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Racecar Lightning McQueen (Owen Wilson) and his tow-truck buddy, Mater (Larry the Cable Guy), have had their share of adventures together but nothing like what they experience when they head overseas for the first-ever World Grand Prix. While Lightning has his eye on the road to the championship, Mater takes a detour to international espionage when he meets British master spy Finn McMissile (Michael Caine) and stunning spy-in-training Holley Shiftwell (Emily Mortimer).

Racecar Lightning McQueen (Owen Wilson) and his tow-truck buddy, Mater (Larry the Cable Guy), have had their share of adventures together but nothing like what they experience when they head overseas for the first-ever World Grand Prix. While Lightning has his eye on the road to the championship, Mater takes a detour to international espionage when he meets British master spy Finn McMissile (Michael Caine) and stunning spy-in-training Holley Shiftwell (Emily Mortimer).

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A night watchman (Ben Stiller) at a museum of natural history makes a startling discovery: Thanks to the unleashing of an ancient Egyptian curse, the museum's animals, birds, bugs and other exhibits spring to life after the building closes, and former President Teddy Roosevelt (Robin Williams) is among those the hapless guard encounters.

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Once the night guard at the Museum of Natural History, Larry Daley (Ben Stiller) is now a successful purveyor of infomercial products. Soon after learning that his museum friends have been shipped to the Smithsonian Institution, Larry receives a distress call from Jedediah, who warns him that four of history's greatest villains have come to life and are planning to take over the Smithsonian first, then the world. Larry joins forces with friends old and new to stop the quartet's nefarious plans.

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