Cars 2 is a 2011 American computer-animated spy comedy film produced by Pixar Animation Studios for Walt Disney Pictures. It is the sequel to Cars (2006), the second film in the Cars franchise, and the 12th animated film from the studio. The film was directed by John Lasseter (in his final outing as director of a Pixar film to date), co-directed by Brad Lewis, and produced by Denise Ream, and written by Ben Queen, Lasseter, Lewis, and Dan Fogelman. In the film's ensemble voice cast, Owen Wilson, Larry the Cable Guy, Tony Shalhoub, Guido Quaroni, Bonnie Hunt, and John Ratzenberger reprise their roles from the first film. George Carlin, who previously voiced Fillmore, died during the same year, and his role was passed to Lloyd Sherr. The returning cast is joined by Michael Caine, Emily Mortimer, John Turturro, Eddie Izzard, and Thomas Kretschmann, who voice the new characters introduced in this film. The film follows race car Lightning McQueen (Wilson) and tow truck Mater (Cable Guy), who head to Japan and Europe to compete in the World Grand Prix, but Mater accidentally becomes sidetracked with international espionage, and ends up attempting to uncover a conspiracy led by a mysterious criminal mastermind and his gang which threatens all competitors in the Grand Prix, accompanied by British spies Finn McMissile (Caine) and Holley Shiftwell (Mortimer). Cars 2 was first announced in April 2008 with a tentative 2012 release date, making Cars the second Pixar film to spawn a sequel after Toy Story (1995), as well as becoming a franchise. Lasseter was confirmed to be returning as director, while Lewis was designated as co-director in June 2010. The film's story was conceived by Lasseter while he was traveling around the world promoting the first film. Michael Giacchino composed the film's score, with artists such as Weezer, Robbie Williams, Brad Paisley and Bénabar contributing tracks for the film. This was the final Pixar film animated with their old software system, Marionette, before being officially replaced with Presto in 2012.