The last thing he remembered was the sound of flat line… he knew it was his own that was heard. Not just by him… but by the young man who was sitting beside him, spending his last moments with him.

I wasn't ready for this…

"Doc… S-See you around…"

Kid…

Doc Hudson felt all pain leave his body. He didn't feel sore anymore. He opened his eyes to find himself at the racecourse at Willie's Butte. He sat up looking around.

How did I get here? I was in the hospital wasn't I?

He looked at himself to see he wasn't in hospital robe anymore either. He was dressed in a simple white shirt and pants and no shoes.

"Seems you wandered quite a bit from your body without meaning to."

Doc jumped and looked to see a young woman with black hair and deep blue eyes behind him. Her clothes were different shades of black and blue with golden gear patterns on them.

"Who are you?"

"I am Naomi Miyamoto. You are Doc Hudson, correct?"

Doc backed away a little, getting to his feet. "Okay, mind telling me what's going on and how you know me?"

Naomi shook her head. "Who doesn't know who you are? You're a racing legend after all."

"Alright… believable. Now what's going on?"

"You know very well what has occurred, I don't need to hold your hand you know."

Doc narrowed his eyes. "If I'm dead, then how come I'm still here and you're able to talk to me?"

Naomi chuckled. "I'm just special like that and as for why you're still here… you didn't seem ready to go, were you?"

"... You're not helping me feel more comfortable with you being omniscient like that."

"Oh I'm far from omniscient, I'm just good at reading people, especially ghosts, which you are by the way."

"It's kind of my mom's thing."

Doc looked to see a young boy with red hair and purple eyes step out from behind Willie's Butte, dressed similarly to Naomi, a smirk on his face.

"She's awesome like that."

Naomi smiled softly. "This is my son, Lucas. He has a bit of a talent of over exaggerating things."

Lucas grinned. "I don't exaggerate… I just tell the truth with extreme enthusiasm!"

Naomi shook her head. "That's my boy." She looked back to Doc. "Now, you've met both of us, let's focus on you."

Doc started backing up a little. "What do you two want with me? I'm dead according to you so I'm pretty much no use to you."

"We don't want nothin' from ya. We want to help ya old man." Lucas responded with a smirk. "We wouldn't come all the way out here, just because, or to harass a ghost. That's not our thing."

"Our job is quite the opposite. We got word that there was a spike in spiritual energy and came as fast as we could, I'm glad we got here first, it's been awhile since my son and I have been able to make a contract with another spirit."

"Contract…?"

"A Remembered contract! You can't really touch anything like that… If you made a contract with us you could stay and protect the town or the people you cared about in life." Lucas explained. "And you could have cool powers too."

Doc's eyes widen a little. "I… I could do that…? But… I… I've never heard of anything like that."

"Of course you haven't." Naomi chuckled. "It's not something that's publicized. It would scare people to know that spirits sometimes linger and this kind of offer is only given to certain people, not all."

"Oh, and what what makes me so special?"

"You did a lot of good in life… From what we've been told, you came here after getting injured and made a life out of healing people. Then, when Lightning McQueen came here, you helped snap some sense into him and showed him how to be a better person… Became someone important to him and everyone here. You left an impact…"

"And with that… you have the great potential to become a Remembered. The bonds you shared with the people you met and cared about created a special energy in your soul. Many think that fame will be the ticket to become a Remembered… but the truly remembered, are people like you. Those who didn't care more about themselves than others, you cared more for the town and for Mc'Queen… with the accomplishments you've made I would think you'd be content… but yet something is still keeping you here. What is it?"

Doc lowered his head. "… I'm going to sound selfish for this… but I don't want to leave just yet… I wanted to be with Lightning longer… I wanted to see him succeed… see him grow up more… I know he's an adult but… he's still growing up in his own way."

Lucas came closer to him. "That's not selfish at all. You care about him from what it sounds like he was your own. That's not selfish to want to see how he does over the years… That's kind." He smiled.

Doc smiled a little. "He's a good man…"

"Well, if you want to be there for him and not head for heaven just yet, make a contract with us and we can grant you that wish."

"How…?"

Naomi raised her hand, a glowing golden gear appearing in her hand. "This, is an Anchor Gear, it allows Remembereds to have powers that are unique to them and allow them to become visible and stay on Earth. This gear is formed under the matters of a contract with a Corpse Whisperer, which my son and I are."

Doc took a deep breath as he thought it over. "... I accept. I'll make the contract."

"Yes!" Lucas cheered a little. "Who gets to do it this time mom?"

"Since it's been awhile, I think you're over due Lucas, you get this one."

The boy grinned before holding up his left hand as a golden gear appeared in it. "Doc Hudson… By accepting this gear, you are making a contract, irreversible in nature. You will be unable to be seen by all but three people, and those people cannot tell your secret. If you reveal yourself passed that or use your powers to harm a mortal you will be sent to the afterlife. Do you accept?"

Doc looked at the boy and Naomi. "Is there anything else?"

Naomi shook her head. "No, the rest is up to you, but never forget that the reason you're doing is is to protect someone you care about deeply, once you feel you have fulfilled your purpose the contract will end, now… make your choice."

Doc looked at the gear in the boy's hand. He closed his eyes, taking a deep breath as he took the gear into his hands.

"I accept."

"Welcome to the Remembered."

Energy surged through Doc as the gear disappeared, reappearing on his clothes as they changed to what he wore as a racer, the gear forming itself on the sleeves of his jacket as his racing number.

"Incredible…"

Naomi looked him over. "The gear not only provides your powers, it provides clothes for you to wear. It usually gives you clothes you wore during your past life that represent talents you had. Your clothes seem to be a mix of both your racing and doctor talents."

Doc took note under his jacket he was back in his dress shirt and pants along with his red tie.

"I see…"

"And the gear became a part of your clothing, it usually becomes something you wore a lot or had value to, in this, it became your racing jacket so don't go losing it, that's what keeping you anchored to Earth."

Doc nodded. "I'll be sure of that."

Naomi put a hand on her chin giving a puzzled look. "Though… I think we need to do one last thing…"

Doc blinked back confusion. "What exactly?"

"Dude…" Lucas deadpanned. "You're OLD!"

Doc glared at him. "Well excuse me!"

Naomi held a hand up. "Now now, let's not get violent, but my son is right, your body is not fit… erm I should say your soul isn't fit. Usually this doesn't happen, but it would seem your age followed you into your spirit body, it's easily fixed though so it's never been a problem."

"Okay… but aren't ghosts fine no matter the age? It's not like I can die again."

"Yeah, but there's still things affected." Lucas said, crossing his arms. "There's no such thing as a perfect form, and being the age you are now won't do to protect whoever it is. Could get him killed if you're not fast enough."

Doc cringed a little, remembering that that was a problem in his life when he had gotten older. He could never be as fast as he used to be.

"Alright… then… what do you have to fix that?"

Naomi smiled. "Just leave that to me, this will only taken a second."

Naomi walked up to him, bringing a hand to his face. She closed her eyes, pulling back from Doc, golden energy waves coming from her hands. Doc closed his eyes, feeling a strength he hadn't felt in some time return to him. It felt amazing.

Naomi finished, the energy waves disappearing. "There, much better." She pulled out a small mirror from her pocket, showing Doc what she had done.

When he looked at his reflection he gasped, seeing he was no longer old. His gray hair had reverted back to the brown locks he had so many years ago and the wrinkles in his face had disappeared. He looked exactly how he was when he was 27.

"You're now at the age when you were your strongest, more fit to be a protector with this body than the one you had." Naomi explained, putting the mirror away. "Your strength is also back too, but of course with the contract you've made it's quite more than that."

"Those powers your son spoke of…"

Naomi nodded. "Yes, you'll find out what they are in time, they have a way of letting you know what they are…" She smiled. "But, you're a bit more fortunate than most Remembereds. Usually they're left to figure it out on their own, you on the other hand, will have someone to help you, there's another Remembered that lives here in Radiator Springs."

Doc raised an eyebrow. "There is?"

"Yep, hang on."

Naomi pulled out a whistle blowing it. Not too long after a golden portal shaped like a gear appeared and out came a young man dressed in khakis, a vest, a newsboy hat along with a tie that had golden gears on it. Didn't take long for Doc to recognize him. Anyone in Radiator Springs knew very well who he was.

"Stanley!?"

Stanley grinned as he closed the portal behind him, giving a bow, taking off his hat. "The one and only, at your service."

Doc was dumbfounded. "He's a Remembered…?"

"Yep. He's been one for years. He's been guarding this place for who knows how long." Lucas grinned.

"So he made a contract with you too?"

Naomi shook her head. "No, he met another Corpse Whisperer when he died, it was long before Lucas and I were Corpse Whisperers."

Stanley rubbed the back of his neck, giving a grin. "I don't remember who but I certainly wasn't ready to go just yet. I was worried about leaving Lizzie on her own and for the town so I made the contract."

"He was rather eligible due to the fact he founded the town and was always there to help people when they needed him."

"I see…" Doc nodded understanding. "That also explains a few things…" He added remembering Lizzie's behavior over the years. So she's not crazy after all…

Stanley's grin turned into a sheepish look. "Eheh… yeah, you can blame me for somethings."

Naomi chuckled. "Take good care of Doc now, make sure he gets his powers reigned in, show him the ropes of being a Remembered."

Stanley saluted. "You got it."

"At ease soldier." Naomi took her son's hand. "Lucas and I best be going, there are other spirits who might need us."

The boy nodded. "Yep. But we'll be back, c'ya!"

Naomi and Lucas ran off, disappearing with a flash of light.

"Such nice Corpse Whisperers, ones like them are nice to meet." Stanley commented, stretching a little. "Some of them are kind of full of themselves."

Doc shook his head. "Every being seems to have people who are full of it… McQueen used to be one of those."

"Yep, I remember. That was crazy, but least he helped the town in the end and became a better person. We have you to thank for that."

Doc smiled sheepishly. "I just didn't want him to get into bigger trouble. Seen people with the attitude he had go violent eventually. Wanted to cut that where it was."

"And you did him good, but enough about that, we need to get you set up."

Stanley started walking, giving a wave of his hand to follow. "Come on, let's take a walk through town."

"Right." Doc followed him, falling into step behind him. This is the weirdest day of my life…

"Pretty weird huh?" Stanley asked as the town came into view. "One moment you found yourself dying… the next you find yourself in a random spot."

"Yeah… It's a lot to take in…" He said as he looked around. "I didn't expect it to happen like this."

"It's how it is for all of us… hm… wonder how long it's been? I know woke up a few days after I passed away, quite the shell shock when I came back to the town to see everyone starting to move on already."

Doc winced in sympathy, he was curious about that as well. "I'm curious of that too… I remember it was the 11th the day I passed… But I have no idea how much time has passed…" I just hope the kid's alright…

"Right… guess I kind of forgot, been so occupied keeping Lizzie happy I didn't bother to remember what day it was, they all just seemed to blend together."

"I don't blame you… I just hope the Kid's doing alright… He was there when I died… Saw it all happen. I don't want him to feel haunted…" Doc sighed. "He may be a hotshot sometimes but he's got a big heart."

Stanley thought for a moment, taking in all the days. He frowned as he remembered. "He's been taking it pretty hard. I recall no one has really been able to talk to him except that lady friend of his." He snapped his fingers. "Ah now I remember, it's been about two weeks since you passed on, guess it took you awhile to wake up."

Doc's jaw dropped a bit in surprise. It had only felt like minutes. "TWO WEEKS!? I've been out for TWO WEEKS?! Goodness!"

"Well… fun fact of the day, spirits sometimes need a lot of rest before they awaken, it's a matter of building up the energy to move about, compared to some others, your rest was rather short."

"That makes sense actually when you think about it… Like needing a lot of rest after being injured." He mused. "Still… This is going to take getting used to."

Stanley put a hand on his shoulder. "And you got me to help you."

He smiled. "Thanks Stanley."

"You're welcome Doc…" he looked over to the Cozy Cone. "Hey, I think we got your first job to take care of, as I've said… Lightning's been taking you death rather hard."

Doc followed his gaze, his own softening. "Bringing him comfort? … That I can do… I don't want him suffering."

Stanley nodded. "And I know just the way, come on."

Stanley lead him over to one of the cones. Cone number 1 actually. It was currently closed and someone was inside resting.

"Ah doors… doors are for chumps." Stanley said as he lead Doc right through it.

Inside, Lightning was on the bed in the room laying on his side, his back to the two. He was quiet an occasional sniffle escaping him. "Look at me…" He muttered to himself. "Pathetic…"

Stanley frowned. "I would hope he'd be feeling more up by now but… he's been stuck."

Doc frowned as well. "Kid…"

Stanley looked to Doc. "Probably not a good idea to have him see you like this just yet… but there's another way to do this without shocking him with the concept of you being a ghost."

"Tell me how then… I can't leave him like this."

"An ability we Remembereds have is being able to visit people in dreams. It's sort of a safety net in a sense of getting to see people again without scaring them. I can get Lightning to fall asleep and you could visit him if you wish."

"Please do… 'Sides, knowing him he's probably not gotten much sleep. He's stubborn like that."

Stanley nodded. "One sandman coming up."

Stanley walked over to Lightning, placing a hand on his shoulder, energy flowing from his hand into Lightning's eyes.

"Sleep…" Stanley whispered. "You need to rest…"

The racer's eyes slid closed as he relaxed going still, drifting off.

Stanley stepped back. "Alright, you're up, place your hand on his head, focus on syncing your thoughts with his and you'll enter right into his dreams."

"Me and the Sheriff once made a joke that no one wanted to see inside his head… Guess this is proving that wrong." Doc said as he laid his hand on his student's head closing his eyes. Focusing as his thoughts began to sync with Lightning's.

Come back! Please come back!

In a split moment, Doc found himself at an empty race track. There was no one there as far as he could see. The place actually didn't seem in a good shape either. The track was rigid and torn, the benches in the bleachers were broken. It was eerie.

Kid… Doc thought as he looked around the area, trying to see if there was any sign of his student in the race course.

Lightning eventually was spotted hunched over a few feet away from the finish line, the ground around him cracked and broken, his head hung low.

"Come back… Don't leave… Please come back…"

Doc's eyes widened, he felt a little heartbroken seeing Lightning like this. He had never once seen him break down like this. It was rather shocking. He made his way over to Lightning, quietly though since he didn't want to spook him.

Why is he dreaming this…? What happened to this race track?

Lightning was shaking as he murmured the same phrase again. He cried out, hitting the ground as another crack formed. "IT'S NOT FAIR! Just stop pretending and come back! IT'S NOT FUNNY ANYMORE!"

Doc gasped stepping back.

The track… all the cracks were made by him… of course he's upset… it's tearing him up…

Doc knelt beside him. He wasn't sure if it would be a good idea to speak… then an idea popped into his head.

Gently. He thought as he made sure to adjust the sound of his voice a little.

"What happened here?" he asked, in a lower tone so it wouldn't be easily recognized.

The racer froze before speaking, his voice hoarse. "My mentor… My friend died… He… He didn't deserve it…"

"I'm sorry for that… Would that explain why this whole track is broken? Are you angry with the world for what it has done?"

Lightning was silent as he gave a nod confirming it. He didn't raise his head, but his hands clenched back into fists as he tried not to repeat what he had just done.

"He meant a lot to you, didn't he?"

"He was like family… Was like a second father or grandfather to me…"

Doc felt touched by those words, smiling gently. "I'm sure he would've been touched knowing that."

"I just wish I had told him… I wish he was back… It's not the same here…This…" He looked up but not in Doc's direction looking at the destroyed track. "I was just so mad… So angry… It wasn't fair… I thought… Maybe if this place was as broken as I felt… He'd come back… Help me fix it…"

"Well… I suppose it is a way of getting someone's attention…" Doc looked at Lightning's hands to see them bruised and bleeding at the knuckles. "But you're tearing yourself up in the process…"

"I guess… I didn't really notice how much it hurt… Everything else just seems to ache… I can't stand it…"

"I know… heartache isn't something that's easily cured… it usually heals with time and some help from friends and family… but right now… I think you need a doctor for those hands. I don't think he would be too happy if he saw you like that."

"Heh… He'd probably drag me right to his clinic reminding me that if I got an infection it'd be my own fault… He never liked it when I got hurt doing something stupid…"

Doc nodded. He felt the urge to get things for Lightning's hands… but yet something else was telling him there was no need.

I wonder…

Doc was careful about not getting Lightning's line of vision as he took one of his hands into his. He held it carefully, bringing his other hand over it. He felt power surge as a golden glow came from his hands, gears made of energy appearing around it. The waves of energy made the wounds close up and fade, leaving no scars.

Lightning felt himself start to relax. "That… Feels a lot better… What'd ya do?"

"Healed you." Doc replied, trying to hide his surprise.

"You'll find out what they are in time, they have a way of letting you know what they are…"

That must've been what Naomi was talking about. This may be a dream but if I had to guess… it's an actual power I have in the real world too.

"Thank you…" He said as a smile formed on his face. "Doesn't hurt anymore… Heartache's still there… But it doesn't hurt too bad now either..."

Doc took his other hand, healing it as well. "There…" He looked to the rest of the track. "Hm… if you ask me, this track doesn't suit you very well, not enough dirt."

Lightning chuckled a bit. "Yeah… More of a dirt racer.. Just like my mentor." He got to his feet. "Now… To change it…"

"Then do so."

Lightning closed his eyes before slamming both hands down into the ground, as the scenery began to change.

The cracks faded, as the asphalt turned to a dirt path, the bleachers warping and changing into cliffs and chasms, some cacti appearing in random spots. In the center Willie's Butte stood.

Doc smiled. "Good choice… Willie's Butte." Heh… and I was just there too.

Lightning opened his eyes. "My favorite track. It's home." His racing suit changed to what he wore at Radiator Springs off season, his favorite jeans and shirt, his posture becoming more relaxed.

Doc rubbed one of his eyes, preventing a tear from getting out. "Yes… it is…"

"Thanks… For everythin'.."

"You're welcome."

Just wish there was an easier way to say it's me standing here… I don't want to spook him… Oh to heck with it. If he freaks… he freaks.

Doc gently placed a hand on his shoulder. "One other thing though."

"Hm?" Lightning turned his head looking at the person beside him. His eyes widened as his mouth fell open. "O-oh gosh…"

Doc gave a small grin. "I am here… Lightning." he said, using his normal voice finally.

Lightning was silent for a moment before throwing his arms around his mentor. "You came back... You came back!"

Doc was a bit surprised at his reaction but then slowly brought his arms around his student, hugging him tightly. "Yes… I'm right here… I'm here…"

Lightning smiled some tears escaping. "You have no idea how much I've missed you.."

"I probably don't… but I know I've missed seeing you like this."

"Doc…"

"Can't remember the last time I saw you actually smiling… an actual smile, not the fake one you were putting on while I was sick."

"It just hurt too much to… Nothing felt right…" Lightning looked to the side a bit. "I just… I guess I lost it…"

Doc brought him close. "Shh…"

Lightning closed his eyes relaxing wiping away the tears that were getting out. "Stupid eyes… Keep leakin' on me…"

Doc chuckled. "That I understand…" he had his own tears slipping out. "It's okay to cry… it's always been okay to cry… it's normal."

He grinned sheepishly. "Guess I've just been stubborn again… You know me."

"Of course I do." Doc smiled. "And I think you need a good dose of racing to help that leak." Doc looked out to the course. "Few laps around Willie's Butte oughta do the trick, but just in case I'll race with ya to be sure you don't run into a bundle of cacti again."

Lightning grinned. "You're on."

Doc lead him over to the starting line, getting in position, his special visor appearing over his eyes.

"On your mark…"

"Get set…" Lightning continued his own goggles appearing over his eyes.

"GO!"

Doc and Lightning took off, leaving trails of dust behind them as they raced around Willie's Butte.

For Lightning, it felt right, the wind in his face, his mentor by his side. He started laughing, something he hadn't done in a long time.

Doc laughed with him. He felt the adrenaline rushing through him, something he had missed having. It was nice to be racing right alongside Lightning again. It was nice to see that he was able to make his student smile again after so much pain.

If being a Remembered means being sure Lightning doesn't lose himself… that he isn't in pain… then I'll happily do so…

Thank you, Naomi and Lucas, for giving me this chance.

I'll be sure it doesn't go to waste.