Cars 2 is a 2011 American animated spy comedy film produced by Pixar Animation Studios for Walt Disney Pictures. It is the sequel to Cars (2006), the second film in the Cars franchise, and the 12th animated film from the studio. The film was directed by John Lasseter, co-directed by Brad Lewis, produced by Denise Ream, and written by Ben Queen, Lasseter, Lewis, and Dan Fogelman. In the film's ensemble voice cast, Owen Wilson, Larry the Cable Guy, Tony Shalhoub, Guido Quaroni, Bonnie Hunt, and John Ratzenberger reprise their roles from the first film. George Carlin, who previously voiced Fillmore, died in 2008, and his role was passed to Lloyd Sherr. They are joined by newcomers Michael Caine, Emily Mortimer, John Turturro, Eddie Izzard, and Thomas Kretschmann. In the film, Lightning McQueen and Mater agree to compete in the World Grand Prix, an international racing event showcasing a new alternative fuel called Allinol, but Mater inadvertently becomes involved in a dangerous espionage mission that puts both his and McQueen's life in jeopardy.