Star race car Lightning McQueen and his pal Mater head overseas to compete in the World Grand Prix race. But the road to the championship becomes rocky as Mater gets caught up in an intriguing adventure of his own: international espionage.

Inventor Flint Lockwood creates a machine that makes clouds rain food, enabling the down-and-out citizens of Chewandswallow to feed themselves. But when the falling food reaches gargantuan proportions, Flint must scramble to avert disaster. Can he regain control of the machine and put an end to the wild weather before the town is destroyed?