Mater has been pranking the other residents of Radiator Springs by moving Red's flowers, bursting out from a pile of tires built to resemble the Colosseum to startle Guido and Luigi, dressing up as a cone vampire to scare Sally, attempting to scare Lizzie while she is sleeping which is unsuccessful, moving Fillmore's gas cans back outside while he takes them in and scaring Lightning McQueen when he believes Mater is hiding behind a pile of cans ready to jump out (what was really behind the pile of cans was one of Mater's signs).

He then tells everyone the tale of the Ghostlight, explaining the disappearance of a young couple that encountered it, leaving behind two "out-of-state license plates" and that it hates nothing more than the sound of clanking metal.

Nervous, he returns to his junkyard and sees a shadow of a monster and, in a sudden shock, shines his light on it, revealing it to be just a pile of junk with another of his signs.

He wakes Frank and his tractors and drives through Willy’s Butte and yells like a bull in slow motion (in a matter similar to Doc Hudson’s slide).

Non-speaking characters appearing in the film include Luigi, Guido, Flo, Fillmore, Lizzie, Mack and Red.