McQueen entered the dusty, old storage shed and the memories took his breath in one fell swoop. All Lightning could do was stand there, tears dwelling along his eyes. He gradually drove over to some old news articles and photos, mostly about racing and sports, but then something bright and crimson colored caught the attention of Lightning. He nudged the sports pages out of the way to reveal what seemed like hundreds of photos of the younger Lightning McQueen. They we're all peak moments in McQueen's racing career, moments where the Fabulous Doc himself has taught and mentored all the steam out of both the racecars. Lightning knew that Doc treasure McQueen as a friend and an apprentice, but he had no clue that Doc cared about McQueen this much. Lightning idled there for a moment, lingering in the thoughts and memories of Doc, but then quickly covered the photos back up before he would start crying again.

Lightning began to pull out of the depressing garage with a solemn face, when he lightly bumped in Mater, his best friend. Mater, who wasn't afraid of awkward moments, began speaking as if it wasn't hard to talk about such a tragic matter. "Look…McQueen. I'm sure Doc is in a better place now, heck, he's in the Racing Museum in the sky!" he looked pitifully at the mourning Racecar. "But I'm sure Doc doesn't want you to be so sad about him…he wouldn't like that." Lightning glared at Mater. "Mater, look, I appreciate you trying to help but I just need some time alone to myself to think," He said with a monotone voice. Mater shot McQueen an upset glance, and before driving away he said, "We all saw the signs…we knew this day would come soon."