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""Oh, yes. Sorry. It's Shiftwell. Holley Shiftwell.""
—'Holley Shiftwell', Cars 2, [[{{{3}}}]]

Holley Shiftwell is a secret agent based in Tokyo, Japan, who assists Finn McMissile in his missions.


Cars 2

Holley in Cars 2.

In Cars 2, Holley Shiftwell is a British desk secret agent working in Tokyo who is sent in the World Grand Prix opening ceremony to exchange important information with Finn McMissile. She quickly becomes a field operative as Finn sent her to meet another spy named Rod Redline in the bathroom. However, the latter is attacked by two lemons, Grem and Acer, and is forced to deliver a photograph to Tow Mater. When Holley meets this one, he falls in love with her and he thinks they have a date. At the end at the movie, she tells everyone she is Mater's girlfriend and says to him that he still owes her a first date.

Cars 2: The Video Game

In Cars 2: The Video Game, Holley appears a playable character, unlocked from the start of the game.

Cherry Blossom Holley in the garage.

An alternate costume of her, Racer Holley, can be unlocked by earning the Agent - Second Class crest. In the Xbox 360 and the PlayStation 3 versions, another alternate costume, titled Cherry Blossom Holley, can be purchased and downloaded. All three versions of her are medium weights.

Kinect Rush: A Disney/Pixar Adventure

In Kinect Rush: A Disney/Pixar Adventure, 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 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.

Disney Infinity

Holley in the Toy Box.

In Disney Infinity, Holley is one of the four playable characters representing the Cars franchise, her figure being included with Lightning McQueen in the Cars Play Set pack. She is capable of doing everything the other cars can do, including towing, doing tricks, boosting and powersliding. In toy box mode, her unique adventure is Holley's C.H.R.O.M.E. Course, in which the player must destroy a variety of enemies in order to earn a medal.

Cars: Fast as Lightning

In Cars: Fast as Lightning, Holley appears as a playable character, unlocked once all of her stickers are earned from completing all of Raoul ÇaRoule's races. She has two additional unlockable paint jobs, Police Car and Glimmer Gal, that can be unlocked by completing practice races at Holley's Track.

General information

Physical description


Cars 2 Turntable "Holley Shiftwell"

Turntable video of Holley's model

According to Meet the Cars, Holley is a 2008 MT-R Mark II powered by a 3.5-Liter Turbocharged V8 engine with 275 HP. Her 0-60 acceleration speed is 5.5 seconds, and her top speed is 160 mph. While she is a Pixar in-house design, she seems partly inspired off the 2008 Ronn Motors Group car called the Scorpion, which has a similar engine being a 3.5-liter twin-turbo V6 engine with 450 HP. She also has some resemblance to a 1990 Jaguar XJR-15 and a Vector M12.  Her license plate is HS1201, which includes her initials. The number 1201 is her voice actress Emily Mortimer's birthday (December 1). Holley is painted magenta, with chrome rims and decals.

Personality and traits

Like many spies, Holley is very kind and friendly. She is very good with technology, as shown when she uses an on-board computer to check on anything important, along with other gadgets that allow her to progress. She can be serious and motivated, but also sometimes naive, 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. She’s incredibly loyal and nice to her lover and best friend, Tow Mater.

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.

Powers and abilities

Holley has several gadgets, such as an on-board computer, projection lamps, dual mounted trackball platforms, headlight cameras, digital read-outs, retractable wings for flight, concealed guns, an electroshock device, and a telescoping utility arm.


For this subject's list of appearances, see Holley Shiftwell/Appearances.

Profiles and statistics

Cars 2

  • "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."

Cars 2: The Video Game

Holley Shiftwell

  • Bios
    • "This beautiful young spy has been working in C.H.R.O.M.E.'s Diagnostics department, but she dreams of becoming a field agent. Armed with the latest high-tech gadgetry imaginable, including hidden weapons and holo-projectors, she's ready to take on anything."
  • Stats
    • Weight class: Medium
    • Speed: 55
    • Power: 45

Racer Holley

  • Bios
    • "Sometimes it's important to let loose and drive wild, and Holley does it with style."
  • Stats
    • Weight class: Medium
    • Speed: 55
    • Power: 45

Cherry Blossom Holley

  • Bios
    • "Holley is the talk of Tokyo when she goes undercover with her "Cherry Blossom Special" disguise."
  • Stats
    • Weight class: Medium
    • Speed: 55
    • Power: 45

Disney Infinity

  • Bios
    • "Holley Shiftwell is as sharp and smart as she looks. Trained for any terrain, take Holley for a spin and she'll make even the hardest corners in the Cars Play Set feel like child's play. "
  • Toys
Name Image How to unlock Description
Holley Shiftwell Paint Job
Found in one of Holley's three character chests in the Cars Play Set A car with a Holley Shiftwell paint job from Cars.

Cars: Fast as Lightning



For this subject's image gallery, see Holley Shiftwell/Gallery.


  • "Oh, hello." - Cars 2
  • "A Volkswagen Karmann Ghia has no radiator." - Cars 2
  • "Great. I'm Agent Shiftwell. Holley Shiftwell from the Tokyo Station. I have a message from London." - Cars 2
  • "This cannot be him." - Cars 2
  • "Extremely." - Cars 2
  • "Hello." - Cars 2
  • "Perfect. Erm...I'm from the Tokyo Station." - Cars 2
  • "Yeah, OK. I get it." - Cars 2
  • "Listen! Erm... We should find somewhere more private." - Cars 2
  • "Yeah, you're right. Impossible to know which areas here are compromised. So, when can I see you again?" - Cars 2
  • "Got it. We'll rendezvous then." - Cars 2
  • "My grand-a father has-a broken down. If-a one of-a you would help, I would be so thankful." - Cars 2
  • "No, no, no! Don't-a fight over me. Signore Tow Truck, per favore." - Cars 2
  • "That's because it is, Mater. Now, be careful what you say." - Cars 2
  • "Mater, stop it!" - Cars 2
  • "I'm detecting an extremely strong electromagnetic pulse. Finn, it's the camera!" - Cars 2
  • "On the tower!" - Cars 2
  • "Got it!" - Cars 2
  • "I'm Mater's girlfriend! It's so nice to meet you all!" - Cars 2
  • "That's alright, we understand. But I'll be back and you still owe me that first date!" - Cars 2
  • "Here we go, then!" - Cars 2: The Video Game
  • "My thought's exactly." - Cars 2: The Video Game
  • "Excellent choice!" - Cars 2: The Video Game
  • "Who ran over the circuit breaker? This is extremely expensive equipment!" - Cars 2: The Video Game
  • "Um, security just called. Did someone order takeout on the holophone?" - Cars 2: The Video Game
  • "I come from a long line of technically savvy cars." - Cars 2: The Video Game
  • "Charmed." - Disney Infinity
  • "It appears to be a standard Television Camera, they said if you could get closer photos next time it'd be great." - Cars 2

Names in other languages

  • Bulgarian: Холи Хайтех (transcription: Kholi Khaĭtekh)
  • Czech: Holley Shiftwellová
  • Greek: Χόλλυ Πολύστροφη (transcription: Khólli Polístrophi)
  • Polish: Liliana Lifting
  • Portuguese (Brazilian): Holley Caixadibrita
  • Portuguese (European): Holley Shiftwell
  • Russian: Холли Делюкс (transcription: Kholli Delyuks)
  • Slovak: Holley Shiftwellová
  • Ukrainian: Холлі Тіптронік (transcription: Kholli Tiptronik)


  • 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.
  • In some LEGO Cars 2 sets that include her, Holley is more pink.
    • Coincidentally, in the 2020 die-cast mainline series Holley's paintjob was more of a hot pink than magenta or purple.
  • Holley's design initially was intended to be a Porsche according to concept art from The Art of Cars 2.


Cars 2
Lightning McQueenTow MaterFinn McMissileHolley ShiftwellFrancesco BernoulliMiles AxlerodProfessor ZündappGremAcerLuigiGuidoSargeFillmoreShu TodorokiRaoul ÇaRouleJeff GorvetteMax SchnellMiguel CaminoCarla VelosoLewis HamiltonNigel GearsleyRip ClutchgoneskiJan "Flash" NilssonLong GeMark "Frosty" WinterbottomMemo Rojas, Jr.Vitaly PetrovFernando AlonsoVictor HugoVladimir TrunkovJ. Curby GremlinTubbs PacerSally CarreraSheriffRamoneFloLizzieRedMackTomberDarrell CartripBrent MustangburgerDavid HobbscapJacques VilleneuveUncle TopolinoMama TopolinoSiddeleyCrabbyStephensonTony TrihullRod "Torque" RedlineLeland TurboThe QueenPrince WheeliamSgt. HighgearSir Harley GassupMama BernoulliMel DoradoTopper Deckington IIIEverettGlobieChauncy FaresBrian FuelM. FendericksonPaul OilkleyBrett WarnewagenKingpin NobunagaPinion TanakaKimura KaizoZen MasterOkuniShigekoTamikoMei and SatsukiDaniella Muffler and Shelley ShiftTokyo Party StaffTerry GongDaisu TsashimiEdamame TsashimiMike FuseVic VanleyHaikiBob PulleyTaia DecoturaIvanOtisGalloping GeargrinderTyler GremlinPetrov TrunkovFred PacerAlexander HugoKarl HaulzemoffMuggsy LiftsomeGiuseppe MotorosiAlex MachinoMach MatsuoBruno MotoreauE. Manual ManiezJohn LassetireJeff Gorvette PittyOtto BonnMax Schnell's PittyPetro CartalinaCruz BesouroBruce BoxmannAustin LittletonBrian GearlooskiErik LaneleyCarlo MaseratiBindoSajan KariaTrent Crow-TowNat McLugnut and Michael HonkselUcchiSal MachianiDaisu TsashimiChukiFabrizioCartney BrakinCaratekaJesse HaullanderKabutoYokozaSukiHarumiChisakiIchigoNick CartoneHiroakiTakeshiYukioCartney BrakinLee RacéNate StanchionJessica GiampetrolAlex VandelOfficer MurakarmiBecky WheelinKrate Rainson-WashRukaPetey PacerJerome RampedStefan GremskyTowga GremlinTolga TrunkovDon CrumlinMarcelo and MarcoFranca and FrancescaUncle Topolino's BandFather BurkeAntonio and AngeloPope Pinion IVPopemobileJohnNancyLubewigGeartrudeLouis LaRueHenri MotisseEmmanuelAlex CarvillAlfredoTowin' EoinCeline DephareJustin PartsonJason HubkapAlexis WheelsonMary EsgocarMagen CarrarShawn KrashJonathan ShiftkoApeTrike FeldmanAlbertoCartney CarsperRonnie Del CooperDenise BeamFrank ClutchensonAlloy HembergerClutch FosterKimberly RimsCarinne CavvyColossus XXLAndy GearsdaleCorporal Josh CoolantMark WheelsenSiren CarbariniDoug SpeedcheckScott SparkMike LorengineGearett TaylorMaurice WheelksVictor PaveoneJumpstart J. WardScott MotorseManny RoadriguezStanleyMia and TiaAl OftTodd
Voice Cast
Larry the Cable GuyOwen WilsonMichael CaineEmily MortimerEddie IzzardJohn TurturroBrent MusburgerJoe MantegnaThomas KretschmannPeter JacobsonBonnie HuntDarrell WaltripFranco NeroDavid HobbsTony ShalhoubJeff GarlinMichel MichelisJason IsaacsLloyd SherrBruce CampbellJenifer LewisStanley TownsendVelibor TopicSig HansenGuido QuaroniVanessa RedgraveJohn MainieriBrad LewisCheech MarinJeff GordonLewis HamiltonPaul DooleyEdie McClurgRichard KindKatherine HelmondJohn RatzenbergerMichael WallisBarbara KottmeierPatrick WalkerJunichi KajiokaJess HarnellColleen O' ShaughnesseyDaniel Okeefe
John LasseterBrad LewisDenise ReamMark NielsenDan FogelmanBen QueenStephen SchafferMichael Giacchino
You Might ThinkCollision of WorldsMon Cœur Fait VroumNobody's FoolPolyrhythm
Cars 2: The Video Game
Playable Characters
Lightning McQueenTow MaterFinn McMissileHolley ShiftwellFrancesco BernoulliRaoul ÇaRouleCarla VelosoJeff GorvetteNigel GearsleyShu TodorokiMiguel CaminoMax SchnellFillmoreSargeLuigiGuidoProfessor ZGremAcerTomberMiles AxlerodChukiDaisu TsashimiRadiator LightningCarbon Fiber LightningMaterhosenFinn - Union JackRacer HolleyMidnight FrancescoBrand New FillmoreCamo SargeTeam Lightning LuigiTeam Lightning GuidoGunner AcerYoung Professor ZRod "Torque" RedlineRod Redline: UndercoverDragon LightningTokyo MaterCherry Blossom HolleyFinn - Airport SecurityMater the GreaterDaredevil LightningThe QueenFloSheriffRamoneChick HicksWingoSnot RodBoostDJUncle TopolinoMater IvanKabuki MaterVictor Hugo
C.H.R.O.M.E. Missions
Unwelcome AboardIn Plane SightFast FriendsAirport InvasionThere's No Place Like ChromeOil Rig ShowdownHit the RoadWorld Grand PrixRunway InvasionPorto Corsa InvasionObjects in MirrorAirport ShowdownBurning the Midnight OilCoastal InvasionRunway RunawayHarbor HasslePower SurgeLondon ShowdownFoe InteriorHit or McMissileUnfriendly CompetitionAir PowerRush DeliveryItaly ShowdownTokyo InvasionSave the QueenSour LemonsLightning the MoodHome SecurityTokyo Showdown
Further info
Beta elementsStaff
Kinect Rush: A Disney/Pixar Adventure
Mr. Incredible • Remy • Russell • Buzz LightyearLightning McQueen
Jungle Rumble • Omnidroid Bash • Save Metroville • Rooftop Run • Floodgates • Stop That Chef! • House Chase • Free the Birds • Canyon Expedition • Day Care Dash • Airport Insecurity • Dump Escape • Fancy Drivin' • Bomb Squad • Convoy Hunt
Disney Infinity
Playable Cars Characters
Lightning McQueenMaterHolley ShiftwellFrancesco Bernoulli
Non-Playable Cars Characters
LuigiGuidoFillmoreRamoneFloFinn McMissileChick HicksThe KingShu TodorokiCarla VelosoRacer 46
Disney Infinity: 2.0 Edition
Cars: Fast as Lightning
Todd MarcusChick HicksFillmoreTow MaterFloLuigiGuidoSheriffSnot RodWingoDJBoostMiguel CaminoCarla VelosoShu TodorokiRaoul ÇaRouleHolley ShiftwellFinn McMissileFrancesco BernoulliLightning McQueenMax SchnellPyotr RacinovLong GeYokozaKomodoSandy DunesShifty SidewinderBlue GritIdle Threat
SargeLizzieFrankTractorsBessieBob CutlassDarrell CartripDexter HooverRotor TurboskyDinoco GirlsChuck CablesNelson BlindspotMuggsy LiftsomeChuyBulldozersColossus XXLHiroakiTakeshi
Todd's TrackChick's TrackFillmore's TrackMater's TrackFlo's TrackLuigi's TrackGuido's TrackSheriff's TrackSnotRod's TrackWingo's TrackDJ's TrackBoost's TrackMiguel's TrackCarla's TrackShu's TrackRaoul's TrackHolley's TrackFinn's TrackFrancesco's TrackLightning's TrackMax's TrackPyotr's TrackLong Ge's TrackKomodo's TrackYokoza's Track
Buildings, Decorations and Track Pieces

Luigi's Casa Della TiresRadiator Springs CuriosHouse of Body ArtFlo's V8 CafeTodd's PitCozy Cone MotelChick's PitNightclubFillmore's Taste-InMater's Towing & SalvageShu's PitFrancesco's PitCourthouseMrs. PistonGuido's Italian Ice ShopRusty BumperPolice StationWimpy's WipersEmporium RepairSnotRod's GymOffice BuildingWingo's DigsHospitalPop 'n' Patch Tire RepairBoost's Nitro ShopVisitor CenterMiguel's PitSparky's Spark PlugCarla's PitFire StationRaoul's PitRacing MuseumHolley's HideoutMcMissile's PadSarge's Surplus HutOrnament Valley AirportLightning's PitMax's PitLong Ge's PitKomodo's PitYokoza's PitIce ShopIgloo
Mega ScreenNeon SignRadiator SpringStreet LightFlame FountainSpy RelayArcade GamesOrganic Oil StandRed FlowersMailboxMator StatueMotorama Girls BillboardBlue FlowersGear StatueWind TurbineWater TowerGraffiti WallClock TowerSuper SubwoofersWeather VaneSolar PanelsVending MachinesCherry Blossom TreeWellPoster KioskTurbo FanParasolDoc Hudson StatueSouvenir TentBlue BlimpInflatable ArchDinoco TentDinoco SignPiston BoulderSkyboxJapanese ArchFlaming ArchBig-O-VisionLoudspeakersBleachersGear BalloonMcMissile BannersGearsley BannersRust-eze TentGrand Prix BannerFloodlightsParis BannersFrancesco BalloonLeaderboardGameloft TentV8 Café Sunset BannerFirst Aid TentRocky ArchTokyo BannersLightning BalloonFrancesco BannerAV TowerTokyo Street LightsCelebration LanternsMotor MobileKremlin ClockPretzel StandNeon PavilionPile o' PresentsTire WreathTire TowerLantern StringRussian FlagMatryoshcarsCandy CanesMotor MonumentChinese LanternHockey BannerFountain SquareFriendship PagodaVictory ArchFestival GateOverpassSubway EntranceTokyo TowerGlowing Neon SignFrozen Puck Award
Track Pieces
Hot SpringsSteep CurveOil FieldSurplus StorageCrazy LoopFrozen LoopPretzel LoopDesert CurveBarrier TurnOil SpillWhipsnap RacewaySteep HillBumpy RoadCliffhangerConstruction SiteStunt CannonsZigzagToll BoothCar WashRocky LoopRocky Half-PipeCorkscrew LoopGeyser JumpRiver JumpNeon Panel JumpRussian BridgeHockey RinkRoundaboutTwo-Level CurveGeyser LoopBreakneck RidgeRocket RoadRock WallBeijing RacewayCactus RoadFrozen U-TurnShow-off RampWunderplatzRoller CoasterDragon LoopChristmas MiracleWild WellPalace SwirlFrozen Hill

Further info
Beta elements • Staff
Disney Infinity: 3.0 Edition
Playable Characters

Francesco BernoulliHolley ShiftwellLightning McQueenMater