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Villain Overview
They laughed at us, but now it's our turn to laugh back. Embrace your inner Lemon. Let it drive you. This was meant to be alternate fuel's greatest moment. After today, everyone will race back to gasoline and we, the owners of the largest untapped oil reserve, will become the most powerful cars in the world! They'll come to us and they'll have no choice, because they will need us. And, they will finally respect us. So, hold your hoods high. After today, you will never be ashamed of who you are. Long live Lemons!
~ Sir Miles Axlerod rising to power, with a notably darker voice

Sir Miles Axlerod (simply known as Sir Axlerod) is the main antagonist of Pixar's 12th full-length animated feature film Cars 2.

He is the manipulative leader of the Lemons who wanted to turn the entire world against alternative fuels and make money out of it along with Professor Zündapp. However, his plans were foiled when Mater exposed his crimes. He was Mater’s nemesis as he planned to kill his best friend Lightning McQueen.

He was voiced by Eddie Izzard, who also voiced Dr. Schadenfreude in Igor and Lord Voldemort in The LEGO Batman Movie.


Axlerod was first seen during a television interview where he announced his new creation called the World Grand Prix, a three-country race he created that attracts the world’s top athletes and show off his latest creation: a new alternative fuel called Allinol.

Many racers around the world (including Lightning McQueen) signed up to participate in the races and test the new fuel, but as time goes by, crashes started to occur due to the Allinol igniting up during the first race in Tokyo. After getting himself into an undercover mission with British agents Finn McMissile and Holley Shiftwell by accident, McQueen's friend Mater shows Finn and Holley the picture of Axlerod's engine, which was contained in a chip given to him by Rod Redline which reveals the mystery engine of the Lemons' leader. Prior to this, Redline was executed by the Lemons, who felt betrayed by Redline due to his clever Lemon disguise.

Mater (who has gone undercover) soon learned of a horrible revelation: Professor Zündapp and his gang of Lemon cars are responsible for the crashes, as Zündapp created EMP weapons designed as Prix cameras to ignite the Allinol as part of their plan to discredit alternative fuel so that the world can go back using oil.

The Lemons still own the largest oil reserves in the world. Following the sabotage of the second race in Porto Cosa, Axlerod seemingly decides to suspend the races to use Allinol, though McQueen decides to remain using it for the final race in London. Because of this, Zündapp receives his orders from his unseen superior to kill McQueen at all costs, much to Mater's shock. Eventually, Zündapp and his gang were able to track down Mater, McMissile, and Holley before trapping them all and heading over to London. After having Grem and Acer to tie up Mater and the agents inside Big Ben to enact the final stage of their plan, Zündapp fires up the EMP beam on McQueen during the race. 

However, McQueen unexpectedly escapes unscathed, as it turns out that one of McQueen's friends Sarge switched the Allinol with organic fuel to avoid such an incident, just as Mater escapes to warn McQueen. Anticipating that the attempt would fail and that Mater would escape, Zündapp implanted a bomb inside Mater's air filter in hopes that he would set it off to kill both McQueen and Mater. However, Mater uses his rocket booster to speed himself and McQueen out of range, much to Zündapp's anger.

After Zündapp and the Lemon cars end up being defeated by Mater and the others, Mater tries to disarm the bomb but is unable to do so as it can only be disarmed by the one who activated it, plus he cannot unbolt the bomb out from his air filter. Eventually, Mater soon realizes that Axlerod was the unseen mastermind this whole time, as it turns out that Axlerod pretended to be a hybrid to cover his true colors since he leaked some oil during the Tokyo party and blamed Mater for it.

He also realized that Allinol is actually gasoline engineered by Axlerod as part of the plan to discredit alternative fuel. Without hesitation, Mater heads over to Buckingham Palace, where he angrily confronts Axlerod for the plot. At first, Axlerod tried to deny it and angrily warned Mater to stay away from him, but was forced to deactivate the bomb to avoid being killed by the imminent explosion, thus confirming Mater's suspicions.

Mater even opens up Axlerod's hood, revealing a Rover V8 engine shown in a photo held by the agents depicting the unseen mastermind with his hood opened up, thus proving to be a perfect match. With the plot exposed, Axlerod is last seen being restrained by two police cars, much to his distraught as he wonders how Mater managed to deduce his plot. It is presumed that Axlerod is arrested (along with Zündapp and the Lemons) for conspiracy to commit crime, murder, and embezzlement. 


Axlerod presented himself to be friendly and well-meaning to other cars and invented Allinol as a way to help promote the usage of alternative fuel. However, it later turned out that Axlerod is actually a ruthless, greedy, deceptive, and manipulative criminal mastermind who wished for non-lemons to respect him and was willing to harm other cars in order to do so. He is even willing to commit murder in order to achieve his goals in becoming rich through his untapped oil reserves when he ordered the death of Lightning McQueen when the latter decided to use Allinol in the last race after the Lemons had managed to successfully discredit Allinol. Axlerod also planted a bomb on Mater as a way to kill him after the tow truck discovered and started interfering with his plans.

Axlerod is also very intelligent, as shown when he made the plan to get rid of alternative fuel. Additionally, he can speak in a deeper, disguised voice that is hard to be descrambled, which would serve to deceive any potential spies. He also was able to come up with backup plans in case any first plans did not work. For example, he planted a bomb onto Mater in case the latter escaped from his bonds and would rush to save McQueen if the EMP emitter did not kill the racecar.

Despite coming from a background where Axlerod was mocked and ridiculed for being a lemon, he has no redeeming qualities as his anger and greed made him pure evil and was willing to commit heinous crimes just to get revenge on those who laughed at him and all lemons.

While he wasn't as sadistic like his right-hand Professor Zündapp, Axlerod was uncaring and heartless as he had no qualms with the injuries that the racers of the World Grand Prix received when their engines exploded by being hit by the EMP emitter, all while showing no remorse for his actions. Furthermore, Axlerod and Zündapp show no care for each other; their partnership being merely professional. Axlerod was also shown to hate Mater where he blamed on a oil leak on Mater, planted a bomb on him just to kill him, and started acting cruel towards him when Mater was trying to expose him. It's possible Axlerod's hatred of Mater stems from the fact that Mater is a tow truck, possibly hinting that Axlerod did not get a lot of proper help and fixing from tow trucks in the past.

Axlerod also showed signs of overconfidence as he kept his identity as the lemons' mastermind hidden until Mater exposed him, shocking Axlerod. He also tried to maintain his cover of being the lemons' mastermind when confronted and cornered by Mater until he was forced to deactivate the bomb he planted on the tow truck just to save his own life. This also shows Axlerod truly cares about no one, but himself and is truly a coward.


  • Mater - Arch-Nemesis
  • Lightning McQueen
  • Finn McMissile
  • Holley Shiftwell
  • Sally Carrera
  • Luigi
  • Guido
  • Sarge
  • Fillmore
  • Sheriff
  • Flo
  • Ramone
  • Red
  • WGP Racers


No, I know him. This is the bloke that called in on the television show. You're the one I have to thank. Ah, he's a little excited isn't he? You got a towel?
~ Axlerod blaming the oil leak on Mater.
Wait, somebody save me! The lorry's crazy! KEEP AWAY, YOU IDIOT! (Finn: MATER!) (Holley: [the bomb countdown reaches 00:09, 00:08.] Mater!) Someone do something! [Mater stands his ground, glaring at Miles, while everyone braces for the explosion] YOU'RE INSANE, YOU ARE! [Bomb countdown 00:03, then 00:02. Axlerod shuts his eyes, screaming] DEACTIVATE!!!
~ Axlerod forcing to reveal his crimes by turning off the bomb to prevent killing himself.
How did the tow truck figure it out?
~ Axlerod's last words as he's being arrested for his crimes.


  • So far, Sir Miles Axlerod is the only Pixar villain that never revealed his own true nature; Mater exposed it for him because the latter refused to confess it.
  • A picture of Axlerod is in Sterling's office in Rusteze Racing Center in Cars 3. However, it is an easy Easter egg to miss and it is possible Axlerod was once good friends with Sterling.
  • There are several easy-to-miss signs that foreshadow Axlerod's true nature and evil plot:
    • During his interview on the Mel Dorado TV show, Axlerod eagerly says that oil costs a big fortune, hinting his greed, and saying how alternative energy is the way for future and no one would have to use gasoline by the end of World Grand Prix, hinting he's not really supporting the usage of alternative fuel and that his invention of Allinol is actually engineered gasoline.
    • While speaking to Mater at the party in Japan, Axlerod's eyes widen at the sound of oil leaking when he quickly says that Mater had leaked oil. This implied that Axlerod realized he had leaked oil and blamed it on Mater, in order to hide the fact he's not truly an electric car.
      • This comes back to light when Mater realizes that Axlerod had leaked oil while realizing that Axlerod is the Lemons' mysterious mastermind.
    • After the first race in Japan, Axlerod defends that Allinol is safe and it didn't cause the racecars' engines to explode, though Allinol did cause the engines of the racecars to explode due to being engineered by Axlerod to blow up when coming in contact with the electromagnetic pulse emitter.
    • Before the race in Italy, Axlerod tells the press that he went to court and had his scientists confirm that Allinol is safe. This is said to be a lie as Axlerod would not be willing to go court to justify his fuel and that he only told the press his fuel is safe so his minions can inflict more harm to racecars during the race.
    • During the Lemons' meeting, Axlerod's rearview mirrors can be seen and his dark green paint job is lightly visible underneath a pale green padding.
      • After a major crash during the second race, Axlerod rushes to speak to the press; hinting that Axlerod had to quickly change into his public persona so he can discredit the usage of Allinol in the next race.
    • Before he discredits the use of Allinol, Axlerod says he cannot risk the lives of the racecars without sounding completely concerned. This foreshadows Axlerod does not truly care about what happens to the racecars if they use his fuel and was even willing to murder Lightning McQueen for when he decides to use Allinol just to prove the safety of alternative fuel. It also foreshadows that Axlerod does not truly care about the lives of anyone, but his own as he was forced to deactivate his own bomb just to save himself.
    • When speaking to McQueen before the race in London, he tells him he has hopes of him winning and expectations of him proving that Allinol is safe. This implies that Axlerod wants McQueen to participate in the race just so he can be killed and prevent him from backing out in order to find Mater whom Axlerod's minions had managed to capture.
    • When Mater and McQueen arrive at Buckingham Palace before Axlerod is exposed, Axlerod looks shocked to see McQueen and Mater as the latter informs Queen Elizabeth and Scotland Yard he knows who is sabotaging the World Grand Prix. Axlerod had planned to kill both Mater and McQueen for interfering with his plans and looked shocked to see them still alive when they arrived at Buckingham Palace.
  • The original villain of Cars 2 was intended to be a Russian car named Zil. However, as Sir Miles Axlerod proved to be more popular among the producers, Zil was scrapped and Axlerod became the main antagonist while most of Zil's traits were given to Professor Zündapp.
  • While during his circumnavigation around the globe, the jungle he winded up in 36 days later was in paradise falls, which was from a previous Pixar film "UP".

External Links


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Kabuto | Big D | Ronald Tompkins | Mr. Jones | The Cleric | Battlesaurs (Goliathon & Reptillus Maximus)

See Also
Buzz Lightyear of Star Command Villains | Cars Villains | Incredibles Villains | Toy Story Villains

           77A7C27E-A03D-4F9F-A393-BAC3D842152F Villains

Cars: Chick Hicks | Boost, DJ, Wingo & Snot Rod
Cars 2: Lemons (Sir Miles Axlerod, Professor Zündapp, Grem, Acer, Victor Hugo, J. Curby Gremlin, Tyler Gremlin, Don Crumlin, Towga Gremlin, Stefan Gremsky, Samuel Gremlin, Jake Gremlin, Dennis Gremlin, Vladimir Trunkov & Tubbs Pacer)
Planes: Ripslinger | Zed | Ned
Planes: Fire & Rescue: Cad Spinner

Shorts, Television & Video Games
Kabuto | Big D | Chick Hicks Racing Academy

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