In 1963,
Ford Motor Company vice president
Lee Iacocca proposes to
Henry Ford II to boost their car sales by purchasing
Ferrari, dominant in the
24 Hours of Le Mans. Owner
Enzo Ferrari uses Ford's offer to secure a deal with
Fiat that allows him to retain ownership of the firm's racing team,
Scuderia Ferrari, and insults Ford and his whole company. This leads Ford into ordering his racing division to build a car to compete against Ferrari at Le Mans and Iacocca hiring
Shelby American owner
Carroll Shelby, a retired driver who won
Le Mans in 1959. Shelby enlists his friend
Ken Miles, a hot-tempered English racing driver and mechanical engineer. Shelby and Miles develop the UK-built
Ford GT40 Mk I prototype at
Los Angeles International Airport while the latter gives advice on how to enhance the car's performance. At the launch of the new
Ford Mustang, Miles gives a witheringly rude appraisal of it to Ford senior vice president Leo Beebe. Beebe campaigns against sending Miles to the
upcoming race at Le Mans as a public relations liability. Shelby reluctantly excludes Miles and sends
Phil Hill and
Bruce McLaren to Le Mans; none of the Fords finish. Miles, who is listening on radio, realizes that he was right on all the car's flaws. When Ford demands why he should not sack Shelby, Shelby explains that despite the GT40's reliability problems, it instilled fear in Enzo Ferrari by reaching 218 mph (350.8
km/h) on the
Mulsanne Straight before breaking down. He says a race car cannot be designed by committee. Ford tells him to continue the project and report directly to him. During testing of the
GT40 Mk II, the recurrent problem of
brake fade causes a crash and fire, which Miles survives. The team realizes the rules permit replacing the whole brake assembly during the race. In 1966, Beebe takes over the racing division. When he and Ford arrive to inspect the program, Shelby locks Beebe in his office and gives Ford a ride in the GT40. Shelby makes an agreement with Ford: if Miles wins the
24 Hours of Daytona, then he will race at Le Mans. If not, Ford will take full ownership of Shelby American. At
Daytona International Speedway, Beebe enters a second GT40 supported by a
NASCAR team with quicker pit stops. However, Shelby clears Miles to push his car beyond the 7,000
RPM redline, and he wins. At the
next race at Le Mans, Miles struggles with a faulty door during the first lap. The pit crew fixes it, and Miles sets lap records, catching the Ferraris. The GT40 suffers brake fade while dicing with the prototype
330 P3 Ferrari of
Lorenzo Bandini, so Miles limps into the pits for replacement of the entire braking system. Ferrari protests, but Shelby assures race officials it is legal. Miles and Bandini duel on the Mulsanne Straight until the Ferrari breaks down, putting Bandini out of the race. With Fords in the top three positions, Beebe orders Shelby to have Miles slow down for the other Fords to catch him and give the press a three-car
photo finish. Shelby tells Miles what Beebe wants but says it is Miles's call. Miles initially continues to set new lap records but decides to comply on the final lap. McLaren is declared the winner as, having started behind Miles, his car traveled farther overall. Miles is placed second. Shelby accuses Beebe of deliberately costing Miles the win, but an unusually sanguine Miles lets it pass, saying to Shelby, "You promised me the drive, not the win." From his vantage point, Enzo Ferrari tips his hat to Miles on the track. As they walk off together, Shelby tells Miles they will win Le Mans next time. Two months later, Miles is killed in a crash while testing the
J-car at
Riverside International Raceway. Six months later, Shelby parks outside Miles's widow Mollie's house and hesitates. Miles's son Peter arrives, and the two talk about Miles. Shelby gives Peter a wrench that Miles once threw at him in anger. A textual epilogue reveals that Ford continued its Le Mans winning streak in
1967,
1968, and
1969, and Miles was posthumously inducted into the
Motorsports Hall of Fame of America in 2001. == Cast ==