This is how at the Wheel-Well Motel and Thomas' suspicions of Miles Axelrod goes in Ryan's, Thomas' and Crash's Adventures of Cars 2.

(The screen shows the Wheel Well Motel, which appears to be turned into a restaurant, as there are people sitting at tables, including McQueen and Sally. Team Equesodor are inside the Wheel Well with Guido, Luigi, Fillmore and Sarge.)

Sally Carrera: (looking at the view) Ah, this is so nice.

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

Mater: (dressed as a waiter) Ahem! Good evening.

Sally Carrera: Oh!

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

Lightning McQueen: Wha...? Mater? (stammers) You work here?

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

Sally Carrera: (chuckles)

Lightning McQueen: Oh, yeah. (chuckles) How ridiculous would that be?

Mater: Now, can I start you two lovebirds off with a couple of drinks?

Lightning McQueen: Yes. I'll have my usual.

Sally Carrera: (chuckles) Oh, you know what? I'm gonna have that, too.

Mater: (as his tow cable drops) Uh... Right. Your usual. (drives into the motel)

Lightning McQueen: (laughs)

(Inside, Guido is serving drinks for Fillmore, Sarge and Luigi, while the whole of Team Equesodor are standing beside them. The TV is showing a show called "Tire Talky", which has Todd the Pizza Planet truck shown.)

Fillmore: (as Guido gives out the drinks) Thanks, man.

Luigi: Grazie, Guido!

James: We have definitely seen that Mater has come in to dress up as a waiter so that he could hang out with us all, especially McQueen and Sally.

Rainbow Dash: Uh, we noticed. And we're totally cool with it.

Rest of team: (agreement)

Thomas: We agree.

Mater: (arrives) Guido, what's McQueen's usual?

Guido: (speaks in Italian) Come dovrei saperlo?/How should I know?

Mater: Perfect! Give me two of them.

Twilight Sparkle: Uh, Mater, Guido was actually speaking Italian.

Sunset Shimmer: And I don't think he is actually saying what drink it is.

Starlight Glimmer: Even surprising that you don't know what McQueen's usual drink is, Mater.

Mater: That ain't my fault!

Sarge: Quiet! My program's on.

Mel Dorado: (on TV) Tonight on the Mel Dorado Show... His story gripped the world. Oil billionaire Miles Axlerod, in an attempt to become the first person 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 champions from around the globe to battle in the first ever World Grand Prix. Welcome, Sir Miles Axlerod.

Miles Axlerod: (on TV) Thank you, Mel. It is very, very good to be here. Now, listen to me. Big oil. It costs a fortune. Pollution is getting worse. I mean, come on, 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.

Sci-Ryan: Oh, man, I can't believe this! Renewable fuel!

Sci-Twi: And they've forgot to mention that fossil fuels can cause global warming.

Mater: What happened to the dinosaurs, now?

Thomas: Oh, Mater, the dinosaurs had died millions of years ago, but nobody knows exactly why that is.

Mater: OK, Thomas, but how come you're still alive if you're a dinosaur?

Thomas: But I'm not a dinosaur.

Mater: What? I was just kidding.

Twilight Sparkle: Oh, I just can't believe you wouldn't know, Mater.

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

Francesco Bernoulli: (on TV) It is an honor, Signore Dorado, for you.

Mel Dorado: (on TV) Miles, why not invite Lightning McQueen?

Mater: Huh? Whatsit?

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

Francesco Bernoulli: (on TV) The Lightning McQueen would not have a chance against Francesco.

Mater: (feels angered) Huh!

Francesco Bernoulli: (on TV) I can go over 300 kilometers an hour. I-In miles, that is like, uh... (stutters) way faster than McQueen.

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

Caller: Am I on? Hello?

Mel Dorado: (on TV) You're on. Go ahead.

Caller: Hello?

Mel Dorado: (on TV) Go ahead, caller. (hears the line going dead) Let's go to Radiator Springs. You're on, caller.

Mater: (through the telephone) Yeah, 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: (as he and the others look behind to see Mater on the phone) Uh-oh.

Trixie Lulamoon: You've got to be kidding me.

Hiro: This is not good.

Diesel: Oh, he's going to be in big trouble.

Sidney: What do you mean?

Francesco Bernoulli: (on TV) If he is, uh, how you say, uh, "the bestest race car," then why must he rest? Huh?

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

Francesco Bernoulli: (on TV) Oh! You heard it! Lightning McQueen prefers to be slow! Of course, 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.

Mater: (through the telephone) That ain't what I meant.

Sidney: Oh, man. This is gonna cause trouble.

Diesel: That's what I said!

(While Mater and Francesco are talking, all of the customers, and even the rest of the residents, come in to see what is happening, all murmuring at Francesco's quote of being out cold. McQueen and Sally, who are still outside and enjoying themselves, then notice everyone coming into the motel.)

Lightning McQueen: Hey, what's going on over there?

(McQueen and Sally then come in to see what is going on.)

Francesco Bernoulli: (on TV) He is afraid of Francesco. This is...

Lightning McQueen: (notices Francesco on the TV) That's that Italian formula car. His name is...

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

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

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

Lightning McQueen: What's wrong with fenders?

Sally Carrera: Nothing!

Lightning McQueen: I thought you liked my fenders.

Mater: (through the telephone) Let me tell you something else, Mr. San Francisco.

Lightning McQueen: Mater?

Mater: (through the telephone) McQueen could drive circles around you.

Francesco Bernoulli: (on TV) Driving in circles is all he can-a do, no?

Mater: (through the telephone) No. I mean, yes. I mean, he could beat you anywhere. Any time, any track.

(While Mater is talking, McQueen and Sally look toward Guido and , who point to Mater using the telephone. McQueen and Sally then look to see what Mater is doing.)

Thomas: Yeah, I'm feeling that this is very, very bad.

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

Mater: (through the telephone) Ha-ha! That shows what you know. Dump trucks is dumb. (gets grabbed and pulled out by McQueen) Hey! Whoa!

All: Phew!

Fluttershy: Thank goodness that happened!

Twilight Sparkle: Now this can get settled with McQueen around.

Starlight Glimmer: Yeah, our best friend can take care of anything.

Lightning McQueen: (through the telephone) Yeah, hi. This is Lightning McQueen.

Francesco Bernoulli: (on TV) The Lightning McQueen, huh?

Lightning McQueen: (through the telephone) Look, I don't appreciate my best friend being insulted like that.

Francesco Bernoulli: (on TV) 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.

Lightning McQueen: (through the telephone) And those are strong words from a person that is so fragile.

Francesco Bernoulli: (on TV) FRAGILE! He calls Francesco fragile! Not-a so fast, McQueen!

James: (laughs) Wow, I guess Francesco gets insulted with being called fragile.

Lightning McQueen: (through the telephone) "Not so fast." What is that? Your new motto?

Francesco Bernoulli: (on TV) Motto?! (yells in Italian, before the audio gets switched to Axlerod, which causes Francesco to get mad and leave his screen, before rubbing his rear tires on the ground)

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

Lightning McQueen: (through the telephone) Well, I would love to. The only thing is, my crew is off for the season, so... (looks back to see Ramone painting a banner saying "Team McQueen", and Guido popping the corks out of some wine bottles with his wheel gun)

Guido: Pit stop.

Thomas: We've all got your back!

Bash, Dash and Ferdinand: That's right!

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

(Everyone then cheers, along with Sheriff chuckling, while Francesco appears on his screen, looking unhappy. McQueen then reverses out of the phone booth to talk to Sally and the team.)

Lightning McQueen: I know, I know. I just got back, but we won't be long and...

Thomas: We'll all be helping you out!

Twilight Sparkle: (to Sally) But do you mind, Sally, about Lightning and us leaving?

Sally Carrera: Oh! No, don't worry about me. I mean, I've got enough to do here. Mater's going to have a blast, though.

Lightning McQueen: (pauses for a moment)

Sally Carrera: You're bringing Mater, right?

Starlight Glimmer: Sally's actually right, Lightning. You never bring Mater to any of your races.

(McQueen looks toward Mater, who then takes a slurp from a drink and gulps, but then makes muffled cries as he feels the strong taste. Finding nowhere else to put it, he slurps it back into the same glass.)

Mater: Ah.

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

Mater: Your drink, sir.

Lightning McQueen: Mater.

Mater: I didn't taste it!

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

Mater: (gasps) You mean it?

Lightning McQueen: Yeah. You got me into this thing. You're coming along!

Mater: All right!

(As they are talking, Thomas looks at a photo that he took of Miles Axelrod)

Thomas: There's something I don't like about that car.

Twilight Sparkle: What are you talking about, Thomas? You can't just suspect this whole World Grand Prix thing is a scam.

Applejack: She's right, Thommy. It's not like there's gonna be anypony trying to sabotage the event.

Thomas: I suppose you're right, Applejack. Anyways, (to James, Percy and the other members of Team Freeman) guys...

James: Ugh! Here comes another stinker!

Percy: No. This time he nails it for sure.

Thomas: Let's get in the race and get on the chase!

(They stare at him)

Thomas: Oh, come on, really? I kind of liked that one.

Gordon: Okay, but if we find out that car is telling the truth, you're lying.

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