First off, I thought the movie was beautifully animated, lush enviroments, great colors, Tokyo was outstanding.
However, I feel that the story fell flat on several fronts. While in the past Pixar seems to have developed the story in a more organic/step-wise fashion this move felt as if the premise was very forced. Spy portion excluded the redemption of Mater was much more contrived and out of balance with the action of the racing and it seemed almost an afterthought. Using the dream sequence flashback as a vehicle to help the audience focus on Mater's understanding of himself was jarring.
As to the Spy story, I think that the plot to use eco-fuel then fake that the eco-fuel was dangerous as a way to get everyone to hate eco-fuel and use gas was a bit more that my children could grasp. The introduction sequence of Sir Miles Alexrod was just messy and gave me no emotional tie to the character. To ask that kids bring the cultural back-story of famously poorly made cars (the gremlin) and then try to shoehorn in another bit of exposition, explaining the lemons was poor storytelling. Sure, The Incedibles was also a spy thriller but with a much more understandable and emotion driven plot. Buddy is not a super, hates supers and will pretend to be a super so everyone will like him. Kids can relate. Also, Michael Caine has a recognizable but very flat voice and lacked vitality.
I don't know if Pixar is trying to grow along with it's viewers but with Toy Story 3 and now Cars 2, there is an edge to the storytelling that didn't seem to be present previously. Lotso was much more cruel and manipulative than Sid. Sid was violent but Lotso was mean. And now, when Professor Z orders the murder of the American Spy Car, "Kill Him" it seemed gratuitous and out of character for Pixar, There is a reason that The Incredibles was PG. Cars 2 was just as violent and deserves the same rating.
Sorry so long,
ceburto2