Doc watched as Lightning raced around Willy's Butte.

He noticed that the racer wasn't going as fast as he often did, and he didn't seem like he was paying much attention.

He frowned when he saw a pained expression on the race car's face as he skidded abruptly to a stop a few feet from him.

"Was that good enough for today?" Lightning asked in a sad tone, keeping his eyes on the ground.

Doc noticed he was distressed and drove closer to Lightning.

"Is something wrong, kid? You seemed distracted out there."

Lightning kept his gaze down and said nothing.

"Lightning?"

Lightning looked up at Doc when he heard his name. He only looked up because Doc usually didn't call him by his name.

Lightning sighed. "I'm fine," he mumbled looking back down.

Doc gave him a questioning look.

"Rookie, you know I don't like it when you lie to me," he said.

Lightning felt tears welling up in his eyes.

He tried to blink them away, but some tears had already started rolling down his hood.

Doc grew more concerned when he saw the tears and he moved a little closer.

"Kid, I know something is bugging you."

Lightning just stared at the ground as more tears slid down his hood.

Doc was growing more concerned and worried by the second as Lightning said nothing and continued staring at the ground.

Lightning sniffled as he closed his eyes and shook his head slowly.

Doc gently nudged Lightning. "Just remember you can talk to me, Lightning."

More tears slid down Lightning's hood as he leaned against Doc.

"Let's get back." Doc led Lightning back into town as Lightning stayed pressed against his side.

There were dark clouds in the sky as thunder boomed and lightning flashed.

Doc looked at Lightning as he led him to the clinic.

"You stay at the clinic for tonight. I don't want you out in this storm."

He also wanted to make sure the rookie was alright.

Lightning nodded as they went inside the clinic.

Lightning was still pressed against Doc and closed his eyes.

Doc left Lightning to move some tools out of the way that were scattered on the floor.

Lightning snapped his eyes open when he felt Doc leave his side and rushed over to his side again.

Doc felt Lightning press against him and smiled softly at him.

He noticed how clingy Lightning was with him and how panicked he was when he wasn't with him.

"You want me to stay with you, kid?"

Lightning's eyes brightened and he nodded quickly.

Doc smiled when he saw Lightning happy.

"How about we let you get some sleep?"

Lightning gave a small nod and nuzzled against Doc.

"Thanks, Doc," he said quietly, looking at Doc.

Doc nudged Lightning softly in response.

Lightning closed his eyes and soon fell asleep.

Doc looked at Lightning as he wondered what had upset him earlier. He was determined to find out.

This is my first Cars story. I appreciate all reviews.