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So much for the fear of sequels: Pixar's Cars 2 (opening Friday from Disney) races past its predecessor with thrilling Formula 1 racing, breathless spy action and global eye candy. And Michael Caine's Bond-like Finn McMissile more than makes up for the absence of Paul Newman's classy Doc Hudson. Meanwhile, folksy Mater, the tow truck, becomes the new hero: After a falling out with buddy Lighting McQueen, he becomes a spy let loose in Tokyo, Paris, an Italian Riviera-style town and London.

"What's intriguing about Cars is that as an animator I want to do complex physiology, but once you pop the hood, you realize how freeing and funny it is to animate these characters," boasts Dave Mullins, animation supervisor. "It's just really refreshing."

"We've opened up the expressiveness and wackiness of the characters," adds Shawn Krause, the other animation supervisor. "You don't question it -- you just go with it. On the first one, John [Lasseter] was grounded in such a reality that we were careful to make you feel that these were cars. And I think it's only because we created such a foundation that we were able to go in different directions and embrace some other opportunities [with the spy genre]."

It turns out that Mater's a more intriguing protagonist than McQueen. He becomes the butt of jokes, but, ironically, this serves him well when teaming up with McMissile and newbie operative Holley Shiftwell (Emily Mortimer).

"In fact, the color script was rather like Mater, suggests Sharon Callahan, director of photography for lighting."On some films that are maybe a little bit more emotionally complex, you can reflect that in the lighting. But this film didn't require that because it's pretty much a romp and so it was a matter of finding a simple structure that worked, focusing mostly on the fish-out-of-water theme and making each location look and feel iconic."

Cars 2 was liberating for everyone, including Lasseter, who returns to directing after becoming chief creative officer of both Pixar and Disney. "But what's really fun about being a director is you get to work with the artists themselves and, for me, it's just getting back in touch with filmmaking that I love," he admits. "And what's interesting that I found -- and I didn't expect this -- was how many new artists come along here at Pixar. Because there had been four movies made at Pixar since Cars. And so coming to work, half of the crew were people I hadn't worked with before."

Of course, there were noteworthy technical tweaks in lighting and painting and driving performance befitting Formula 1 racing and gadget-driven action. "After the first film, we realized there were certain shortcomings with what we could do with that car paint shader," explains Apurva Shah, supervising TD. "It's such a big part of the film so we did some new filtering for the metal flakes so we can get nice sharp, flakes that react to light in the right way, and also take the specular in reflections that go on the paint and get that quality of sheen.

"One of the downsides with environmental lighting is it's not affected by what's around an object. And so we made some enhancements to our environment lighting to take into account the things that are around the surface and to factor that into the lighting you get. It's driven through ray tracing."