Hello, everybody! I wanted to explore Louise's backstory a little bit more, because I just thought she was an intriguing character who had an interesting past with Doc and I wanted to delve into that a little bit, so I came up with this story, in which Lightning tries to make her feel better when she sees him and gets a little lonely when the sight of him reminds her of Doc. It takes place during the third movie, when Lightning and Cruz are training with Smokey in the forest. I hope you enjoy it!

It was just another hot, dusty day at the Fireball beach, as usual. The stands were packed, filled with racing fans everywhere, all of them there to watch the latest Piston Cup Race of the season.

The race itself was about to begin.

Louise 'Barnstormer' Nash was at the head of the starting line, alongside her friends and fellow racing rivals River Scott, Junior 'Midnight' Moon, and Doc Hudson. She listened to the steady hum of their engines, which drowned out the crowd, soothed by the sound. The three of them were waiting, with everybody else, for the grand marshal to start the race.

Louise glanced over at Doc and grinned.

"Prepare to eat my dust, old man," she said, with a sly wink, just to let him know she was just messing around with him.

Doc seemed to take the hint, and wasn't in the least bit offended. "Be ready to choke on my exhaust fumes, rookie," he said, always ready with a smart comeback of his own.

The friendly banter between her and Doc was a favorite pastime between the two old comrades. The couple had been friends for a long time. Louise had even pursued a romantic relationship with him once but hadn't had much success with her endeavors. Doc was more interested in elevating his career than he was settling down, or so he had said, and the two of them had decided to remain friends. Louise was fine with that, but she had been hoping for something a little more.

"Ladies and gentleman, start your engines!" the grand marshal's voice announced over the intercom at last, and they were off, spinning up sand everywhere.

The race had got off to a good start. Doc was in the lead, but Louise was catching up to him fast, already speeding past River and Junior.

Everything was going great. Nothing seemed like it could go wrong, but when it did, it went wrong, and it went wrong fast.

Louise didn't know what was happening, at first.

She didn't know what had caused it, or how it had happened, but the next thing she knew, she felt as if she was watching her worst nightmare play out.

She had just happened to glance out of the corner of her windshield, to the other side of the track, when she saw Doc hit a wall. Then, he rolled and rolled across the track, never seeming to stop, until, at last, he came to a less-than-graceful, messy halt further down the track.

He was in bad shape when Louise, River, Junior, and Smokey, coming out of the pits, drove up to him. She could see smoke coming out from beneath his flatten tires, which had sunk low to the ground, causing his crushed frame to collapse around his wheels. His eyes were half-closed, filled with pain, as he struggled to rise several times and failed on each attempt.

"Doc, are you going to be okay?" Louise asked, her vision blurred by tears. "Doc?"

She was heartbroken when she didn't get an answer.

Lightning looked up at the sky, taking a breath of the warm, but pleasant night air.

He, along with his trainer, Cruz Ramirez, was parked in the middle of a clearing deep within a vast, lush forest in Thomasville, Georgia, amidst four of the greatest Piston Cup racers ever known, River Scott, Junior 'Midnight' Moon, Louise Nash, and also, perhaps one of the best pit crew chiefs who ever lived, Smokey.

They had been training hard all night, and had stopped to rest. The moon hung high above them, shinning down on their hoods, and illuminating the leafy forest floor beneath their tires.

"It's feels great out here," Lightning said, turning around to face Smokey. "It feels nice to be able to get out of that stuffy old training center."

Smokey chuckled. "I know what you mean, kid," he said, his gruff voice reminding him so much of Doc's it hurt.

It was then, looking past Smokey, he just happened to catch Louise driving off away from the group.

"Wait here, I'll be back," Lightning said, with a regretful look back at Smokey.

Smokey looked from Lightning to the departing Louise, then back to Lightning again. "Sure, go on ahead, kid," he said, a look of concern flickering across his rusty, weather-beaten grill. "There's been something bothering her for the past couple of days." He furrowed his eyelids, staring off into the direction Louise had just gone. "I would like to find out what's eating her."

"Yeah, me too," Lightning said, and ventured deeper into the forest, pursing Louise as fast as he could, which wasn't fast at all, given how much his sore, aching tires were killing him.

"What's wrong?" Lightning asked, once he had caught up to her, concerned more for her well-being than he was his own at the moment, somehow able to ignore the pain he was in.

Louise sighed. "Nothing, it's just that…when I saw you, it all came rushing back," she said, closing her eyes.

"What do you mean?" Lightning asked, not having even the slightest idea of what she could be talking about.

When Louise opened her eyes again, they were wet and glistening. "Doc's crash," she said, her voice cracking. "We were all there, when it happened, you know, and seeing you again…after you just had yours and knowing how much you meant to Doc…" She trailed off for a moment, pausing to catch her breath. "It kind of hurt, to tell you the truth."

"I'm sorry," Lightning said, with a shake of his hood. "I didn't mean to cause you any pain by being here. I just came to find Smokey. I'll leave as soon as I feel as if I have gotten enough training."

"No," Louise said, her voice firm. "It wasn't you're fault. It was mine, for being so stuck in the past I didn't recognize a good friend when I saw one. You did nothing wrong."

Lightning smiled at her. "You should really come to Radiator Springs and meet Sally sometime," he said, gentleness in his voice. "I think you and her would have a lot to talk about"

"Oh?" Louise asked, wearing a puzzled expression. "What do you mean?"

"I mean, you and her have kind of been through the same thing," Lightning said. "You've both seen someone you love go through a terrible crash. I think you and her would have a lot to talk about."

"Oh, I see what you mean," Louise said, smiling back at him. "Yes, I think I would like to go meet Sally someday."

"You want to go back to the others now?" Lightning asked, rolling his tire in the direction he had came.

"Yeah, that would be great," Louise said, following him back to the clearing.

"Everything all right, Louise?" Smokey asked, when they had returned back to the group.

"Yeah, I'm all right," Louise said, giving him a smile. "Lightning just had to talk some sense into me, is all."

"That's good to hear," Smokey said, beaming back at her.

Everything returned to normal, and the five of them went back to enjoying each other's company, talking almost into the early hours of the dawn.

The End