|Unidentified Flying Mater|
At Luigi's Casa Della Tires, Guido tries to remove a hubcap from a customer's tire and ends up flinging it out of the window. It flies past Mater and Lightning McQueen, who are driving along Main Street. Mater immediately tells Lightning that it was a UFO and he knew because he'd seen one. Lightning says, "What?!" and Mater begins his story.
On a crystal clear night (except for several storm clouds building up behind him), Mater is driving towards a level crossing when the lights start flashing. Mater is puzzled because he can't see any trains coming, but when he looks to his left, he sees a glowing blue buck-toothed UFO staring at him. He jumps back in fright and starts quivering when the UFO smiles at him. Mater then introduces himself and the UFO introduces himself as Mator. Mater then takes him to his "liters": a pile of oil cans. Whilst drinking, Mater teaches Mator to say, "dad-gum" and also teaches him to tip tractors and drive backwards. Mator also teaches Mater how to fly, which startles Fillmore. As they start flying around Willy's Butte, spotlights surround them and Mator is captured. Mater follows them and realizes that his new friend has been captured by the military forces. He then sneaks onto base using his flying technique, quick movements, and a disguise to free Mator.
Lightning doesn't believe Mater, but Mater tells him that "You was there, too!"
As the military forces chase Mater and Mator, Lightning joins them. Suddenly, a huge UFO (presumably Mator's parent) arrives and takes the trio away. She then drops off Mater and Lightning back home before leaving.
Back in Radiator Springs, Lightning still doesn't believe Mater, so Mater tries to prove that he can fly. As he tries, his engine makes a horrible spluttering noise and Lightning drives away, begging him to stop. He fails to see Mater actually flying past Fillmore and Sarge. Fillmore, dumbstruck, gasps, "Far out!"
In the final scene, Mater meets Mator up in space and they fly away together.
- Lightning McQueen
- Mia and Tia
- Corporal Kim
- Captain Munier
- Andy Gearsdale
- Scientist Pitties
- Scientist Pitty
- Mrs. UFO
- Luigi's Customer (cameo)
- This is the only episode in the series in which Mater does not tell Lightning that he used to be something.
- All of Fillmore's dialogue in this episode is stock audio from the first Cars movie. He is voiced by George Carlin, who died in June 2008. This also marks the final time that George Carlin voices Fillmore. Lloyd Sherr takes over the role from Cars 2 onwards.
- This marks the first time in Cars Toons that a car that is not part of the main cast from Cars is seen in Radiator Springs (Luigi and Guido's customer). It is also the first time that the Tractors appear in the Cars Toons shorts.
- Parking Area 51, the place where Mator is taken to, is a reference to Area 51.
- This was the first time in the Cars series where Mater was flying. The second time was in Cars 2, and the third time was in Air Mater.
- When the traffic light changes lights repeatedly very quickly, Fillmore says the same "Whoa!" that he made in the first film when McQueen falls into the cactus during his race against Doc Hudson.
- This is the second time that Lightning McQueen wears his Piston Cup livery. The first is Cars & the third time is Rescue Squad Mater.
- When Mater says, "Hey, Fillmore!" the DVD and Blu-ray subtitles mistakenly spell Fillmore's name as "Filmore" (without one of the "l"s).