It happened so fast. Almost in a blur, young Lightning McQueen had been forced to watch his mentor - his father figure - take his very last turn.

It had happened at a charity race in the small town of Motorton, and both an enthusiastic Lightning McQueen and his mentor, the Fabulous Hudson Hornet, took their spots in the race. McQueen had been excited to join, but no one was more happy than Doc, who was glad for a chance to actually race for the first time in 50 years.

The racers tore off down the track, just as every one of Lightning's races usually started. Around the 5th lap, the two legends had both taken the lead, a crimson bullet shooting off down the track, followed by a deep blue one.

The pair almost forgot the other racers, as they sped off down the track, bumper to bumper. Doc would sometimes take the lead for a bit, and Lightning would take it back, sending one of his "Old Grampa" jokes towards the older car.

Then it started. Doc's engine started overheating, his tires loosened against the pavement, and his breaths came out sharp and shaky. Lightning noticed this, and asked his mentor if he was alright.

Of course, Doc shrugged it off, racing with as much determination and power as he had started with. The world had been wrong about him. He had a lot still in him, and if this was his last chance, he was gonna prove the world wrong. That the Fabulous Hudson Hornet wasn't done for good.

After the 40th lap, Doc's engine got worse. It clanked against his hood, and his frame often scraped against the track. He pushed himself farther, farther, even farther until...

It happened in a blur. Lightning McQueen's eyes instantly turned from the finish line to the blue car beside him as Doc smashed into a wall, flying through the air in front of him.

McQueen hit the breaks instantly, but he was going too fast. His frame quickly rammed into Doc's, and the two racers crashed into a pile of scrap and crushed metal.

Ambulances and medic cars appeared quickly onto the scene, transporting the young Lightning McQueen and his mentor to the hospital.

Sally was the first to show up, rushing to Lightning's side in the hospital room. She often went into Doc's room to check on him, but then came back to Lightning's. After that, she refused to leave his side until he finally opened his eyes. Mater showed as well, and the rest of the gang joined as well.

Red of course started bawling, and Luigi and Guido panicked in Italian at the two racers' condition. Both had sustained major injuries, but the one who took the most beating...was Doc.

When Lightning finally opened his eyes, he observed his surroundings, noticing Sally asleep at his side, an empty oil can placed next to her left tire. She woke up when he nudged the side of her frame, and her eyes glistened to see him awake for the first time in days.

But then came the bad news.

She told Lightning that Doc didn't have much longer to live. The old car had taken too much damage, and there was nothing they could do. Sally and a few nurses helped roll the hotshot red racecar into Doc's room, and Lightning couldn't help but cringe at the sight.

There was his mentor, one side of his frame almost crushed, and his eyes half opened. He was slightly wheezing, and this broke Lightning's heart.

He couldn't cry. He couldn't yell. He couldn't even breathe.

This was Doc Hudson, the Fabulous Hudson Hornet...on his death bed.

Then his voice. That's what made Lightning's frame shake, and his lip quiver.

"Hey, kid..." Doc's gravely voice was coated with weakness and dryness. He sounded so frail, so fragile... "Did we win?" Doc lightly joked, coughing at the end.

"I don't know Doc..." Lightning spoke softly.

"What don't you know?" The older car asked gruffly. "That oughta be my best performance yet, I'll bet."

"No, I mean...I don't know how to tell you-"

"I already know, kid," Doc spoke calmly. "I knew it would happen one of these days. When my engine would finally stop running. I already have long overboard mileage, that's for sure."

"Don't say that, Doc..." Lightning softly whispered, parking beside his friend, and the other cars in the room left.

"Enough about me," Doc muttered. "Tell me kid. What do you wanna do after all this is over? After you hang up your Lightyears? Better not go all Chick Hicks interviewer on me." He chuckled. "That racer has more than one screw loose..."

"I don't know, really. All I've known is racing, really. I don't know, maybe start a family with someone, I don't know..."

"Sally." Doc answered for the young racecar. He smirked weakly. "You got a good girl there, you know that?"

"Yeah," Lightning agreed. "She's quite something..." He smiled at the thought of his girlfriend.

"Talk to me, kid. Tell me about Sally. What do you like about her?" Doc realized he was running out of time, and so did Lightning.

Lightning shook his frame violently, tears threatening to fall. "Doc, you can't die..."

"Kid...Lightning..."

McQueen's eyes widened. He had never called him by his real name. "Doc..."

"Kid...promise me...promise me this..."

"Yes, Doc! Anything!" Lightning exclaimed frantically, tears visable in his eyes.

"Promise me...you'll marry that girl...promise me...that you'll keep racing..."

"Yes! Yes! I will! Doc, I'll do it all...I'll win as many races as I can, I'll train every morning, I'll be just like you! I'll make you proud of me!" By now Lightning was drowning in his own tears.

"You already have..."

And then it was done.

With a final breath, Doc's body relaxed, and he died peacefully, leaving his body as a shell. McQueen cried for hours, over the death of Doc Hudson. His mentor, his coach, his hero...his friend...

Wow. I literally cried while writing this, I hope you guys enjoyed my first attempt at a one-shot. I always wondered how Doc really died, and so I made this. Yeah, maybe a bit too mature for the Cars franchise, but it was fun to write all the same.

Until the next story,

EB