Dusty is a cropdusting plane who dreams of competing in a famous aerial race. The problem? He is hopelessly afraid of heights. With the support of his mentor Skipper and a host of new friends, Dusty sets off to make his dreams come true.

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.