When Lightning McQueen decided to still take Allinol, Professor Z decided to kill Lightning instead of blowing his engine. But it didn't work because Sarge put Fillmore's fuel to replace Lightning's Allinol and it didn't work so Professor Z decided go with backup plan. He hid a C4 in McQueen's pit. But the C4 was hidden under Mater's airfilter to trick him. Holley told Professor Z to deactivate the bomb. But when when Z said deactivate it wouldnt work so the C4 just went a minute down. So Mater went to the queen where Miles Axlerod was and he cornered him. Until the C4 was about two seconds away from exploding, Miles Axlerod screamed out "DEACTIVATE!" Then they found out that Axlerod was the Lemon behind because he could deactivate the C4. So Axlerod decides to change his ways and redeems himself.