Outside Luigi's Casa Della Tires, Guido is spinning around with his forks spread out because Mater is teaching him how to fly. A skeptical Lightning McQueen asks Mater what he knows about flying, and Mater replies, "Everything." Mater then proceeds to tell the story.
Mater tows a car to Propwash Junction, a town inhabited by friendly planes who greet him. As he drops off the car at a repair station, Mater watches a group of jets, the Falcon Hawks, in amazement. He is asked by one of the Falcon Hawks if he's going to the air show tomorrow, and he accepts. Then, he sees Skipper's Flight School and reads the sign, "We can teach anyone how to fly guaranteed!"
Mater, interested in learning how to fly, enters and meets Skipper, the flight instructor. Skipper points out that Mater just a tow truck. Mater then says to him that he can teach anyone guaranteed, just as the sign says. Skipper reluctantly gets his mechanic Sparky to install a pair of wings, a rudder, and a rear propeller on Mater. After quickly learning the essentials of flying in the air, Mater has a bit of trouble getting up at first, but he succeeds. Soon, his inability to control his flying gets his hook caught on some telephone wires, causing Mater to get flung back and fly backwards, giving Skipper the impression that he really can teach anyone.
Meanwhile, the Falcon Hawks get prepared for tomorrow's air show, but Black Hawk, one of the members, sprains one of his wings, and now they need a forth flyer to take his place. They see the airborne Mater flying backwards and are impressed. Mater manages to land back on the strip, but he ends up going upside-down. Nevertheless, the Falcon Hawks invite him to perform with them in the air show, and Mater agrees to join them.
The next day, the Falcon Hawk leader, Red Hawk, Green Hawk, and Mater (as Mater Hawk) put on an amazing show together, with Mater providing the majority of the entertainment. For the grand finale, the Falcon Hawks hold out a long piece of rope and Mater uses his hook to grab the rope and fly backwards with greater speed, breaking the sound barrier. Suddenly, Mater's wings break off and Mater starts falling down.
Lightning, listening to the story, asks Mater, "What did you do?" Mater replies, "Oh, you remember, Lightning McQueen Hawk!"
Back in the story, Lightning McQueen Hawk flies in and grabs Mater by the hook, saving him. He helps Mater with the finale by throwing him up into the air with the Falcon Hawks. He catches Mater and safely takes him back to the ground, where Mater presses a button and sets off a spectacular fireworks display.
Lightning insists that the whole thing never happened, and Mater says, "It did, too." At that moment, Mater gets a call from the Falcon Hawk leader and is told that he is needed to take place for one of the Falcon Hawks. He throws his hook up and is caught by the rope being held by the Falcon Hawks.
After the short ends, Mater meets up with Sparky in front of the Propwash Junction sign and says "Hey, they ought to make a whole movie about planes." Sparky says it's a good idea and the two look at the audience in anticipation.
- Lightning McQueen
- Mia and Tia
- The Falcon Hawks (Green Hawk, Red Hawk, Black Hawk, and leader)
- Skipper Riley
- Judge Davis
- Larry the Cable Guy: Mater
- Keith Ferguson: Lightning McQueen
- Stacy Keach (Credited as Stacey Keach): Skipper
- Jonathan Adams: Judge Davis
- Lindsey Collins: Mia
- Elissa Knight: Tia
- Danny Mann: Sparky
- Jan Rabson - Kernel Co Pitties
- Lori Alan - Blue Hawk
- John Cygan - Red Hawk
- Paul Eiding - Green Hawk
- Bob Bergen - Black Hawk
- The Falcon Hawks appear to use Marco and Stu Bop's animation models. Also, they seem to be a reference to the Red Arrows.
- Four references to Planes have been identified in the episode.
- At the end, Mater says that they should make a whole movie about planes, hinting the film Planes. However, this scene was only shown on the Cars 2 DVD and Blu-ray.
- Propwash Junction is the hometown of Dusty Crophopper, the protagonist of Planes.
- Skipper is a main character in the movie.
- A forklift Sparky is a character in the movie.
- The architecture of Propwash Junction's buildings and the surrounding landscape include many mechanic pieces and silhouettes of planes, similarly to the "car-ification" process seen in Cars and Cars 2.
- This was the third time in the Cars series when Mater was flying. The first time was in Unidentified Flying Mater, and the second time was in Cars 2. Although he was seen flying in the end of Heavy Metal Mater.
- Although this episode was released after Cars 2, Lightning McQueen is still in his Rust-eze Radiator Springs paint job instead of his World Grand Prix paint job and its possible that this episode takes place after the events of the 2006 film Cars and before the events of the 2011 film Cars 2, or Lightning McQueen got his Rust-eze Radiator Springs paint job back after Cars 2.
- In the Polish version of this episode, Skipper's name is "Latosław," but in the Polish version of Planes, his name is "Kapitan."