Holley Shiftwell is the secondary tritagonist in Cars 2.

Cars 2

Cars 2 Turntable "Holley Shiftwell"00:24

Cars 2 Turntable "Holley Shiftwell"

"Holley Shiftwell is a beautiful young British desk agent, turned rookie field spy who's 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's armed with 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 high motivated agent, but is fresh out of the academy, so her experience is based on lessons learned in the school rather than real-life situations.

When seasoned international spy 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 caught up in the intrigue, who is mesmerized by the beauty of his newest friend."[1]

At the end of the movie, Holley became Mater's girlfriend. She says to Mater that she'll come back for another date.

Kinect Rush: A Disney/Pixar Adventure

01 holley

She appears in the first Cars level in the end-scene, which she answers that the player is indeed going to be a great addition in Lightning McQueen's racing team, which she explains that she was observing the whole time and that was a most impressive display. Mater then introduces the player to her, explaining that she's his girlfriend. She then says that the player would make an excellent racer, but an even better spy, and they have a mission that is perfect for the player's speed and talents, which she then says that is if Lightning doesn't mind waiting, before Mater says that he can, before asking him, which he answers, "Well, who am I to interfere with British Intelligence?"

Holley also appears in the second level, played by one of the kids in the park. The mission takes her and the player to Tokyo, where somebody planted a bomb somewhere on the course of the Tokyo Grand Prix. Holley has a bomb detector, and the player has a new device that can disarm the bomb, but only works at very short range. So Holley and the player have to seek the course, find the bomb and get close enough to deactivate it before it explodes. The detector shows the signal near them, which Holley says that it must be somewhere nearby, before Francesco Bernoulli races past them, telling them to keep off the course as he has a race to prepare for. They then discover that the bomb was put on Francesco, who doesn't even know about it, which the player has to catch him and deactivate it. In the end-scene, Holley tells the player that she sees the bomb, and then the player deactivates the bomb, which then comes off Francesco. While Holley and the player investigate the bomb, Francesco asks them what do they want with him. Holley explains that they had no choice because that someone sabotaged him with the bomb, but he's safe now. However, Francesco doesn't believe it, saying that it is ridiculous and that he is not easily fooled, before he drives off saying that they are just trying to get into his head, but it will never work. Holley says that she doesn't know why not, and that it sounds like there's plenty of room in there, before using a gadget from her undercarriage to pick up the bomb, saying that she'll get their technicians to work analyzing/analysing the device immediately. She is also heard in the other levels when the player unlocks a new weapon that is wings for flying, which she tells the player to do gliding when a ramp comes up.


  • Top Speed: 160 MPH
  • 0-60 MPH: 5.5 seconds
  • Engine Type: 3,5-Liter Turbocharged V8
  • Horsepower: 275
  • Vehicle type: Jaguar XJR-15
  • Hometown: London, England

Weaponry and Gadgets

As a spy, Holley Shiftwell is equipped with gadgets including:

  • On-board computer: Holley is equipped with a computer that can analyze spy data. It projects a hologram heads-up display as a screen and dual trackball platforms as a mouse.
  • Projection lamps: Located above her headlights, they emit the hologram heads-up display.
  • Dual mounted trackball platforms: Retract in the undercarriage and used to control the heads-up display, with the wheels, in the way a mouse controls a computer.
  • Headlight cameras: Invisible, they transmit an image to Holley's on-board computer that can then be analyzed.
  • Digital read-outs: Located on the side mirror, the screen can receive transmissions from other spies or view a map of the environment.

Holley's front wheels are equipped with several gadgets:

  • Concealed gun: Seen in the Spy School: Paris Video but never seen in the movie, however. But it might appear in the movie when she is aiming guns at Professor Z when he tries to make the bomb on Mater explode.
  • Electroshock device: A taser-like weapon. The cord of the grapple seems to be very long.
  • Telescoping utility arm: A small screwdriver-like arm that permits Holley to more precisely use the buttons of a control panel.
  • Retractable wings for flight: Holley has wings that protrude from her rocker panels and her rear deck lid becomes a horizontal stabilizer of a rear wing that has a jet intake. Afterburners appear in her exhaust.


  • Holley's name is a reference to Holley Performance Products, Inc., a manufacturer of high-performance carburetors and fuel systems located in Bowling Green, KY.
  • Her design has a close resemblance to the Jaguar XJR-15.
  • Her license plate is HS1201, which includes her initials. The number 1201 is Emily Mortimer's birthday (December 1st).
  • In some LEGO Cars 2 sets, it includes Holley. However, that version of her is a little bit more pink.
  • She also designs the IPhone apps.



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