- Mater: "I never did get your name."
- Holley Shiftwell: "Oh, yes, sorry. It's Shiftwell. Holley Shiftwell."
- ―Holley introducing herself to Mater
Holley Shiftwell is a major character in the 2011 Disney/Pixar animated film, Cars 2. She is a secret agent who assists Finn McMissile in completing missions and has Mater help them out with trying to save the world from a group of lemon cars.
- 1 Background
- 2 Appearances
- 3 Video games
- 4 Relationships
- 5 Gallery
- 6 Trivia
- 7 References
- 8 External links
- Holley is a beautiful young British desk agent turned spy-in-training who is stationed in Tokyo. Well-educated and sharp, she knows every trick in the book (or rather, she relies on every trick in the spy manual). She is armed with all of the latest state-of-the-art spy equipment imaginable, from hidden cameras and concealed weapons to a telescoping utility arm and a holographic pop-up display. Holley is a highly motivated agent, but is fresh out of the academy, so her experience is based on lessons learned in school rather than real-life situations. When Finn McMissile requires Holley's technical expertise for his latest top-secret field operation, she finds herself pursuing a rendezvous with the most unlikely candidate -- Mater, an innocent tow truck caught up in the intrigue, who is mesmerized by the beauty of his newest best friend.
Like many spies, Holley is very kind and friendly. She is very good with technology, as shown when she uses an onboard computer to check on anything important, along with other gadgets that allow her to progress. She can be serious and motivated, but also sometimes naïve, such as when Finn reminded her about the saying that a spy will get whatever they find and try to escape before they can be found out when she was confused about why Mater could not tell from the photo of the lemons' mastermind. She also has uncompromising loyalty, especially towards, Mater and Finn.
Holley is also very intelligent, telling by the fact that she was able to film the lemons driving through Porto Corsa by reprogramming the town's red traffic lights to scan them recognizably, as well as when she put a picture of Mater onto a screen showing the filming of the lemons so to give an idea of Mater going into the lemons' meeting in disguise.
Holley has a high resemblance to a Jaguar XJR-15. According to the Meet the Cars book, she is also a 2008 MT-R Mark II. Her license plate reads "HS1201", which has her initials as well as a reference to the birthday of her voice actress Emily Mortimer (December 1).
She is painted magenta and has chrome rims and decals, and jade green eyes. Soon at the end of Cars 2, she receives a dent on her left side after helping Mater to defeat a couple of lemons. However, the dent is absent in the video games that follow the film, despite Holley claiming that she will keep it.
Powers and Abilities
Holley can go up to 160 mph, and from zero to 60 mph in 5.5 seconds. Her engine type is a 3.5-liter turbocharged V-6, and she has a horsepower of 275. She also has several gadgets:
- On-board computer: Holley is able to get a holographic screen displayed on her front by her hood to show spy data, and she uses dual trackball platforms as a mouse.
- Projection lamps: These show the display of a hologram above her headlights. Located above her headlights, they emit the hologram heads-up display.
- Dual mounted trackball platforms: These are used to control her heads-up display, by using her wheels. They draw up in her undercarriage, and are like a computer mouse.
- Headlight cameras: They send images to her on-board computer, being invisible.
- Digital read-outs: She can get transmissions from other secret agents as well as seeing an environment's map with the screen, which is located on her left wing mirror.
- Retractable wings for flight: They allow Holley to fly through the air. Wings come out from her rocker panels, and her rear deck lid turns into a T-tail, along with her exhaust using afterburners.
Additionally, she has several gadgets and weapons equipped in her front wheels:
- Concealed guns: They are used to shoot bad guys. She has one in each wheel.
- Electroshock device: This is used to give people an electroshock, looking similar to a taser, and has a long cord.
- Telescoping utility arm: Holley can use this to press a control panel's buttons and carry devices that are small, such as the one carrying a photo of the lemons' mastermind's engine.
Holley comes across Finn McMissile at the opening ceremony of the World Grand Prix in Tokyo, and tells him that an American agent has been placed onto a secret oil rig owned by a group of thugs, and had been able to get a photo of the mastermind. Finn changes the plan of himself meeting the American by having Holley take the role instead, as the thugs from the oil rigs are at the ceremony as well.
The American agent, who is called Rod "Torque" Redline, activates his tracking beacon, and Holley follows the guide on her digital read-outs. To her dismay, Rod is in the men's bathroom. She is reluctant at first to go into it due to being opposite gender but agrees to Finn telling her that she cannot spend too much time stalling. Unbeknownst to her, Rod is being attacked by two of the thugs, named Grem and Acer. Just as Holley is about to go in, Mater comes out, with the tracking beacon on him due to Rod Redline his device with the photo onto Mater's undercarriage. Holley does not believe at first that Mater is the agent, but Finn believes that he is when Holley describes him to be extremely American.
Holley comes across Mater and tries to make sure she is talking to a spy by saying the phrase of a Volkswagen Karmann Ghia has no radiator. Mater knows the correct answer of it being air-cooled, to which Holley then tells him that she is from the Tokyo Station. However, Mater starts going on and on about other models that are also air-cooled. After his mentions of Type 3 Squarebacks and Type 2 buses, Holley tells him that they need to talk somewhere more private. Mater gets confused about what she means, to which she then figures that it is impossible to know if there are any places that are not compromised. To make sure that they do find someplace at another time, she asks when she can see Mater again, to which he replies that he will be at the World Grand Prix race in Tokyo the next day. Holley agrees to make a rendezvous with him at that time.
On the day of the race, Finn and Holley watch Mater from inside a building, seeing that he is in the pits, to which Holley is confused about because of the rules of spies not coming into contact with the public. Finn believes that it is his cover, and they wait patiently for Mater to contact them, which he does not know about. Soon, Holley notices on her onboard computer that some of the thugs are closing in on Mater, and Finn leaves to battle them. Holley manages to hack into and speak through Mater's headset, telling him to get out of the pits. Mater eventually does, thinking that the rendezvous is a date. After Finn defeats the thugs, Holley says to Mater that the rendezvous has been jeopardized and that they will be in touch soon.
The next day, Holley gets on board Siddeley before he comes onto the runway of Haneda Airport to pick up Finn and Mater, who were being chased by Grem and Acer. Mater is immediately interested to see Holley, stating her to be his imaginary girlfriend. Holley then replies to get into Siddeley, but Mater asks her if she wants a date with him, leaving her shocked and confused as he talks. However, they are soon attacked by Acer, who is shooting at them. Finn finishes him off by shooting at his tire to deflate it and cause him to turn toward another plane and fall into a lavatory service truck. As Siddeley comes towards the end of the runway, Finn turns around to pull Mater onto Siddeley.
Finding that the device is still on Mater's undercarriage, Holley takes it off and gets the photo downloaded. Mater begins introductions of her and Finn, which she feels confused when Mater says that she is his date. He immediately says that he did not get her name, to which she introduces it. The photo then comes up, showing what is an old engine which Mater recognizes at first glance. They are unable to figure out who the engine belongs to, but find that the mastermind has some rare parts.
To find more information, they travel to Paris to find a black-market parts dealer who is named Tomber. As they see him talking to someone, Finn and Holley take cover, but Tomber sees Finn's reflection on several hubcaps after Mater appears, and quickly drives away. A chase takes place, ending when Holley appears in front of Tomber, causing him to overturn and go through the air before landing in a market stall. Holley then tases him, thinking him to be an enemy, but is stopped by Finn, because Tomber is actually his informant. Meeting up in a private warehouse for used car parts, they hear from Tomber that he had sold these kinds of parts to someone who is his best costumer, and he was also not able to figure out who this guy is either, and had been wondering why the person would need so many parts. Mater tells them that is because he's a lemon car. When Finn questions the term, Mater explains that lemons are cheaply made cars that were built to breakdown all the time before saying that the Pacers and Gremlins that have been trying to attack them back in Japan are also lemon cars. Sensing a trend, Finn asks Holly to pull out the pictures he took of the oil platform and identify all the cars out there. Holly identifies Hugos and Trunkovs which Mater also identifies as lemons, which makes Holly deduce that everyone involved in the plot are all lemon cars. They find out that the lemons are having a secret meeting in Porto Corsa, Italy, which is also where the second World Grand Prix race is being held. Knowing that the mastermind will be there as well, they board Stephenson the spy train for Porto Corsa.
During the journey, Holley gets an idea of having Mater infiltrate the lemons' meeting while holographically disguised as a blue tow truck named Ivan, who is responsible for towing Victor Hugo to different locations. To activate the disguise, Mater has to make voice commands through a device put on his beacon light. Noticing that Mater's bodywork is not smooth enough for the disguise's final fitting, Holley gets a mechanical arm from Stephenson's ceiling to fix Mater's dents. However, Mater is at first startled, but then explains to Holley that he does not have his dents fixed, as he wants to still remember them, claiming them to be way too valuable. While Holley begins to work around Mater's dents, Finn adds some weapons into Mater's bodywork.
Upon arriving at Porto Corsa's casino, as part of the plan, Holley comes up to Ivan and a group of black Hugos, who are all unaware that she is a spy. She talks in an Italian accent, and says that she needs them to help her broken down made-up grandfather. Ivan and a Hugo named Alexander Hugo get into a small argument about who she was talking to, before she chooses Ivan. She takes him around the corner of the casino, and electrocutes him so that Mater can take his place while in disguise. Holley then joins Finn outside, communicating with Mater on the radio, along with showing Mater's point of view on her on-board computer. While he is in the casino, Holley warns Mater about being careful what he says, which makes him ask if she is wanting him to stop talking to her. Hearing what Mater is saying, Alexander is thinking that he is acting weird, to which Mater starts to talk to Alex while learning his nicknames by using an invisible heads-up display on his eyes. As soon as Mater starts to mention Alex's wanted status, Holley immediately tells him to stop, before Alex then says to quiet down because he may get him arrested. Holley remains shocked as Alex tells another Hugo (William Hugo) not to mess with Ivan today because he is in a bad mood, which makes Finn very impressed that it does not blow Mater's own cover.
Mater and the Hugos come into one of the casino's rooms to meet the rest of the lemons, waiting for their boss to arrive. Finn and Holley watch as there are knocking sounds on the door, but it turns out to be Professor Z. The mastermind is then seen on the flat-screened televisions with only his engine seen, and talking in a disguised voice. Holley tries to get it descrambled but is unable to because it is too sophisticated. The mastermind mentions about that the lemons have all been laughed at their whole lives by the whole world after they stopped manufacturing their models and parts, then tells them about their plan of paying back. While he is talking, several of the World Grand Prix racers crash when their engines explode. Holley finds that it is due to a very strong electromagnetic pulse, which is coming from a generator disguised as a TV camera, being used by Grem and Acer on a tower. Finn then rushes to stop them, but just as he is about to, he gets captured when he gets pulled by a helicopter using a large magnet, as they already knew that he was going to come. Holley notices that Grem and Acer are still using the emitter, causing most of the other racers to crash, before she then sees Finn being carried away. Thinking that they need to abort the mission, she tells Mater to get out of the casino, before she too gets captured when she is surrounded by Ivan and several more lemons.
The lemons later capture Mater after his cover is accidentally blown, and take him, Holley and Finn to London, tying them to the giant gears of Big Bentley, which are supposed to crush them in a couple of minutes as the clock moves. Holley and Finn get shocked when Mater shouts to them that he is not a spy, having tried to tell them the whole time over and over, which they did not understand him earlier. Just then, Grem and Acer arrive in an elevator, planning to use the EMP generator to kill racecar Lightning McQueen, who is best friends with Mater, during the final World Grand Prix race, which is taking place in the city. This attempt fails, which leaves the lemons wondering why. Holley, Finn and Mater then get informed by Grem and Acer that they are going to the back-up plan, which is that they have put a bomb in McQueen's pit which should explode when he comes in. As they insult him, Mater notices that his gatling guns have slightly cut through the ropes he is tied in. After Grem and Acer leave, Mater repeatedly does voice command to make the guns cut through the ropes completely, setting him free. He is desperately wanting to help Finn and Holley, but they tell him to go and warn McQueen's pit crew, claiming to him that they will be okay so that he leaves.
Hearing Finn say that being killed by a clock gives a complete new meaning to the phrase "Your time has come", Holley gets thinking and uses her electroshock device to reverse the battery so that the gears move the other way, also making the clock's hands go counter-clockwise. However, on the other side, there is another gear that is about to crush them. To prevent from getting killed, they drive forward to make a gap big enough for the gear to go between them and cut the ropes off. However, as they prepare to get to the course, they then spot Mater's air filter, revealing to them that the lemons have actually put the bomb on Mater. They warn him on the radio just as he arrives at the pits to warn his friends about the bomb, which is also the moment when McQueen comes in and is glad to see Mater. Knowing that the lemons are about to make the bomb go off, Mater drives away from McQueen, who chases after him, not knowing about the bomb. Holley soon appears in front of Professor Z and points her guns at him, causing him to flee in fear. As Finn goes to get the professor, Holley goes to help Mater while using her retractable wings and afterburners for flight. She finally notices him going through the streets of London, using his rocket jets while McQueen is holding onto his tow hook. She tells Mater to stop, but he declines, telling her that she could get hurt. However, Holley then sees Grem and Acer heading towards them, and gets into action by flying ahead of them, causing them to hit her and bounce through the air into an inn, where the customers angrily beat them up for knocking over their beer.
As Mater and McQueen halt to a stop, Holley appears, saying that they have got to get the bomb off, which makes McQueen finally realize the situation. Finn then arrives with Professor Z tied up, and orders him to turn the bomb off. The evil professor tells them that the bomb is voice-activated, but after it denies Mater's voice telling it to deactivate by starting a timer, they hear from Professor Z that only the one who had turned it on can deactivate it. Holley aims her electroshock device at him, threatening him to say it, to which he does, but his voice is denied as well. Professor Z explains that he is not the one who had activated the bomb and asks maliciously if anyone else would like to try, but Holley then tases him and makes him unconscious, because he was making her annoyed.
A few moments later, they get surrounded by the rest of the lemons, who try to make sure that they do not escape and the bomb activates. But as J. Curby Gremlin gets out his gun, McQueen and Mater's friends come to the scene to help them fight the lemons. Holley defeats many cars on her own, causing the rest to retreat but they are cornered by the British military and Sarge.
With the lemons presumably arrested, everyone tries to figure out how to disarm the bomb. Mater then figures out who had turned it on, and takes McQueen to Buckingham Palace while using his rocket jets and parachute, with the rest of the gang following on land (or in the case of Holley, with flight). Mater tells the Queen, the bodyguards and police that the mastermind is none other than Miles Axlerod, the creator of the World Grand Prix and Allinol fuel. Miles tries to convince that Mater is the crazy one, but the tow truck explains that he had figured it out because the bomb was attached with the same bolts that hold together the mastermind's engine, and that he remembers a saying of old British engines having oil in them when it is under them, pointing out that Axlerod had put the blame on him for leaking oil back in Japan. Axlerod still claims that Mater is crazy, and Holley and Finn wonder why Axlerod would want to hurt anyone if he created the World Grand Prix and Allinol, to which Mater explains that it would be to make everyone think that alternative fuel is not safe and go back to fossil fuels, and that they would have to buy oil from the oil rigs so that the lemons can become rich.
As the timer on the bomb gets closer to zero, the bodyguards evacuate most other vehicles including the Queen, her grandson, and other spectators. Axlerod is blocked by Mater on the edge of the platform, and Holley and everyone else brace for the explosion. Just one second before it could explode, Axlerod is forced to make the bomb successfully deactivate. Mater then opens Axlerod's hood to show Finn, Holley, and the police that his assumption was correct, convincing that Axlerod is the mastermind. Holley and Finn then join McQueen, his friends and the spectators to watch Mater being knighted by the Queen for his bravery, before he later leaves for home with his friends.
Finn and Holley soon arrive in Radiator Springs to greet Mater, also convincing Van on Mater telling him, Minny and the townsfolk about his big adventure. As Mater introduces everyone to the agents, Holley mentions that she is Mater's girlfriend, which also surprises Guido, as he and Luigi had not believed Mater claiming so back in Japan. Flo notices that Holley has a dent on her side, which was caused when Grem and Acer drove into her back in London. Ramone prepares to get his tools to fix the dent, but Holley decides to keep it, stating it to be as valuable as Mater's. McQueen soon gets to the question of why he did not explode when he was hit by the pulse, to which Finn and Holley explain that they could not figure that out either, along with that they have found out allinol was actually gasoline modified to explode when coming into contact with the beam itself. The answer to the question is then revealed when Fillmore says that his organic fuel was put into McQueen by Sarge during the race.
Everyone soon watches McQueen and the rest of the World Grand Prix racers take part in the unofficial Radiator Springs Grand Prix, with the townsfolk cheering McQueen on. Siddeley then arrives, ready for Finn and Holley to leave, as they have another mission. Already knowing that Mater is not a spy, they mention that it was still great to meet him. He politely declines to join them, as he is at home, and Holley promises to be back for their first date.
Holley Shiftwell is one of the playable characters in the game, being unlocked from the start, and helps the player in training levels to perform tricks and receive boosts. She is one of the characters who have medium weight, and works at C.H.R.O.M.E. with Finn throughout the story to have Mater, McQueen and their friends trained by taking part in simulations, which have competing in normal and battles races, and attacking enemies on a race track or arena. Eventually, most of them pass, with Holley noting that they would have to win every race to pass.
By earning the "Agent - Second Class" crest, the player will unlock a Racer Holley customization. A Cherry Blossom Holley customization can also be downloaded for the PlayStation and Xbox 360 versions.
Holley makes her first appearance in the endscene of Fancy Drivin', saying that the player would be perfect for being a racer as well as a spy. She later teams up with the player in the Bomb Squad level to find a bomb planted somewhere in Tokyo, soon finding out that it has been put on Francesco Bernoulli, who is unaware about it. Eventually, they catch up to him and deactivate the bomb, before picking it up to be analyzed. She then congratulates the player for doing such a brilliant job.
Additionally, after the player unlocks retractable wings for their character, Holley is heard talking to the player about ramps up ahead in the levels.
Holley is a playable character in the Disney Infinity game series. Her figure is available with McQueen's figure and the piece for the Cars Play Set. She can be used in the play set, along with the Toy Box of all games. In the Cars Play Set, the residents of Radiator Springs are preparing for a racing competition, and Mater is planning to arrange his date with Holley. After Chick Hicks is taken by Ramone and Flo to be painted like McQueen, Holley tells Mater that they can hang out at Flo's V8 Cafe.
Her exclusive Toy Box Adventure in the first game is Holley's C.H.R.O.M.E. Course, where the player has to defeat a number of enemies to get a medal.
Holley appears in the mobile game, being one of the playable characters. She is unlocked after completing all of Raoul ÇaRoule's races, also unlocking her track and hideout.
Holley first met Mater at a museum in Tokyo, when she believed him to be an American spy that she and Finn were supposed to meet, due to the fact that the real agent, Rod Redline, was forced to pass a device on to Mater after being confronted with Grem and Acer. Mater immediately became attracted to her, but she was focused on trying to find somewhere private for them to talk. Unsure which areas were compromised, Holley asked Mater when they can meet again, which Mater answered that he would be at the World Grand Prix the next day. Holley made an agreement to do a rendezvous that day, but Mater soon thought she meant for them to have a date. On that day, she and Finn noticed that Mater was in the pits at the racetrack. Holley was especially confused why this was, because that he was in the public's presence. When the lemons were closing in on Mater after finding out that Rod had passed his device to him, Holley got into Mater's headset and gave him directions that led him away from the lemons, while Finn helped to battle the lemons. However, Mater was believing that he was going to meet her for the date. Soon, Holley decided that it was too dangerous for the rendezvous to take place, and told Mater that he must not continue.
The next day, Holley was waiting for Mater and Finn while being transported by Siddeley the spy jet. She told them that they must hurry and get in, but Mater was so interested to see her again, and began talking to her about if they really want their first date, which left Holley confused and shocked as she heard what Mater said. Eventually, he and Finn made it onto Siddeley, where Holley used her telescoping utility arm to take the device off Mater's undercarriage and put it into a computer. While examining the device's photo, Mater seized the opportunity to try and woo Holley by telling her about her attractiveness and personality, which she did thank him, but also added to pay attention. However, Mater tried to get her into his sight, but Holley kept moving the photo into his way so to not get distracted. Moments later, Mater remarked to her and Finn about the car in the photo having original parts, which they traveled to Paris to ask Finn's informant Tomber for help.
As they traveled to Porto Corsa on Stephenson the spy train, having heard from Tomber that the lemons would be having a secret meeting there, Mater was amazed that Holley was very smart with technology, which she thanked him for the comment. While trying to do the final fitting on Mater's disguise, Holley used a robotic sander to try and remove Mater's dents, because they made the disguise's surface unable to match Mater's surface. Mater told her that he likes to keep his dents because he wants to remember the times when he got them while spending time with his best friend Lightning McQueen. This made Holley realize that Mater was being serious in Paris about mentioning the next World Grand Prix race being in the same town as the lemons' meeting.
While Mater was in disguise as Ivan with the lemons inside the casino, Holley warned him to mind his dialogue, otherwise it could blow his cover. He almost blew it when mentioning the countries Alexander Hugo was wanted in, causing Holley to immediately tell him to stop. While Holley still felt shocked when Alex told the other lemons to not mess with Ivan in a bad mood, Finn felt that Mater was brilliant. When Finn got captured while trying to stop Grem and Acer, Holley told Mater to get out of the casino, but she got captured as well, along with Mater. While they were all tied to the gears of Big Bentley in London, Holley and Finn both felt shocked when Mater shouted out that he was not a spy, having tried to tell them while on Siddeley that he was only a tow truck. Soon, Mater got free by making his empty guns cut through his ropes, and was wanting to help Holley and Finn, but they told him that he had to save McQueen from a bomb that the lemons had said to have planted in the pits, with Holley adding to Mater to get more dents.
When Holley and Finn got free by themselves, they noticed Mater's air filter, making them realize that it was Mater that has actually been rigged. They managed to warn him just as he arrived at the pits, and while Finn went after Professor Z, Holley went to help Mater, while using retractable wings. She eventually found him rushing through the streets of London with a pair of rockets while McQueen was holding onto him. Up ahead, Holley saw Grem and Acer heading toward Mater and McQueen, and successfully saved them by flying in front of Grem and Acer and cause them to go into an inn. When Mater was pointing out that Axlerod was the lemons' mastermind, Holley wondered why if Axlerod created the World Grand Prix, to which Mater told her and the others that Axlerod was making his fuel look unsafe and have everyone buy oil from the lemons' oil field. As the bomb got closer and closer to its detonation, Holley and the others were worried for Mater, and prepared to die. However, Axlerod was forced to deactivate the bomb while being confronted by Mater, and everyone then realized that everything was true along with Axlerod having the engine shown on the photo.
Soon, Holley and Finn came to Radiator Springs to greet Mater, where he introduces her to his friends before she revealed that she is Mater's girlfriend, which surprises Guido who now believed Mater's earlier words. Mack pointed out that they make a perfect couple after she refused to fix a dent. Later, Holley and Finn had to go for their next mission, but Holley promised Mater that she will be back for their first date.
In Cars 3, it is revealed that Mater and Holley's relationship is still going very strong and at the end of Cars 3, Mater distracts Sterling by mentioning that he has wedding flaps, hinting that he's someday getting married to Holley Shiftwell. They still love each other unconditionally.
- Holley's name is a reference to Holley Performance Products, a manufacturer of high-performance carburetors and fuel systems located in Bowling Green, KY.
- For most of the film, Finn McMissile doesn't seem to know his partner Holley is flight-capable.
- Holley's design has a close resemblance to the Jaguar XJR-15.
- The LEGO version of her is slightly more pink.
- Holley's license plate reads HS1201. The number 1201 is her voice actress Emily Mortimer's birthday (December 1).
- It is unknown why Holley did not appear in Cars 3, but it is possible that the nature of her work meant that she and Mater were forced to break up or that Holley was busy with her job around the time of the third film.