The air is heavy with the feeling of wrongness. Or maybe it's the promise of oncoming rain, dark clouds rolling out in the sky to the west of town.

Doc doesn't pay mind to it. He's old—he's seen enough thunderstorms in his life. They don't phase him.

He pays no mind to it—until Lightning does.

Doc insists they squeeze in an hour, maybe two, of practice before the rain comes. The kid skeptically eyes the dark clouds for a minuet, then seems to decide everything's okay and follows his mentor out to the butte.

Everything seems fine. They do a few scrimmage races, then Doc perches himself on the rise near the starting line of the track, telling Lightning to do a few solo laps.

By the 10th lap, Lightning's already hit his top speed, making a triumphant turn around the first curve and holds himself steady through the jumps in the straightway, but as he enters turn 3, a flash of white in the dark clouds to the west—the clouds he'd since then forgotten about—catches his eye, and his drift turns in to him doing a spin out while he slams the brakes.

When the dust settles around him, he's staring at the sky. At those clouds, and the faint glow of lightning between them.

The way he stands there, entranced, unmoving, puts Doc off. But he figures maybe the kid's dreading the rain. He hates water, after all. Lightning makes no intention to move, so Doc makes no intention to continue the practice.

He calls out to Lightning, telling him it's over, and only then does the kid move.

They stop by Flo's when they reach town. Everyone's there, getting one last good meal in before the storm hits.

Lightning sips at his tin of oil quietly, watching the dark clouds. It's almost as if he's afraid that if he takes his eyes off of them, even for a second, they'll suddenly be over him.

They day progresses, the storm hits town, and Doc still thinks nothing of it. It's just rain and a little light show. Nothing he hasn't seen before.

It rains for hours. Everyone huddles inside their homes to wait to storm out, except for Sally, who's gotten caught up in the wheel well with some visitors, and doesn't want to drive in the pouring rain, and Sheriff, who's been out on patrol to make sure no one got caught up in the rain and needed help.

The thunder rattles so loudly, Doc can feel the vibrations in his engine, and the bouts of wind causes the doors of his garage to sway and clack against each other. Still, it doesn't bother him.

Not when the thunder rumbles and shakes him to his core, not when the lightning flashes in the sky, not when the wind bellows, and not even when the doors of his garage are pushed open by Sheriff, who drops by to keep Doc company and to get out of the rain for a bit. Only when Sheriff trades his usual greeting in favor of asking "Any reason why your boy's been standing in the middle of the street out in the freezing cold rain for two hours?" does Doc think something of it.

"What do you mean?" Doc prompts, giving his old friend a questioning look. Sheriff's response is a worried look toward the doors.

Lightning sits directly in the center of the town intersection. He's pressed so low to the ground, you probably couldn't slip a piece of paper underneath him, and his eyes are trained on the sky above.

Despite the name and the eternal compliment that comes with being a racecar named "Lightning", Lightning McQueen does not actually like lightning. Whether it be in the middle of a heavy storm, or out in the distant clouds of the far end of the desert, too far away to make a sound. To him, it's eerie the way it just appears, fast and unruly and dangerous and lights everything up for half a second.

He can't see why other cars find beauty in it.

It's not beautiful to him. Lightning in the sky means loud thunder, and canceled races. It means dark clouds and possibly rain, and blockage of the night time moon, or the golden sun.

And the dreaded the possibility of a wildfire.

If anything, it's more terrifying than beautiful. It's fast, as if it's some kind of beast darting across the sky, wanting to stay hiding in the shadows of the clouds, but also wanting to make it's presence known. The loud, monsterous sound it makes shakes the ground rattles every last bolt in Lightning's body, making him feel uneasy. Yet he can't bring himself to take his eyes off of it.

Look at me, it says. Look at me. Feel me. Fear me.

And Lightning thinks he does.

So he watches, eyes trained on the gray clouds in the darkening sky above, and sinks himself lowly against the ground. He lets the thunder rattle his bolts, and he lets the wind push freezing rain against him until he's unsure if he's trembling because of the thunder, or because he's cold.

And that's how Doc finds him. Low, trembling, and in a trance, staring at his namesake with a look in his eye that Doc's not sure how to read.

"What are you doing, kid? Sheriff told me you were just sitting out here...You know it's cold and raining, yes?"

Lightning doesn't answer any of his questions, but his eyes are drawn to Doc for a moment. As soon as another flash of light appears in the sky, though, he looks back to the clouds.

"I don't know what's gotten in to you, Hot Rod. You've been acting kind of weird as of late." He pulls a smooth circle around Lightning, expression hard, yet satisfied when the younger car moves. Slowly, he herds Lightning in the direction of his garage, as if he were herding one of the mellow field-tractors out in the pasture. The quicker they both get out of the rain, the better.

The three of them sit in Doc's garage to wait out the storm. There's more than enough room, now that Doc's actually bothered clean the place up.

Sheriff and Doc make an attempt to outwit each other in a game of chess, tuning out the sound of the garage doors all but banging every time a strong gust of wind blows by.

Lightning paces in circles like an anxiety-ridden fox, crawling forth on each individual tire as opposed to rolling. The banging of the garage doors unsettles, him. Every flash of light in the sky makes him uneasy.

"Maybe we should take shelter in the museum," Doc suggests once their game of chess is over. At least the museum has real doors. Ones that won't slam in the wind. He thinks it might make Lightning feel less anxious. The way the kid's pacing around and noisily expressing his discomfort through a growling engine is making Doc anxious as well.

"I actually should probably get to patrolling the area one more time, or at least head up to the Wheel Well to make sure they're good to go if we lose power." Is the sheriff's decline.

"Sally can handle that," Doc gives a disapproving shake of his hood. "Don't go up there in the rain. Wait for it to die down, stick around here. We'll be in the museum if you need us."

The Hudson Hornet rolls out of his garage and braces himself for the cold, harsh rain. Lightning cautiously follows after him, shivering the entire way.

"Thunderstorms give me anxiety," Lightning mumbles when they roll in to the dark museum, shaking water off of himself. Doc switches the display lights on instead of the main lights. It gives the building a soft warm glow. Just enough light for them to see, but not enough to keep them awake should they decide to sleep.

"Afraid of a little thunder?"

"I'm not afraid of the thunder. I just don't like it," replies Lightning, going to the windows to peer outside. "It's...loud. And irritating." The loud ringing in his sound receptors, the deep vibrations he felt in his engine—the sensory overload was downright frustrating.

Every time a flash of light flickered in the sky, the red race car flinched, backing away for a second before returning to the window.

"If it makes you anxious, then get your grill outta the damn window, kid," Doc advises from the far side of the room, where he's dozing off already.

A particularly bright and longer than usual flash of lightning cracks through the sky, touches down not to far from the town, and causes Lightning to jump back so hard the flaps on his roof shoot up like the ears of a startled dog. This time he doesn't return to the window.

"I hate lightning," the kid mumbles quietly, which causes Doc to raise a lid in confusion.

"But that's your name—"

"I know! I know."

The anxiety-ridden racer rises up slightly, tucking each of his tires beneath him before sinking down as low as he can. Suddenly, Doc's not concerned with sleeping anymore.

He's only seen Lightning do that twice since he met the kid, and both times, Lightning was absolutely terrified. He knows the kid's fear goes deeper then 'being irritated by thunder.'

"Hey, kid…it's not that bad," Doc offers.

Lightning's quiet for a minute, though it feels like ages. Doc guesses he's musing over the oh-so-tragic backstory in his mind.

"A few years back, I lived in LA with Harv for a year," Lightning starts, glancing at the window again. "I'm from Miami, so I'm used to rain and storms. It rained all the time, but in LA...it hardly rained. And everything was so dry..."

Doc says nothing, allowing Lightning to take his time speaking.

"One time, there was a storm. We lived up in Hollywood Hills, in Harv's stupidly large house that overlooked everything. We were close to the clouds and the lightning, and Harv told me that it was just rain and nothing to worry about. But LA is a desert, the brush and trees and everything on that mountain side was pretty much dried brush...the lightning was starting spot fires that grew so fast, even the rain wasn't strong enough to stop it. It seemed like all of a sudden, everything was up in flames. They're was smoke everywhere. I told Harv maybe we should leave, but he insisted we were fine...until they issued an evacuation. We left, but there was so much smoke, it hurt to breathe. By the time we got outside, those fire was practically at the side of the road, you could feel the heat in the air around you...Being a big piece of metal and conducting heat...it felt like I was burning up even though the fire wasn't touching me. Ever since then, the sight of lightning in the sky makes me uneasy. It has nothing to do with my name."

"With the way it's pouring out there, fire would be the lease of our worries. Maybe a power outage or some fallen trees up on the mountain blocking the road, but as soon as the rain stops, Red and Sheriff will be out there making sure everyone's alright." Doc assures, settling low and closing his eyes in preparation for sleep. "Get some shut eye. As soon as it's dry enough, we're going back to the butte to make up for the time we missed today."

He feels the red racecar pull up beside him, so close that he can feel the heat wafting from the pipes on Lightning's side. The last thing he hears is the soft 'tink' of Lightning's bumper tapping the ground as he tucks his tires underneath him again and settles down beside his mentor to wait out the rest of the storm, before he falls in to a deep sleep.

He doesn't even hear Sheriff enter, or the greeting the officer and the racer exchange before they, too, grow exhausted and succumb to sleep.