANESE)

Where'd he go?

HOLLEY: Our rendezvous has been jeopardized. Keep the device safe. We'll be in touch.

Dad-gum, did I miss our date?

Francesco!

Francesco, over here. What was your strategy today?

Strategia? Francesco needs-a no strategy. It's-a very simple. You start the race, wait for Lightning McQueen to choke, pass him, then win. Francesco always-a wins. It's-a boring.

DARRELL: You were in trouble for a while. That dirt track section had you crawling.

To truly crush one's dream, you must first raise their hopes very high.

Mater!

Hey, McQueen! What happened? Is the race over? You won, right?

Mater, why were you yelling things at me while I was racing?

Yelling? Oh, you thought... That's funny right there. No, see, that's 'cause I seen these two fellers doing some karate street performance. It was nutso. One of 'em even had a flamethrower.

A flamethrower? What are you talking about? I don't understand. Where were you?

Going to meet my date.

Your date?

She started talkin' to me as a voice in my head, tellin' me where to go.

What?!

Wait a minute. I didn't screw ya up, did I?

I lost the race because of you!

Oh, I'm sorry. I didn't mean to.

An imaginary girlfriend?! Flamethrowers?! This is exactly why I don't bring you along to these things!

Maybe if I, I don't know, talk to somebody and explained what happened, I could help.

I don't need your help! I don't want your help!

REPORTER: Hey, there he is!

McQueen, you had it in the bag!

Yeah! What happened?

I made a mistake. But I can assure you, it won't happen again. Look, guys, we know what the problem is and we've taken care of it.

(Mater drives sadly away)

BRENT: Lightning McQueen loses in the last lap to Francesco Bernoulli in the first race of the World Grand Prix. And three - count 'em - three cars flamed out leaving some to suggest that their fuel, Allinol, might be to blame.

Allinol is safe. Alternative fuel is safe. There is no way my fuel caused these cars to flame out.

The jury may still be out on whether Allinol caused these accidents, but one thing's for sure, Lightning McQueen blew this race.

BRENT: Team McQueen can't be happy right now.

ANNOUNCER ON PA: Welcome to Tokyo International Airport.

(ALARM WAILS)

(SPEAKS JAPANESE)

Come with me, please, sir.

But I'm gonna miss my plane.

Right this way.

Ah, doggone it.

This is about my hook, ain't it? I know I should have checked it, but I can't, really.

Look. It's attached to me.

Hey, I know you. You're that feller from the karate demonstration.

I never properly introduced myself.

Finn McMissile. British Intelligence.

Tow Mater. Average intelligence.

Who are you with? FBI? CIA?

Let's just say I'm AAA affiliated.

I know some karate.

I don't want to brag or nuttin', but I got me a black fan belt.

Wanna see some moves I made up? You're being followed.

This first one, I can reach into a car's hood pull out his battery, and show it to him before he stalls.

I call it, "What I accidentally did to my friend Luigi once." Hey! Hi-yah-pah! Hi-yah! There he is! Mater: Hi-hi-tah! Huh! Look, I probably ought to go. I'm about to miss my flight.

Don't worry. I've taken care of that.

Whoa! Hang on! (GRUNTS) Whoa-hah-hah! This is first-class service.

You don't even have to go through the terminal! (SPEAKING IN JAPANESE) Your karate partners is back there.

They look like they tryin' to catch up! Drive forward. Whatever you do, don't stop! Whoa! Whoa! Whoa...

Is everything okay back there? Finn, it's Sid. I'm on approach.

FINN: Roger that. 'Member that whole thing about me not stoppin' no matter what? I knew I shoulda done carry-on! Thanks, old boy.

You got it, mate.

MATER: Hey, doggonit! Look, it's my imaginary girlfriend! Come on! Get in here! I tell you what, you really do want this first date, don't ya? That's a no-quit attitude right there.

What the...? FINN: Hold on, Sid.

(MUFFLED SHOUT) Come on, Finn! It's now or never! Hold on!

MATER: By the time you read this, I will be safely on an airplane flying home.

I'm so sorry for what I did.

McQUEEN: "I don't want to be the cause of you losing any more races.

"I want you to go prove to the world what I already know.

"That you are the greatest race car in the whole wide world.

"Your best friend, Mater."

I didn't really want him to leave.

(SOBBING)

Wait, there's more here.

"PS. Please tell the hotel

"I didn't mean to order that movie.

"I thought it was just a preview

"and I didn't realize I was paying for it.

"PPS. That's funny right there. PP."

There are a few more pages of PS's here.

Well, at least I know if he's at home, he'll be safe.

FINN: That's how I like to start the day.

You never feel more alive than when you're almost dead.

Yeah. I hope that device didn't fall off.

Whoa! That's the closest I ever been to missin' my flight.

That was... Oh! Still in one piece? Great.

MATER: I've got to go to a doctor.

I get these sharp pains in my undercarriage.

Downloading the photo now.

Let me introduce you two.

This here is Finn McSomethin' or other.

He's a first-class VIP airport whatchamacallit.

And, Finn, this here is my date.

I never did get your name.

Oh, yes, sorry. It's Shiftwell. Holley Shiftwell.

It's Shiftwell. Holley...

Finally. Time to see who's behind all this.

What is this?

That's one of the worst engines ever made.

It's an old aluminum V8 with a Lucas electrical system and Whitworth bolts.

Shoot, them Whitworth bolts is a pain, tell you what.

Them ain't metric, they ain't inches.

Yes, okay, but whose engine is this?

It's kinda hard to tell from this picture, ain't it?

But you took it.

Holley.

Oh. Right! Yes, of course.

A good agent gets what he can, then gets out before he's killed.

Agent? You mean, like, insurance agent? Like...

♪ Like a good neighbor, Mater is there! ♪ Wait! You mean secret agents! You guys is spies! In how many makes and models did this type of engine appear? It was standard in seven models over a 12-year period.

At least 35,000 cars were made with this engine.

You're purty.

Yes, thank you.

And so nice.

Just pay attention.

FINN: This seems like a dead end.

If there was something in the photo that could narrow this down, I'd be happier.

You might not be happy, but I bet this feller is.

See how he's had most of his parts replaced? And see all them boxes over there? Them's all original parts. They ain't easy to come by.

Rare parts? That's something we can track.

Exactly.

Well done, Mater. I would never have seen that.

I know of a black-market parts dealer in Paris, a treacherous lowlife, but he's the only car in the world who can tell us whose engine this is.

What would you say to setting up an informal task force on this one? Wait. What? You obviously have experience in the field.

Yeah, I live right next to one.

I don't know.

I ain't exactly been much help to anybody recently.

You're helping me. Please, Mater.

Well... Okay.

But you know I'm just a tow truck, right? Right. And I'm just in the import-export business.

Siddeley? Yes, Finn? Paris. Tout de suite. Yeah, two of them sweets for me, too, Sid.

I always wanted to be a spy.

Really? Me, too.

Afterburners, sir? Is there any other way? (TOOTING AND SHOUTING) Ha ha ha! FINN: Once we're inside, stay close.

Don't bother checking VIN numbers. They're all dodgy here.

Got it.

Don't talk to anyone, don't look at anyone, and absolutely, positively no idling. Are we clear? Yes. No idling. Yes, sir.

Mater? Yeah, Finn? We're not here to go shopping.

Shoppin'? What do you mean? Why would I...?

Dad-gum.

Part for sales, monsieur. Monsieur, part for sale.

They got everything here. No! Look at them hoods! I could use a hood.

Sorry, fellers. I gotta go! Wow. Whoa. He-he! Do what? Excuse me. What are you selling? Headlights, monsieur, headlights? What in the...? Two for one.

I give you good price! I'm good! (CARS SPEAKING IN FRENCH) FINN: There you are.

There is some great bargains here.

Mater, get back! Imbecile! Hey, wait for me! (GASPS) Have you lost your mind? But I thought...

This chap needs a tow. Hook him up.

Sure thing.

You rusty piece of junk! Get your dirty hook off me! (SPEAKS FRENCH) (SPEAKS FRENCH) Electroshock! Are you kidding me? Easy, Tomber. This is her first field assignment.

She didn't know you were my informant.

Informant? A rookie, huh? I never liked new car smell.

Tomber was doing 20-to-life in a Moroccan impound the first time I saved him, if I recall correctly.

Speaking of recalls, you're getting up there in mileage, aren't you? All right, we get it. You both know each other, you're both old.

So, here you go, informant. Inform us.

Beuck! That is the worst motor ever made.

Wait. That oil filter. Those wheel bearings.

Do those parts look familiar, Tomber? They should. I sold them.

HOLLEY: To whom? No idea.

He's my best customer, but he always does his business over the phone.

I was always wondering why he needs so many parts.

Now I know.

A lemon needs parts. Ain't nothin' truer than that.

Lemon? Yeah. Cars that don't ever work right.

Lemons is a tow truck's bread and butter.

Like 'em Gremlins and Pacers we run into at the party and the race and the airport.

Pull up the pictures from the oil platform.

I want to know what other type of cars were out there.

Right. Let's see. There were Hugos and Trunkovs.

Are these cars considered lemons? Is the Popemobile Catholic? Everyone involved in this plot is one of history's biggest loser cars.

And they're all taking their orders from the car behind this engine.

Ah. This explains it.

What, Tomber? Gremlin, Pacer, Hugo and Trunkov never get together, but they are having a secret meeting in two days.

Where's this meeting taking place? Porto Corsa, Italy.

That's where the next race is! There's a good chance our mystery engine will be there, too.

Your chances are more than good.

I just sent him a new clutch assembly yesterday. To Porto Corsa.

Contact Stevenson and have him meet us at Gare de Lyon.

Good work.

MATER: That three-wheeled feller had to be right about a big meetin'.

You never see this many lemons in one town.

'Less there's a swap meet.

How'd you get all them pictures? I reprogrammed Porto Corsa's red light cameras to do recognition scans.

Wow. Not only is you the purtiest car I ever met, but you're the smartest, too.

Thank you...I think.

MATER: That's a familiar sight. A Hugo being towed.

But he looks absolutely perfect! Of course! They must be the heads of the lemon families.

Makes sense. If I was rich and broke down every day, I'd hire me to tow me around all the time, too! We've got to infiltrate that meeting to find out who's behind all this.

Hang on a minute. Hold still.

Ow! Ah-ha. Good job, Miss Shiftwell.

Thank you, Finn.

Boy, I sure wish my friends could see me now.

LUIGI: Guido, your eyes do not deceive you.

We are in Italy. We are home.

Hey, Luigi. Which way to the hotel, man? What? No friend of mine will stay in a hotel in-a my village.

You will stay with my... Uncle Topolino-o-o-o! Luigi! Guido! (SPEAKS ITALIAN) How do they do it? These are the same ingredients as back home, but it tastes so good.

It's organic, man.

Treehugger.

TOPOLINO: Hey, race car.

You look so down, so low.

Is like you have flat tires.

(SPEAKS ITALIAN) She said you look like you are starving, that she's gonna make you a big meal and fatten you up.

Oh, no.

Mama Topolino, please, you don't need to make a fuss.

Capisco. I understand.

Is a problem, yes, between you and a friend? How did you know that? A wise car hears one word and understands two.

That, and Luigi told me.

While Mama cooks, come and take a stroll with me.

I brought my friend Mater along on the trip and I told him he needed to act different, that we weren't in Radiator Springs.

This Mater is a close friend? He's my best friend.

Then why would you ask him to be someone else? What did I do? I said some things during our fight.

You know, back when Guido and Luigi used to work for me, they would fight over everything.

They fight over what Ferrari was the best Ferrari, which one of them looked more like a Ferrari.

There were even some non-Ferrari fights.

So I tell them, "Va bene, it's OK to fight.

"Everybody fights now and then, especially best friends.

"But you got to make up fast.

"No fight more important than friendship." (SPEAKS ITALIAN) What does that mean? Whoever find a friend, find a treasure.

Now, mangia. Eat! (THEY ARGUE IN ITALIAN) Finn, one hour to Porto Corsa.

Thank you, Stevenson.

That should just about do it.

Perfect.

So, Mater, it's voice-activated.

But everything's voice-activated these days.

What? I thought you was supposed to be makin' me a disguise.

COMPUTER: Voice recognized. Disguise program initiated. Cool! Computer, make me a German truck.

Request acknowledged. Check it out! I'm wearing Materhosen.

Make me a monster truck! Request acknowledged. What the...? I vant to siphon your gas! Now make me a taco truck! Request acknowledged. (HORN PLAYS LA CUCARACHA) A funny car! Request acknowledged. The idea is to keep a low profile, Mater.

So I just go in, pretend to be this truck.

And leave the rest to us.

Now, hold still.

I have to do the final fitting on your disguise.

That's no good. Hm.

Hey. What are you doin'? The disguise won't calibrate effectively without a smooth surface to graft onto.

For a second there, I thought you was tryin' to fix my dents.

Yes, I was.

Then, no, thank you.

I don't get them dents buffed, pulled, filled or painted by nobody.

They way too valuable.

Your dents are valuable? Really? I come by each one of 'em with my best friend, Lightning McQueen.

I don't fix these. I wanna remember these dents forever.

So, you were being serious in Paris? McQueen isn't just part of your cover.

Friendships can be dangerous in our line of work, Mater.

But my line of work is towin' and salvage.

Right. And Miss Shiftwell's is designing iPhone apps.

No, I meant for real.

It's OK. I'll work around the dent.

Oh...

In the meantime...

..you look a little light on weapons.

BRENT: You are looking live at beautiful Porto Corsa, Italy, on the Italian Riviera. What a magnificent setting for the second race of the World Grand Prix!

DAVID: Well, Brent, they call this place the "Gem of the Riviera," and it's easy to see why. With its secluded beaches and opulent casinos, Porto Corsa truly is a playground for the wealthy. And everyone who's anyone is here today, from the ultra-rich and super-famous to world leaders and important dignitaries.

DARRELL: You aren't kidding, David. You can't do a three-point turn without bumping into some celebrity.

BRENT: Welcome, everyone, to the second race of the World Grand Prix, where the big news continues to be Allinol. Sir Miles Axlerod spoke to the press earlier today to answer questions about its safety.

An independent panel of scientists has determined that Allinol is completely safe, okay? Safe. There it is.

So the race will go on, folks.

But the question everyone is asking: will the real Lightning McQueen show up today?

BRENT: He'd better. Talk about a home track advantage. Francesco Bernoulli grew up racing on this course.

ANNOUNCER: Signore e signori, in the pole position, Numero Uno, Francesco!

Bellissima! Thank you for your support! And your big mistake, McQueen! ANNOUNCER: In secondo position, numero 95, Lightning-a McQueen-a! McQueen-a, is-a everything OK? If you're worried about your fuel, man, don't. It's perfectly safe.

No, guys, I just really wish Mater were here.

Francesco understands, McQueen.

Oh, great, here it comes.

What do you got, Francesco? For famous race cars like Francesco and, well, you, to be far away from home is not easy.

I think you forgot the insulting part of that insult.

Is-a no insult.

When-a Francesco is away from home, he misses his mama, just like-a you miss your tow truck amico. Gee, I maybe misjudged you, because that's exactly...

Of course, I am at home, and my mama is right here.

Mama! Don't worry, Mama, McQueen is very sad.

I will beat his cry-baby bottom today! And there's the insult we were missing.

(CHANTING FOR FRANCESCO)

BRENT: Darrell, the racers are settling in as they head to the Italian countryside.

DARRELL: Whoo, boy! This is gonna be a great race.

(HORNS TOOT) Gremlins. Man, those are some ugly cars.

Look like someone stole their trunks.

(LAUGHTER) (SPEAKS ITALIAN) My grand-a father has-a broken down.

If-a one of-a you would help, I would be so thankful.

Sounds like you need some roadside assistance.

She was talking to me.

Really? Prove it.

Don't-a fight over me.

Signore Tow Truck, per favore. Get ready, Mater. You're on any moment now.

I don't know about this. What if I screw things up? FINN: Impossible. Just apply the same level of dedication you've been using to play the idiot tow truck, and you'll be fine. It's just that them guys look purty tough and... Wait, did you say "idiot"? Is that how you see me? FINN: That's how everyone sees you. Isn't that the idea? I tell you, that's the genius of it. No one realizes they're being fooled because they're too busy laughing at the fool. Brilliant! Why aren't you in disguise? I er...

Come on! There's no time! Go! Okay. Okay.

Computer, disguise! COMPUTER: Request acknowledged. (HORN TOOTS) It's the boss. He's coming.

Ivan.

Oh, er...

Ivan, why do you insult me so by making me wait here? He's in.

BRENT: The racers are now making their way around the hairpin and headed downhill toward the casino bridge.

No more bets, please.

Come on, fuzzy dice! Number four. Easy four.

Yeah! Air freshener. Antenna balls.

Spark-a plugs.

This place looks like it's made outta gold! HOLLEY: That's because it is. Now, be careful what you say. MATER: Why is that? What do you mean, "Don't talk to ya"? You want me to stop talkin' to ya right now? You are acting strange today, Ivan.

I have no idea what you're talking about, "Alexander Hugo, aka Chop Shop Alex." You got a lot of aka's, Alex.

But that makes sense, seein's how you's wanted in France, Germany...

Mater, stop it! Okay, okay, keep your voice down! You gonna make me arrested! Don't mess with Ivan today. He's in a bad mood.

He's so good! Victor! Hey, Victor! There you are! Come in! Victor Hugo, I'm J Curby Gremlin. From Detroit.

It's good to see you.

Is the big boss here yet? No, not yet.

He's supposed to be here any minute.

(KNOCKING) (HORN BEEPS) Here we go.

Guten Tag. It's just the professor.

Zündapp! When is he coming? He's already here.

(DISGUISED VOICE) Welcome, everyone. I wish I could be with you on this very special day, but my clutch assembly broke. You know how it is. Forget about it.

We know how you feel.

Descramble that voice.

I'm trying.

Oh, it's too sophisticated.

We are here to celebrate. Today, all your hard work pays off. The world turned their backs on cars like us. They stopped manufacturing us, stopped making our parts. The only thing they haven't stopped doing is laughing at us. They've called us terrible names: jalopy, rust bucket, heap, clunker, junker, beater, wreck, rattletrap, lemon. But their insults just give us strength. Because today, my friends, that all ends!

DARRELL: There's smoke on the casino bridge!

Oh, no!

It's Carla Veloso, the Brazilian race car!

What just happened?

I'm working on it.

(CHEERING)

They laughed at us, but now it's our turn to laugh back.

DAVID: Another crash! It's number 9, Nigel Gearsley.

Embrace your inner lemon. Let it drive you.

I'm detecting an extremely strong electromagnetic pulse. Finn, it's the camera.

Where?

On the tower!

LEMON KINGPIN: This was meant to be alternative fuel's greatest moment. But after today, everyone will race back to gasoline. And we, the owners of the world's largest untapped oil reserve will become the most powerful cars in the world!

Get out of the way!

(SPEAKS ITALIAN)

(SHOUTING IN ITALIAN)

They will come to us, and they will have no choice, because they will need us.

Huh? Whoa!

We figured you might stop by!

LEMON KINGPIN: And they will finally respect us! So hold your hoods high! After today, you will never again be ashamed of who you are!

No!

Long live lemons!

BRENT: Number 7 is loose! Shu Todoroki!

Finn?

BRENT: Bumper to bumper as they approach the finish line! McQueen's the winner! Francesco's second! They have no idea what happened behind them.

This is impossible!

That's what I'm talking about! Ka-chow!

(SIRENS BLARE)

What happened? Where are all the other cars?

What is going on?

Oh, no!

Sir Axlerod, is the final race in London still going to take place?

I suppose that... (SIGHS) The show must go on, as they say.

I can't believe this is really happening!

Quiet!

Will you require all the racers to still run on Allinol?

I cannot, in good conscience, continue to risk the lives of any more race cars. The final race will not be run on Allinol.

There you have it, a clearly devastated Sir Miles Axlerod announcing that he will not require the cars to use Allinol for the final race.

A toast! To the death of Allinol and alternative fuel forever!

Mater, abort the mission. They've got Finn. Get out of there. Get out of there right now.

How is your grandfather?

(CHANTING) Long live lemons!

Isn't this a great party, Ivan, huh?

Oh, yeah, it's unbelievable.

You are not leaving, are you?

Uh...of course I ain't leaving.

McQUEEN ON TV: I'm just in shock...

Mater: McQueen?

(Mater watches McQueen getting interviewed by the press)

McQueen: Crashes are a part of racing, I know, but something like that should never happen.

Darrell: They're letting you choose your fuel for the final race. Do you have any idea what it's gonna be?

McQueen: (The camera zooms up on him) Allinol.

(ASTONISHED GASPS)

DARRELL: After today?

My friend Fillmore says it's safe. That's good enough for me. I didn't stand by a friend of mine recently. I'm not gonna make the same mistake twice.

So a surprising revelation from Lightning McQueen. He will use Allinol in the final race, despite what occurred today.

..till Lightning McQueen is dead.

Of course. Allinol must be finished for good.

McQueen cannot win the last race. Lightning McQueen must be killed!

No!

(HORN PLAYS LA CUCARACHA) It's the American spy!

Dad-gum!

COMPUTER: Gatling gun. Request acknowledged.

ZÜNDAPP: Down! Everybody, down!

Shoot! I didn't mean...

COMPUTER: Request acknowledged.

Wait! Wait! I didn't mean that kind of shoot!

COMPUTER: Correction acknowledged. Deploying chute.

Whoa! McQueen!

Whoa! What's this?

Whoa! McQueen! McQueen! Waagh! Let me through! Let me through! Let me in! I got to get through to warn McQueen! You cannot-a come through here! Back up.

We have a lunatic at gate 9.

I was disguised as a tow truck to infiltrate this lemonhead meeting and my weapons system's done misinterperated what I'm saying! Lunatic at gate 9.

McQueen! McQueen! You are the champion! This way, signore. MATER: McQueen! Mater? MATER: McQueen.

Give us a pose! McQueen! Stop moving. Stop! Where you going? Stop! McQueen! That really sounded like...

Mater! Mater? Signore? MATER: McQueen! They're gonna kill you! McQUEEN: Mater! Excuse me.

No, where are you going? Scusi. Mater! McQueen! Scusi. Mater! Mater! Mater, I'm so glad to see you.

Lightning McQueen! I am a huge fan.

I'm sorry, I thought I heard...

That was me. I said, "You killed out there today. You're the best." What? I mean, thanks.

Right this way, signore. I really thought I heard my friend.

In England, you'll be finished! At the finish line.

Wait, what? Please, the world press is waiting.

You come-a with me, please.

(McQueen drives into the tent with the press cars, meanwhile, three henchmen have captured Mater and are dragging him under the stands. He tries to scream for help, but his mouth is covered with duct tape, Mater gives a scared look at the viewer, until his back bumper slams into the back of a trailer, his duct tape comes off, and he looks at his captives)

Mater: Let me go!

(Cut to the opening of the trailer as Professer Z rolls up)

Professer Z: You actually care about that race car. In pity, you didn’t warn him in time.

(the trailer door shuts, trapping Mater inside. Suddenly, sleeping gas starts to fill up the trailer, Mater gasps and panics, he tries to get out of the strange fog, but to no avail, Mater gets knocked out and falls asleep. soon we enter Mater’s dream, he's floating in a dark void)

Mater: “Idiot,“ is that how you see me?

Finn: That’s how everyone see you. I tell you, that’s the genius of it. Nobody realizes they’re being fooled. Because they’re too busy laughing at the fool.

(The huge doors open as Mater sees a flashback on him in the theater wearing Japanese face paint.)

Mater: Hey! Excuse me! (IN JAPANESE) Domo arigato! Yeah!

(Everybody exchange strange looks at Mater as the rusty tow truck jump up and down screaming: “YAY!” Mater watches this with a look of sadness on his face. Suddenly, we hear the sound of something banging on glass, the camera zips around and we are greeted with another flashback, inside the Japanese museum, Mater is by the zen rock garden.)

Mater: You done good! You got all the leaves!

(the camera pans to McQueen, Lewis and Jeff Gorvette.)

Jeff Grovette: Check out that tow truck.

Lewis: I wonder who that guy's with.

McQueen: Will you guys excuse me just for one little second?

(McQueen leaves the scene as Jeff and Lewis laugh at Mater, the camera pans up to a shocked Mater. Then a light shines above him, he looks up as he sees himself at the sushi table, about to eat his “ice cream”.)

Mater: Now that's a scoop of ice cream!

Daisu Tsashimi: (in Japanese) My condolences.

(Mater takes a huge bite of the “ice cream”, and swallows it in one huge bite. Suddenly, he screams in pain in the darkness as everyone laughs at him the camera follows him as we are treated to a black screen. We see another flashback, showing off the WGP waterfall as Mater runs into view, still hollering in pain)

Mater: Somebody get me water! (He drinks from the waterfall) Oh, sweet relief.

McQueen: Mater!

(McQueen look at the entire crowd, they are all laughing at Mater, even the WGP racers and Francessco. The camera zooms up as we see Mater, McQueen and Sir Miles Axlerod with an oil stain on the floor.)

Mater: But I never leak oil. Never.

McQueen: Mater, you have to get a hold of yourself. You're making a scene!

(the scene changes to after the Japanese race, on Mater and McQueen.

Mater: Wait a minute. I didn't screw you up, did I?

McQueen: I lost the race because of you!

Mater: Maybe if I talked to somebody...

McQueen: I don't need your help! I don't want your help! Your help...

(The words, “your help!” echo around Mater, who looks like he is on the verge of tears. He closes his eyes sadly. He immediately opens them as the camera pans to Mater banging a Japanese gong, and everybody is laughing at him.)

McQueen: Mater!

Mater: Bang a gong. Get it on!

(All around the tow truck, he hears nothing but unstoppable laughter as McQueen echoes his final words.)

McQueen: Listen, this isn't Radiator Springs. This is exactly why I don't bring you along to these things! Mater, you have to get ahold of yourself, your making a scene!

(Mater bangs the gong again, only this time, it sounds like the bells you would hear in Big Bentley. On Mater, his eyes are filled with terror at what he sees. The camera pans on him, all tied up in a strange room, the gonging continues as Mater looks up and notices the three huge bells of the clock tower he is in, banging their loud gongs. Mater flinches at them, worried. He looks over to his right as the camera cut to his point of view, Finn and Holley are strapped bumper to bumper on a huge gear.)

Mater: Holley! Finn! Where are we?

Finn: We're in London, Mater, inside Big Bentley.

(The camera zooms out showing the humongous clock tower, known as Big Bentley. Cut back to inside as Mater falls down while he is still tied in his ropes.)

Mater: Whoa! Whoa!

(Mater is looking at a bunch of huge gears, grinding away. He looks over at Finn and Holley, who’s gear turns one time as they are heading into another huge gear that will crush them completely. The clock strikes one minute. Cut to Mater, he is very upset.)

Mater: Oh, this... This is all my fault.

Finn: Don't be a fool, Mater.

Mater: But I am, remember? You said so.

Finn: When did I...? (Realizes) Oh. Mater, I was complimenting you on what a good spy you are.

(Mater can’t take this anymore, he suddenly screams out loud:)

Mater: I’M NOT A SPY!!!

(Mater’s words echo throughout the clock, Finn and Holley are stunned.)

Mater: I've been trying to tell you that the whole time. I really am just a tow truck.

Holley: Finn, he's not joking.

Finn: I know.

Mater: You were right, Finn. I'm a fool. And what's happened to McQueen is 'cause I'm such a big one. This is all my fault.

Good. You're up.

And just in time.

Professor Z wanted you to have a front-row seat, for the death of Lightning McQueen.

He's still alive?

Not for much longer.

Whoa! Huh?

We came as soon as you called.

I called to talk to Mater.

It never occurred to me he wouldn't be there.

Sheriff is talking to Scotland Yard now.

And Sarge is in touch with his friends in the British military.

You just need to focus on the race.

I know but, Sally with everything going on, I'm not sure...

(HORN TOOTS) Sir Axlerod.

I'm sorry to interrupt.

It's all right.

I just wanted to personally thank you.

Because after Italy, I was finished, and then you gave me one last shot.

Listen...

I probably shouldn't be saying this, but I hope you win today.

You show the world that they've been wrong about Allinol.

Mater would want you to race.

All right. For Mater.

Here he comes.

ZÜNDAPP: What happened?

I don't know, Professor.

What did you do?

I didn't do nothing. Ssh, I'm talking to the Professor. What's that, Professor?

You broke it!

Quiet! I understand, sir. Yes.

What did he say?

We go to the back-up plan.

Back-up plan? We snuck a bomb in McQueen's pit.

The next time he makes a stop, instead of saying "ka-chow"...

he's going to go "ka-boom"! (LAUGHTER) Don't feel bad, tow truck. You couldn't have saved him.

Oh, wait, you could have! (LAUGHS) Dad-gum lemons! COMPUTER: Request acknowledged. What? You didn't think we'd take your bullets? (CACKLING) That's right! You got nothing! Who's the lemon now, huh? (MOCKING LAUGHTER) Nice try, Mater.

Dad-gum... Dad-gum... Dad-gum.

Request... Request... Request...

HOLLEY: Mater!

I got to get y'all out of there.

There's no time. McQueen needs your help.

But I can't. I'm just a tow truck.

It's up to you. Go to the pits and get everyone out.

You can do that.

What about you guys?

We'll be okay.

Go and get some more dents, Mater.

HOLLEY: So, we'll be okay? Really?

He wouldn't have left if I'd told him the truth.

Argh!

Being killed by a clock.

Gives a whole new meaning to "Your time has come."

Time? That's it!

What are you doing?

Trying to turn back time.

If I can just reverse the polarity.

Good job. Quick thinking, Holley.

What's everybody on the wrong side of the road for?

HOLLEY: Oh, no!

Drive! Burn rubber!

We've got to get to the course.

Calculate the fastest way to...

Done.

Oh. Miss Shiftwell.

They're standard issue now.

You kids get all the good hardware.

Oh, no, that's Mater's.

I knew his escape was too easy.

Come back here! Stop! Mater? Everybody, get out now! Y'all get out of the pits. What are you guys doing here? We're here because of you, Mater.

Is everything okay? No, everything's not okay. There's a bomb in here.

Y'all got to get out. Now.

A bomb?

(COMMUNICATOR BUZZES)

FINN: Mater.

Finn! You're okay.

Listen to me. The bomb is on you! They knew you'd try to help McQueen. When we were knocked out, they planted it in your air filter.

Uh-oh.

Mater! There you are!

MATER: Stop right there!

I've been so worried about you.

MATER: Don't come any closer!

McQUEEN: Are you okay?

No, I'm not okay! Stay away from me!

McQUEEN: No, wait! Wait!

BRENT: Hold everything. A tow truck has just raced onto the track, and he's driving backwards!

Mater, wait!

Normally an emergency vehicle on the track means there's been an accident.

BRENT: Wait, wait. Lightning McQueen is chasing him!

Mater, wait!

Stay back! If you get close to me, you're going to get hurt real bad!

McQUEEN: I know I made you feel that way before, but none of that matters! Because we're best friends!

BRENT: And McQueen seems to be having a conversation with the tow truck.

DARRELL: I don't know who that truck is, Brent, but tell you what, he's got to be the world's best backwards driver.

McQueen, you don't get it! I'm the bomb!

Yes, Mater! You are the bomb! That's what I'm trying to say here!

You've always been the bomb and you'll always be the bomb.

Stay away!

No! Never!

Almost there.

I'm not letting you get away again!

Got to keep away from McQueen!

COMPUTER: Request acknowledged.

Oh, my gosh.

(BUZZING)

What is happening? It's a bad dream!

BRENT: And Lightning McQueen just blasted away, hooked to the now rocket-propelled tow truck.

Gaargh!

Aagghh!

The Professor's on the run!

Someone's got to get McQueen.

Get McQueen! Holley, I'll get Zündapp. You help Mater.

Got it!

What is happening?!

Hurry, Professor.

You really think I'm going to let you float away, Professor? (STRAINS) McQueen, let go! Never! They're coming your way.

Let's go! Give it up, McMissile.

(RAPID BLEEPING) HOLLEY: Mater, stop! No way! You could get hurt.

Oh, no.

(SNARLING) (GROANING) Mater, we've got to get that bomb off you.

Bomb? Yeah, they strapped it to me to kill you as a back-up plan.

Back-up plan? Mater, who put a bomb on you? You! Why didn't my death ray kill you? Death ray? Turn off the bomb, Zündapp! Are you all so dense? It's voice-activated.

Everything is voice-activated these days.

Deactivate! Deactivate! AUTOMATED VOICE: Voice denied. Huh! Oops.

Did I forget to mention that it can only be disarmed by the one who activated it? Say it.

Deactivate.

AUTOMATED VOICE: Voice denied. I'm not the one who activated it. Would anyone else like to try? You read my mind.

He was getting on my nerves.

What do we do? It's very simple. You blow up.

I'm going out on a limb here. These are the guys that want me dead, correct? It's nothing personal.

Fellers, listen.

I know what you're going through.

Everybody's been laughing at me too.

But becoming powerful and rich beyond your wildest dreams ain't gonna make you feel better.

Yeah, but it's worth a shot.

Pit stop.

Not today, boys.

(YELLS) Retreat! Thanks for the help, Corporal.

Anything for one of Pop's mates.

(SPEAKS ITALIAN) What's he saying? What's wrong? None of his wrenches fit the bolts.

I get it. I get it! I know what needs to be done.

Then do it! What? No. I can't do it.

Nobody takes me seriously.

I know that now. This ain't Radiator Springs.

Yes, it is.

Look, you're yourself in Radiator Springs.

Be yourself here.

And if people aren't taking you seriously, then they need to change, not you.

I know that because I was wrong before.

Now, you can do this. You're the bomb.

Thanks, buddy.

No, you're the actual bomb. Now, let's go! Oh, right. Hang on! Where's he going? Computer! COMPUTER: Yes, Agent Mater? I need that thing you done before to get me away from McQueen! Request acknowledged. Fillmore? Now I need you to do the chute! The second kind, not the first! COMPUTER: Deploying chute. Who's winning the race? Back off! Back away! It's Lightning McQueen! No, it's OK! Tell 'em, Mater. Explain.

Okay.

Somebody's been sabotaging the racers and hurtin' the cars, and I know who.

Oh, wait. Your Majesty.

Bomb! It's a bomb! Everybody, down! Back up! Move it! (ALL CLAMORING) Get off the stage! Move it! Hold your fire! He can't disarm it! Mater, I don't know what you're doing, but stand down now.

This ain't nothing at all like Radiator Springs.

Mater, just cut to the chase.

Okay. It's him.

What? Me? You've got to be crazy.

I figured it out when I realized y'all attached this ticking time bomb with Whitworth bolts - the same bolts that hold together that old British engine from the photograph.

Holley! Show that picture.

OK.

I remembered what they say about old British engines: if there ain't no oil under 'em, there ain't no oil in 'em.

What is he talking about? It was you leaking oil at the party in Japan.

You just blamed it on me.

Electric cars don't use oil, you twit.

Then you're fakin' it. You didn't convert to no electric.

If we pop that hood, we'll see that engine from that picture.

This lorry's crazy! He's going to kill us all! Stay away! But Sir Axlerod created the race.

Why would he want to hurt anyone? To make Allinol look bad so everybody'd go back to using oil.

He said it himself with that disguised voice.

Disguised voice? What are you talking about? You're nuts, you are! This is going nowhere fast. We really should go, Grandmother.

One moment, I'd like to see where this is going.

Mater, he created Allinol.

But what if he found that huge oil field just as the world was trying to find something else? What if he came up with Allinol just to make alternative fuel look bad? "What if?" You're basing this on a "what if"? Okay, that's it.

Lads, clear out.

Wait! Somebody save me! The lorry's crazy! Keep away, you idiot! Mater! Mater! Someone do something! You're insane, you are! Deactivate! COMPUTER: Bomb deactivated. Have a nice day, Sir Axlerod. The engine from the photo.

It's a perfect match.

How did the tow truck figure it out? It's official. You're coming to all my races from now on.

Now you're talkin'! (FANFARE) Hyeeugh! (GARBLED NOISES) Mater, let's go. You're on.

Your Majesty, may I present for the investiture of honorary knighthood of the British Realm...

Tow Mater of Radiator Springs.

Go get 'em, buddy.

(WHIRRING) I hereby dub thee Sir Tow Mater.

(CHEERING) Sir? Shoot, you can just call me Mater, Your Majesty.

I don't wanna hear none of this "sir" business.

By the way, have y'all met each other? Queen, McQueen. McQueen, Queen.

McQueen, McMissile. McMissile, McQueen. Queen, McMissile.

(HORNS HONK) Mater: So there we was, my rocket jets going full blast, McQueen hanging on for dear life when suddenly them two nasty lemons come out of nowheres, guns drawed.

We was goners.

But then, out of nowhere this beautiful spy car swoops in from the sky to save us! That's a very entertaining story, young man.

Oh, Minny, please. Come on! None of this happened. Rocket jets, flying spy cars.

No, you're quite right. It does sound a bit far-fetched.

Holley! What are you doin' here? Hello, Mater! It's so good to see you again.

Finn! Our satellites picked up an urgent communique.

So you got-a my email.

Y'all is going to have a great time! Everybody, this here's Finn McMissile. He's a secret agent.

Don't tell nobody.

And this is Holley Shiftwell.

She's...

I'm Mater's girlfriend.

It's so nice to meet you all.

(CLANG) Guido believe you now.

Whoa, honey. You got a nasty dent there.

Yeah.

Was that from when you swooped in and you saved them in London? Van! What? I'm just asking! Don't you worry. My baby Ramone can get that fixed up for you in no time.

Yeah, sure thing. No problemo. Let me go get my tools.

Oh, no. I'm keeping that dent. It's way too valuable.

A valuable dent? She's as crazy as Mater.

Those two are perfect for each other.

There's one thing I still don't get.

The bad guys hit me with the beam from the camera, right? So, why didn't I...? You know...

Explode in a fiery inferno? Yeah.

We couldn't figure that out, either.

Our investigation proved that Allinol was actually gasoline and Axlerod engineered it so when it got hit by the beam, it would explode.

Wait a second, Fillmore. You said my fuel was safe! If you're implying that I switched that rot-gut excuse for alternative fuel with my all-natural, sustainable, organic biofuel just because I never trusted Axlerod, you're dead wrong, man! It was him! Once big oil, always big oil, man.

Tree-hugger.

The Radiator Springs Grand Prix is about to begin.

All spectators, clear the starting line.

I can't wait to get rockin'. This is gonna be wicked! We should do this every year.

Yeah, I just figured we never found out who the world's fastest car is.

Plus, no press, no trophy, just racing.

The way I like it.

Francesco likes it like this, too.

Francesco, I'd like you to meet...

Signorina Sally.

It is official.

Lightning McQueen is the luckiest car in the world.

Why, thank you.

Which he will have to be to have a chance against Francesco today! See you at the finish line, Mc... What is that? Just something I had made up for the occasion.

Is-a good, McQueen. Very funny.

Was-a funnier when I did it, but it's-a very funny.

What are you going to do next? Are you going to take off your fenders? Try it. You'll like it.

So, he's not so good-looking.

Yeah. Nice try.

I'm serious! That's why I love you, Sally.

Wish me luck! You don't need it! Ooh-hm! That Francesco is fine-looking! And those open wheels.

Ooh, I'm gonna have to go get myself some coolant.

(ENGINES REV) Go, Lightning! Go, Stickers! Right on, man! Go get 'em, tiger! Bravo, bravo! Go, Lightning, go! Go, McQueen! Whoo-hoo! (BLEEPING) Finn? Time to go.

Siddeley's gassed, geared and ready to fly.

You're leavin' already? We've got another mission.

Just stopped by here to pick something up.

Somethin' tells me you're not talkin' about souvenir bumper stickers.

Her Majesty asked for you personally, Mater.

But I told y'all before, I'm not a spy.

We know.

Spy or not, you're still the smartest, most honest chap we've ever met.

Don't forget massively charming.

Well, thanks.

But as much fun as it was hangin' with y'all, this...

(ALL SHOUT EXCITEDLY) This is home.

That's all right. We understand. But I'll be back.

You still owe me that first date.

If there's ever anything I can do for you, just let me know.

Well, I sure appreciate that. Thank you.

Actually, there is one thing.

Whoo-hoo! (LAUGHS) Whoo! I'll be doggone! (SIGHS, GASPS) Whoa, whoa, whoa! Thanks, Mater! Ha-ha-ha! Whoo! Impossible! Ha-ha! Mater! Check it out. They let me keep the rockets.

I'll see you at the finish line, buddy! Not if I see you first! Yippee!

(During the end credits)

(Collision of worlds playing)

Whoa

At the first sign of morning light, Ol' Glory's in the sky

Across the pond, it's afternoon, and the Union Jack flies high

We're on our first cup of coffee We're on our third cup of tea

And we can't pretend to live on different planets, you and me

In this collision of worlds

Watch the new day dawn on a distant shore

In this collision of worlds

Oh, you can't sit this out no more

Abbey Road, Route 66

CIA to the MI-6 right lane, left lane

Metric, imperial, pounds, dollars Howdy, cheerio

That V-8 growl to a V-12 scream

Hail to the Chief

Well, God save the queen!

Cops, bobbies, tabasco, wasabi

Pistachio, ice cream!

In this collision of worlds

Well, it's too late, you can't stop it now

In this collision of worlds

Yeah, find you a place, and just watch it now, (watch it now!)

(Instrumental)

Yeah, you're a good ol' boy

Well, you're a decent bloke I say it's irony,

I say it's a joke When I look around, now I can't see

We ain't so different, you and me

Meat and potatoes, bangers and mash

Dollars, pounds, dosh, cash,

Autobahn,

To the rising sun The I-10, to the M1

Congress,

Parliament,

President,

The Queen! Petrol, you say

Gasoline

Now grab your bird,

And get your girl Now it's a small world!

Collision of worlds

Watch the new day dawn on a distant shore

In this collision of worlds

No, you can't sit this out no more

It's a collision of worlds

It's too late, and you can't stop it now

Collision of worlds

Find you a place and watch... it now, (watch it now watch it now!)

(And the Credits Roll)

Oh oh oh oh-oh

Oh oh oh

Oh oh oh oh oh-oh

Oh oh oh oh oh oh

(Nobody's fool playing)

Had the time of my life before I could see

What was really going on And what you really throught of me

Look at me now, eyes open wide

Wise today and driving away With my shattered pride

Now i'm nobody's fool

It ain't no fun anymore

'Cause now that i'm nobody's fool

I'd rather be yours Oh...

Well, you know what they say The truth sets you free

And that's just great unless you don't wanna be

And you can keep the last laugh 'Cause i don't like how it feels

When you save face but your heartbreaks Well, you've cut the wrong deal

And now i'm nobody's fool

I miss the way it was before

Don't wanna be nobody's fool

I wanna be yours, your... yours

'Cause i'm a fool anyway, whether I leave or stay

So why, why did I have to run

I wanna make you laugh, I wanna make you smile

I wanna feel like I belong to someone

Now i'm nobody's fool

It ain't no fun anymore

Don't wanna be nobody's fool

I wanna be yours, yours...

Don't wanna be nobody's fool...

I wanna be yours

QuiteAFancyEmerald / Donglalu-Proxy-The-Second-Coming

my leg is itching #9