Chapter 2

A strong wind kicked up a tawny mist of dust throught Radiator Springs, covering every surface in a gritty crust. Cars hunched low on their suspensions as they plowed through the wind-whipped fog, squinting to see, windshield wipers frantically working to clear their vision. Every now and again the wind would toss larger debris at an unlucky vehicle, such as garbage or the occasional tumbleweed, and more than one car had finally pulled over to the side of the road and refused to go any further until the windstorm calmed down.

Despite the weather, however, it was business as usual for the residents of the town, for not every vehicle was opting to wait out the storm, and there were still customers to deal with. They sold goods, filled gas tanks, changed tires, booked guests, and touched up paint jobs as if it were an ordinary day, albeit with an eye on the elements as they worked. A few residents were even busier than usual, in fact -- Mater had to haul several cars to Doc's clinic when they were blown off the road by a powerful gust or, in one embarassing case, a young drift racer had crashed when a windblown newspaper had hit him flat in the windshield and obscured his vision.

Sally, for her part, was just finishing up with a family of Toyotas who dragged themselves into town and requested a room for the night. They were lucky -- there was only one "cone" left open at the motel, and that one was vacant only because a business car was forced to cancel his reservation just minutes before. She sighed as the family hurried off to settle in for the night. On the one tire, no vacancies meant business was good, but on the other tire, she hated having to turn down travelers who wanted to experience the novelty of the Cozy Cone, or were just desperate for a place to park for the night. Normally she would be able to direct them to the Wheel Well hotel, but tonight they were completely full as well.

The phone rang, and she braced herself and answered it. "Cozy Cone Motel, proudly serving Radiator Springs since 1953, this is Sally speaking. How may I help you today?"

"Afternoon, sweetheart of the greatest racing champ of all time!"

Sally groaned inwardly. "Hi, Harv."

"I've gotta tell you, hun, you're the luckiest car on the planet," Harv went on in his usual smarmy, too-cheery voice. "You know how many chicks out there would give their rear axles to say they're engaged to Lightning McQueen? Hey, where's the champ, by the way, I need to talk business with him."

"I'll go get him," Sally replied, putting him on hold before poking her front bumper out the door. Squinting through the wind-blown haze, she could just make out the scarlet form of the racer creeping down the street. She wondered about that, for Lightning was never one to take things slowly. Then she saw that he was pushing an exhausted-looking brown Crown Victoria gently toward Doc's clinic. No doubt there'd been a breakdown and Mater had been busy elsewhere.

"Stickers, Harv's on the phone!" she shouted over the wind.

"One minute!" he yelled back, giving the Crown Vic one last push through the doors of the clinic. Once he was sure Doc had the situation in hand, he turned and made his way back to the motel lobby.

"Someone's been taking a dust bath," Sally teased as Lightning drove inside, shaking dirt from his tires.

"More like a dust sauna," Lightning chuckled. "Did Harv say what it was about?"

"Talking business, he said."

"He better not be calling to harp on the movie deal," Lightning grumbled, pulling forward to take the call. Twice now Harv had tried to push him into giving the go-ahead for a film based on his life, and twice Lightning had declined. Not because he didn't WANT the movie -- he once confessed to Sally that the thought of having an autobiographical film was actually pretty cool -- but because, inevitably, the Battle at Dinoco would come up, and Lightning had no idea how that could be translated to film without either confusing the heck out of audiences or blowing the Autobots' cover.

Sally let Lightning take the call and turned back to the door to take another look at the storm, only to spot another car in the doorway. A sleek Corvette with brand-new chrome rims, underneath his coat of dust he appeared to be a deep blue with scarlet flames, obviously courtesy of Ramone at some point. He flashed Sally a charming smile as he edged into the lobby, letting the door swing shut behind him.

"I'm sorry, sir, we're full for the night," she said by way of apology.

"That's quite all right," the Corvette replied in a smooth, cosmopolitan sort of voice. "I have reservations at the Wheel Well. I'm just here to check on Lightning."

Sally frowned. "And you are..." she prompted, hoping against hope this wasn't the movie producer come to harass them in person.

"Oh, forgive my poor manners!" he exclaimed, dismayed. "I'm usually so good about introducing myself right away. The name is Tracks. Autobot Tracks."

"Oh!" Sally realized, just as dismayed as Tracks at the moment. She, of all vehicles, should have been able to recognize an Autobot, even one as unfortunately grimy as this one. "I'm sorry, I didn't recognize you as an Autobot! Its... kind of hard to see your symbol with all the dirt..."

"It's quite all right," Tracks replied, giving his chassis a vigorous shake that send clouds of dust flying in all directions. "Once the storm calms down I'll rectify the situation. Do you have a car wash installed yet?"

"No, but Red can give you a good rinsing," Sally told him. "Flo's trying to get one set up, but she's had some problems getting a building permit."

"Bother." He shook himself again, then looked down at the floor with an apologetic expression. "Um... do you happen to have a broom or..."

"I'll take care of it," she assured him, extending a tire. "Sally Carrera."

"A pleasure," he replied, tapping her tire with his own. "How is your fiance doing?"

"Once he's off the phone, you can ask him yourself. City-boy's pretty popular these days."

"Deservedly so, I imagine..."

Lightning's angry voice cut off any further conversation. "No, Harv, for the last time, quit bothering me about that!"

Sally turned with an inquiring expression. Lightning didn't seem to notice, however.

"There's nothing in the contract stating that! Yes, I checked. There's nothing saying you get to decide when and where the press can barge in on my life. You're my agent, not the dictator of my life... I told you already! I don't want a bunch of journalists invading the wedding! I don't care if it's publicity, this is a special time and... No, my fans don't have to share ALL my special moments... Yes, I like the attention, but I also like my privacy every so often!"

"Oh dear," Tracks noted. "Doesn't sound pleasant."

"You should talk," groaned Sally. The thought of Harv siccing a pack of reporters on their wedding ceremony was enough to make her fuel tank churn. Sure, Radiator Springs could probably use the attention, but still, she would prefer it if the town received that attention on a day other than the most important day of her life. At least Lightning, normally an attention hog, seemed to share that opinion.

"I'm putting my tire down, Harv," Lightning insisted. "No news crews at the wedding. No reporters, no film crews -- I don't even want to see a camera there. Of COURSE I'm serious! Yes, I'm feeling well, I just got a tune-up... No, we can't talk about the movie deal right now, I've got a wedding to plan for. Call me back in month, after the honeymoon, all right? I'm sure the studio can wait until then. 'Bye." He disconnected the call with a weary sigh.

"Surprised you still keep him around, Stickers," Sally noted.

"Well, the contract says I'm obligated to hang onto him for another six months," Lightning sighed. "Then I can look for someone else and hope that not all agents are self-centered jerks."

Tracks snickered.

"What's so funny?" Lightning demanded, glaring at the Corvette.

"Oh, nothing," Tracks replied lightly. "It's just that Prime told me about a certain racer who used to be the same way."

Lightning rolled his eyes. "Of all the cars Prime had to be friends with, he chose Doc. Why?"

Tracks chuckled. "How are you faring, Lightning? Prime sent me to check on you and to deliver a guest list for the wedding."

"Well, if we forget about Harv being on my case, I'm all right," Lightning replied. "Who's on the guest list?"

Tracks peered outside, checking for anyone who might be looking through the windows, and Sally took the hint and went about closing the blinds. Once they had some privacy, the Corvette gave himself a final shake and, with a mechanical grinding and whirring, transformed, assuming the form of a blue robot with a bright scarlet face and white helm. Lightning and Sally couldn't help but watch in amazement -- no matter how many times their Autobot friends switched forms in front of them, it still boggled them that something so huge and alien could emerge from an ordinary vehicle form.

Once in robot mode, Tracks flexed his joints and let sand trickle from gaps in his plating. Then he pulled a datapad out of subspace and showed it to Lightning.

Lightning gave a low whistle. "I didn't know you even had this many soldiers at your base."

"Prime recently called for a few more recruits," Tracks replied. "Megatron has been far too quiet lately, and he suspects the old Slagmaker is up to no good."

"Is he ever up to any good?" asked Sally, taking a peek at the list -- quite a formidable one, it looked like.

"Well, I did say that anyone who wants to come is welcome," Lightning told him. "Though I don't think Doc's going to be happy that the Dinobots want to come."

"Grimlock would just hate to be left out, you know," Tracks pointed out. "Wheeljack assures us he can keep him under control, though."

"Under control?" asked Sally wryly. "Seems to me he did just fine last time. The DRH haven't bothered us since the Dinobots terrorized them."

"All the same, we promise to keep the damage to a minimum while we're here," Tracks replied. Giving a dignified bow, he folded up on himself until he was back in his Corvette mode. "And I apologize for leaving so soon, but I was assigned sentry duty and must get back outside." He gave a shudder at the thought. "Hopefully this storm eases soon..."

The doors burst open, admitting a whirlwind of dust and rusty metal that nearly ran poor Tracks over. With a whoop the intruder skidded to a halt in the middle of the lobby, shook himself vigorously, and struck a pose. "Ta-da! Champion backwards driver does it again!"

"Mater!" Lightning exclaimed. "Watch it next time. You nearly sideswiped an Autobot."

"Oh, it's quite all right," Tracks said in a long-suffering tone, opening a door to better examine it for any possible scratches. "I suppose I should be used to it and all..."

"Yer one of our 'Bot friends?" Mater asked. "Shoot, that's great! That makes us best buds, right?" He pulled up next to the Corvette and gave him a good-natured bump that knocked him over a couple of feet. "What's yer name?"

"Autobot Tracks," Tracks groaned. "And you just left a rust streak on my fender!"

"I can clean it off!" Mater offered, and he gave a hacking snort.

"No!" Tracks protested, backing away. "Honestly, I'll be just fine."

"Mater, why don't you help me clean out the back room?" Sally requested. "I want to get this place in order before the wedding."

"Sure thing, Miss Sally... or should I say Soon-to-be-Mrs. McQueen? Oh, by th' way, Tracks, tell yer Auto-buddies yer all invited to Lighnin's bachelor party t'morrow night, a'right?"

"Bachelor party?" inquired Sally, looking coolly at Lightning. "This is the first I've heard about it..."

If Lighning weren't already red he would have been blushing furiously. "We're going to keep it low-key, Sally... just drive on over to Flagstaff and maybe visit a couple of bars..."

"Can we visit one of them Carrie Okay bars, Lightnin'?" asked Mater. "Always wanted to try it. Not much of a singer, but I can whistle a tune real good..."

"That's karaoke, Mater," Tracks said with a roll of his eyes.

"Sure, why not?" Lightning replied, then gave a sheepish laugh when Sally shot him a glare. "If... if Sally's okay with it."

"I suppose..." she said reluctantly. "But behave yourself. If I find you stopped by a top-down convertible bar or if I have to bail you out of impound..."

"Don't worry, we'll keep it toned down," he assured her. "Hey, looks like the wind's dying down. I'm going to run out and see if Sherrif or Doc need my help."

"Wait up!" Mater told him. "I'll go with ya."

"I might as well accompany you on my way to my post," Tracks added. "Pleasure to meet you, Miss Carrera."

"No problem, Tracks. See you later Stickers, Mater."

"Later Mater," repeated Mater with a giggle. "That's funny..."

Tracks groaned and rolled his eyes. "It's going to be a LONG shift..."


"I don't see anything threatening about it."

Hot Rod gave Springer a sidelong glance and a smirk. "There's a lot you don't know about this planet yet, Springer. I wouldn't be so quick to judge."

"It doesn't even look intelligent," Springer retorted, staring through the fence at the orange combine. "All it does is sleep and thresh and exhaust and make animal sounds..."

"You want to find out firsthand just how nasty Frank can be, be my guest," Hot Rod teased. "Or ask the twins. They nearly got their rear bumpers torn off by him."

"I'll believe it when I see it," Springer retorted.

"Cool it, Springer, you don't have to act like a bigshot all the time," Arcee advised.

The three Autobots had arrived in Radiator Springs yesterday on the tail end of the storm, just in time to get settled in for the night. Now, while the residents set to sweeping driveways and hosing off storefronts, and a very filthy Tracks crept out of hiding for a much-longed-for wash, Hot Rod escorted his friends through the town and showed them around. So far they had been politely interested but not terribly thrilled, and Hot Rod couldn't exactly blame them -- this tiny, relatively lazy settlement couldn't compare to the hurried pace and high-tech glitter of Cybertron. Still, he had hoped they would at least get to know some of his friends here and appreciate this town's charm and easygoing manner.

Springer continued his staredown with Frank, who watched the green triple-changer warily from his resting spot beneath a dusty locust tree. A few tractors milled about, lowing softly or chewing mindlessly, and once in awhile Frank would warn one away from the fence with a low huff of his engines.

"It is pretty peaceful here," Arcee finally admitted. "I can see why Prime likes it here so much."

"That and the company's not bad," Hot Rod replied.

"This town's full of lunatics," Springer complained. "Sarge is worse than Kup, Filmore MUST be Beachcomber's long-lost clone, and Mater... just... Mater." He sighed and thumped a tire against the fence, making Frank snarl warningly.

"Give 'em a chance, Springer," Arcee told him. "You've hardly met them."

"C'mon, let's go see Lightning," Hot Rod suggested, pulling away from the fence. "Think you'll like him, Springer."

Springer didn't look so sure, but he followed after the Firebird anyhow, slightly awkward due to his newly acquired bulk. Both Springer and Arcee had just recently traded in their Cybertronian alt modes for Earth modes, and Teletraan-1 must have a sick sense of humor when it came to Springer -- his formerly relatively sleek car mode translated to a green Chevy Coronet, a vehicle some younger cars mockingly called a "wheeled boat." Arcee managed to get off lightly with a pink-and-white Lotus alt mode, though the stares she drew from passerby were probably making her reconsider this new form.

"Rod!"

Hot Rod turned to spot Lightning heading his way, and he paused and gave a wave of his doors. "Lightning, we were just looking for you!"

"Great to see you again," Lightning told him, pulling up to the three Autobots with a cheerful smile. "Still planning to run the Piston Cup race this year?"

"If there's time," Hot Rod replied. "The Decepticons are our first priority."

"How's that going, by the way?"

"They've been pretty quiet, actually," Arcee told him. "On the one hand, that's great, but on the other hand, they've been a little TOO quiet. Prowl thinks they're up to something."

"Huh," Lightning replied, considering that a moment. "Hey, I don't think we've been introduced, ma'am. Lightning McQueen, Piston Cup Champion."

"Still riding high on that, are we?" Hot Rod laughed. "This is Arcee, and this is Springer. They're friends of mine from Cybertron."

"Well, friends of Rod are friends of mine," Lightning told them. "Pleased to meet you."

"Pleasure's all ours," Springer replied with a jaunty grin. "So you're a racer." His grin took on a devious twist. "Maybe sometime we should introduce you to another racing friend of ours. Would be interesting to see how you fared against him."

Lightning's trademark smirk crossed his bumper. "Is that a challenge, Springer?"

"If you want to call it that," Springer said in a casual tone that wasn't mirrored in his expression. Arcee shot Hot Rod a questioning look, but he could only shrug his fenders in return. Lightning was never one to turn down a challenge, and obviously Springer figured that out pretty quickly, but whatever was the triple changer playing at?

"Who's this racer of yours?" asked Lightning. "Besides Rod, of course."

"Oh, just a friend of ours," Springer replied. "A comrade. Message courier named Blurr."

Arcee did her best to stifle a giggle, but enough of it escaped that Lightning eyed her suspiciously. "What's the joke?"

"Springer, you're cruel," Hot Rod told his friend, unable to hide a grin.

Lightning glanced back and forth between the two Autobots. "C'mon, spit it out, what's so..."

"RODDY!"

Hot Rod grunted in surprise as something slammed into his side. Arcee and Springer reacted immediately, quickly scanning the area to ensure there were no other vehicles around before transforming to robot mode and aiming their weapons.

"Guys, it's okay," Hot Rod assured them. "He's a friend. Easy, Mater, I'm gonna need that side later..."

Springer sighed and folded himself back into his Coronet mode. "Hello, Mater," he said unenthusiastically.

"Hey Mater," Arcee greeted in a more cheeful tone, waving before returning to her alt mode. "What's up?"

"Uh..." Mater's eyes rolled upward as he searched the sky. "There's a coupla clouds... some bugs... that there looks like a helly-copter..."

"I mean what are you doing," Arcee clarified with a chuckle.

"Sayin' hi to my second-best friend here!" Mater replied, giving Hot Rod another sound thump in the side. "Sorry Rod, Lightnin' came first, hope ya don' mind..."

"Of course not," Hot Rod replied. "Excited about the wedding?"

"Durn tootin'!" Mater whooped, thumping the dirt with a tire. "An' th' bachelor party t'night! Yer gonna come, right Roddy? Best man has t' be there, after all."

"I'm not on duty tonight, so I'll try to make it," Hot Rod replied. "First you'll have to explain to me what a bachelor party is..."

"Hold on a moment," Springer cut in. "From what I understand of Earth customs, it's traditionally the best friend of the groom that's the best man. If Lightning's supposedly your best friend, why is Hot Rod the best man?"

"Because Mater would rather be the lugnut-bearer," Lightning explained.

Springer just stared at Mater with an incredulous expression.

"You're invited to if ya wanna come, Springer!" Mater informed him with a huge grin. "Sorry Missus Arcee, but it's guys only..."

"Oh, don't worry about me," Arcee replied. "Flo and Lizzie and I were planning on taking Sally out for what they called a 'hen night' anyhow. You boys have fun, all right?"

"Of course, now that we've got your permission," Hot Rod quipped, and laughed when Arcee shot him a glare and whapped him with a door.

"I'm going back to the Wheel Well," Springer huffed. "Think I'll pass on the party. Thanks anyhow."

"Take care," Lightning told him as the triple changer pulled away. "Rod, Arcee, Mater, join me at Flo's? I'll buy."

"I'd love to, but I promised Guido I'd help him out at his store," Arcee replied. "But thanks."

"Anytime."

As Arcee and Springer split off from the group and headed their seperate ways, Lightning and Hot Rod pulled into Flo's, Mater lagging behind and humming a little nonsense tune. Once they'd placed their orders, Lightning turned to his friend with a knowing grin. "So... anything special going on between you and Arcee?"

"We're just friends," Hot Rod replied with a laugh. "Arcee's more like a sister than anything else, really. And honestly, I'm not really looking for a girlfriend at the moment."

"You might wanna tell that to your fanbase," Lightning laughed. "Those twins seem to like you a lot. And trust me, when they find an object for their affections, they get relentless about it."

"Mia and Tia? They're sweet femmes... I mean girls... and I don't want to break their sparks... but they're just not my type." Hot Rod paused to sip his fuel before continuing. "I honestly don't understand why they like me, either. I'm just another racecar..."

"You're young, good-looking, a great racer, and you being shy and modest in front of the camera just makes them all the more curious," Lightning pointed out. "Face it, you're a magnet for them. And if you ever won the Piston Cup you'd have to beat them off with a stick or something."

Hot Rod sighed. "I'll think of some way to deal with them, I suppose."

"I'm sure you will."


"What do you mean it's not finished?!" Megatron thundered, pointing an accusatory finger at the face on the monitor. "You said it would be done by now!"

"Lord Megatron," Shockwave replied in a reasonable tone, "I said that I iestimated/i that the space bridge would be completed by this point. However, construction was sabotagued recently, and we have yet to repair the damages..."

Megatron slammed a fist into the console, making the image onscreen jump and sputter with interference. "I want all available resources focused on the space bridge! That is an order, Shockwave!"

"Yes, Lord Megatron," Shockwave replied, saluting. "Further orders?"

The silver Decepticon leader forced himself to cycle a few deep intakes, calming systems that were whirring and steaming with anger. Now was not the time to fly into a temper -- he needed to be sane and focused if he was to devise an effective strategy for taking this planet. No more scraping and filching for energy, no more lurking in the shadows... no, they needed to strike quickly and decisively, conquering Earth and seeing the Autobots obliterated. But to do that, they desperately needed more troops, and with the space bridge not yet operational such troops would not be coming immediately.

"Do we have troop transports?" Megatron asked finally.

"Yes, Lord Megatron," Shockwave replied calmly, though Megatron knew the violet Decepticon well enough to catch the hesitant undertone to his voice. "However, we don't have enough energon to fuel them for a trip to Earth."

Megatron snarled. "Keep me updated on the space bridge's progress, then. And I want a FULL report on ANY Autobot activity, do you understand me?"

"Understood, Lord Megatron."

"Dismissed."

The screen blanked out as Shockwave cut the connection.

Megatron paced the control room of the Nemesis, his thoughts churning within his processor. If Soundwave's reports were correct, the Autobot ranks were growing considerably. Despite what Prime would most likely say to deny it, this wasn't so much a tactical move on the Autobots' part as it was an act of desperation. With energy on Cybertron running low and Megatron's troops tightening their grip on the planet, more and more Autobots fled the planet every cycle, and while some opted to retreat to the planet's moons or colonies on other planets, a good number were throwing their lot in with Prime's cadre on Earth. After all, the planet was already inhabited by mechanical life forms, and the addition of a few more wouldn't necessarily worry the natives.

The logical response, of course, was to increase his own ranks here. While planes and military vehicles weren't as common on this planet, they weren't unusual either. The problem lay in what was so readily available here but so hard to obtain -- energy. The Decepticons on Earth were barely able to pilfer enough energon to power themselves, let alone to send back to Cybertron in order to fuel a troop transport. And with the space bridge down, their last option for bringing in troops was gone.

Well, if he couldn't get troops from their homeworld, then he would have to find them here. Certainly there were vehicles here that would be happy to ally themselves with the Decepticons in exchange for the promise of wealth or power. And perhaps there were a few who could be inspired to help with the promise of revenge. Such as one vehicle in particular...

Astrotrain walked into the control room and snapped a salute. "Chick Hicks is here, Megatron. Want me to bring him in?"

"Not yet," Megatron replied. "Find him quarters aboard the Nemesis and let him get settled in. I'll speak with him later."

Astrotrain nodded and hurried off.

Megatron smirked. That fool. Hicks stupidly thought to throw his lot in with the Decepticons, not even stopping to think that he was only being used as a convenient tool. Oh, Chick and Megatron did have common enemies, but revenge was the extent of Chick's ambitions. Megatron intended to use his revenge as a means to an end. He would make Lightning McQueen and his friends pay for the humiliation he suffered at the Dinoco race last year, and with any luck crush Optimus Prime in the process.

It was time to set his plot into motion. It was time for his troops to pay a visit to Radiator Springs.

He activated his radio. "Starscream, Thundercracker, Skywarp, report to the control room! I have a mission for you."