"So… you ain't leaving?" Mater asked tentatively as the two sat on the bench outside Sheriff's office. His voice held an optimistic edge to it.

"No," Lightning said miserably. "I wasted my one phone call on asking Tex how the King's doing."

"Who's the King?" Mater asked again, suddenly curious.

"He's someone I raced against," Lightning shrugged. "He got into a crash a few days ago. I just wanted to know if he's gonna be ok."

"And is he?"

"Yeah. His sponsor says he's going to be just fine."

Lightning broke out of his sulking long enough to glance around them. The sun was touching the horizon and Mater had decided they'd done enough work for today. That left them to watch the rest of the town, bustling around trying to finish the last of the cleaning.

The Rusteze racer couldn't help but notice that these guys also seemed to be some sort of family. Even Sarge and Fillmore, who could be heard squabbling all the way down the street, had some sort of bond between them. It was nice watching them. Maybe sitting with Mater gave him the privilege to see through the window that he couldn't with the Dinoco clan.

"So," Mater started slowly, breaking the silence. "Is this the same Dinoco sponsor that you want? The one with the helicopter?"

Lightning had already told Mater about how he was the first rookie to win the Piston Cup and that the Dinoco sponsorship would soon be his.

"Yeah," Lightning nodded. "It's is the best sponsorship on the circuit and the guy I just talked to owns all of it."

"So… Why'd you ask him about the King then?" Mater asked. "Are you two friends?" He asked the second question almost tentatively, almost hoping Lightning and the King weren't friends.

Lightning picked away at a splinter on the wood. Were he and the King friends?

"Nah," he replied. "We don't know each other that well…" He shrugged. "We just raced against each other. Don't really know why I'm worried about him."

"Was he good?"

"Are you kidding?" Lightning couldn't believe that Mater didn't know about the legend. "He's amazing! He would always qualify near the front and it was so hard to pass him. He'd always find a way to come back even if you think you'd won."

"Makes sense then," Mater nodded wisely, At Lightning's confused glance he elaborated. "Why you're worried for him."

"Uh… I don't see it." Lightning looked at tow truck driver in confusion.

"Well," Mater started. "See… you're used to him. And deep down, you sorta admire him. You've been up against him so long you just can't take the thought of something happening to him."

"I still don't get it," Lightning shook his head and Mater frowned. How could he explain it to his new friend?

"How many times have I told you to pick up those cans?" A voice thundered down the street.

"This is my yard!" Fillmore's voice floated back. Mater grinned. Perfect.

"It's like this," he started explaining. "You and the King, you're like Fillmore and Sarge over there." He nodded down the street.

"We're what?" Lightning deadpanned, completely confused.

"You two competed in your fancy race cars on the track, always fighting for some shiny trophies, back and forth, back and forth," Mater droned on. "But at the end of the day you found out you've kinda grown used to each other and you don't want it to change."

Mater looked at Lightning expectantly, expecting the strange metaphor to land somehow. Lightning glanced down the street where Sarge had finally given up on Fillmore and stormed back into his house. He pondered it over. He kinda saw the similarity… in a Mater-ish sort of way.

He and the King had always been toe to toe on the track and they just about always ended up on the podium together. They had interviews with Darrell and Bob, and exchanged a few words here and there. The King had practically become part of Lightning's existence, sort of the constant figure amidst the chaos of winning. He was certainly a whole lot better than Hicks.

Him and the King like Sarge and Fillmore. It wasn't logical… But it made sense.

"Yeah," he nodded slowly. "Yeah, I think I see it now."

Mater grinned.

"You ain't as dumb as you look," he teased. Lightning looked at him amused.

"Yeah, I guess I'm not."


Dinner that night was at Flo's. The place looked spic and span and the town's citizens were chattering away.

"Guido and I… We're going to re-stake the tires," Luigi told Lizzie excitedly.

"Good idea," the old woman nodded. "This time you can do it straight."

"But then it won't be the leaning tower," Luigi tried to explain. Lizzie didn't get it.

Sally opted for the counter and watched as Lightning and Mater sat at a window booth. Stickers wasn't eating. In fact he was just picking at his plate, elbow resting on the table and looking despondent. The whole town had heard from Ramone about how the phone lines had crashed again before he could tell anyone where he was. Sheriff had given him a hard time for it but he hadn't risen to the bait. Sally understood that Lightning was upset but he needed to relax a little. It wasn't like anything important was happening, this was a great chance to get away from everything.

"Say…" Mater asked after clearing his plate and taking Lightning's when it was clear the racer wasn't going to eat anymore. "You never did tell me why you were up so early this morning."

"I dunno," Lightning shrugged. "Couldn't sleep, I guess."

Mater looked at him suspiciously, gears turning in his head.

"Did you have a nightmare?" He asked, catching Lightning completely off guard.

"What, -no!" Lightning lied. He was a terrible liar.

"Ye did, didn't you?" Mater asked triumphantly. Lightning didn't reply but his face tinted red and that was all the confirmation the tow truck driver needed.

"It's alright, I won't tell nobody," Mater shoved Lightning's feet under the table.

"Thanks," Lightning mumbled, glancing out as the last rays fell. Everytime it was dark he could hear Hicks' voice echo in his head. He didn't like it.

"Tell you what," Mater whispered. "Seeing as you did so well today, I'll take you out tonight."

"Take me out where?" Lightning asked. Was there some sort of amusement park in the back of this place or something?

Mater glanced suspiciously around them. Sheriff was sitting across from Sarge and Doc was at the counter. He leaned forward and Lightning did the same, suddenly curious.

"Cow-tipping," Mater whispered, brown eyes dancing with excitement.

"I've never heard of it," Lightning responded.

"You're gonna love it," Mater leaned back.

"What is it?" Lightning questioned. But Mater wouldn't tell him anything else. Lightning's curiosity was piqued, and he waited eagerly for Mater to finish eating. The two of them slipped out, each grabbing a cookie for dessert, heading straight towards the tow truck.

Sally caught up with them.

"Hey boys," she called out. "Where you headed?"

"Oh, nowhere," Mater pulled the tow truck onto the road, winking at Lightning who grinned. Sally smiled slightly. She knew exactly where Mater was taking the racer. He'd done exactly the same thing to her when she'd first come into town.

"Well, when you come back from nowhere," she started. "You can drop Lightning off at the Cozy Cone."

"What?" Lightning asked, glancing at her in the dim light. "You're letting me… stay there?"

"Well, yeah," Sally shrugged, suddenly realizing she hadn't thought this through. "I mean… unless you like the jail with it's uncomfortable cot and scratchy blankets…"

"Sounds like you know from experience," Lightning commented with a teasing smile.

"What- oh, no!" Sally protested, totally caught off guard. "I just… you know…"

Lightning chuckled.

"I'd love that Sally, thanks," He cut off her rambling. "It'll be much nicer than the jail."

"Alright, take Cone 1. Night!" Sally turned around quickly so that the boys wouldn't see her face flaming. She'd just noticed… Lightning was kind of cute. She hurried back to Flo's but the thought wouldn't leave her alone. Sure, he'd been good looking when she'd first seen him, but his cocky attitude and incessant sulking was anything but attractive. Seeing him out there with Mater, relaxed and easy… Well, he'd been cute!

Luckily, Sally was a lawyer and managed to hide her feelings quite well as she stepped into Flo's. If she hadn't, everyone would have seen right through her.


The next day was unusually hot for the season. Mater announced after only an hour of work that they should just take the day off and go to Flo's. Sheriff was already there and didn't say a word as Lightning stopped working. They'd seen to have forgotten about his community service and treated him as a guest instead.

"So, you're the first rookie to ever win the Piston Cup?" Flo addressed Lightning as she brought the two boys glasses of lemonade.

"Oh… yeah," Lightning leaned back, unable to hide his smugness. "Wasn't that hard."

"Mhh hmmm," Flo didn't believe him but didn't press the matter.

"I ain't never seen a Piston Cup before," Mater downed half of the glass in one shot. "Is it shiny?"

"Very shiny," Lightning was all too eager to brag about his prize. "And it's big. This tall." He held up his hand to demonstrate.

"Shoot, really?" Mater didn't take into account that Lightning could be over exaggerating. "Sure wish I could see it."

"I actually have it with me!" Lightning suddenly remembered Mack had just put the trophy in the stock car. "Wait here." He left Mater at the booth as he hurried out to Doc's garage. He hadn't actually had a proper chance to admire his prize and was looking forward to showing it off to Mater.

He reached the workshop next to Doc's garage and knocked on the door.

"Hey, Doc," he asked, poking his head in the workshop door. He'd of course seen the no trespassing sign but didn't pay much heed to it. He didn't care about the old man's property, he just wanted to get his trophy.

Lightning walked in when there was no reply and allowed his eyes to adjust a bit to the dim light.

The workshop looked pretty much like all the others he'd seen, except maybe a little bit more dusty and dreary. He approached the stock car and reached into the window. The Piston Cup was just in his reach... Wait, was that a Hudson Hornet?

Lightning spotted a flash of blue through a side door that immediately caught his attention. Fishing his trophy out of the cabin, he stepped around the stock car.

"Woah," he breathed, pushing the door open a little wider. It was a Hudson Hornet! A real life, genuine Hudson Hornet! Dark blue and in amazing condition. Lightning touched the hood gently, walking around to inspect it further.

He glanced down as he heard a crunch and saw a piece of wrinkled newspaper under his shoe.

"You really gotta clean this place up, Doc," he grinned to himself. For such a stern looking guy this garage sure was a mess. Lightning glanced at the cluttered work space in the dim light. Books, pens, pieces of paper, boxes, Piston Cups… He did a double take. A Piston Cup?

Completely forgetting about his own, Lighting reached forward and pushed a stack of papers away. It was! A genuine Piston Cup. His jaw dropped. No. Way. He pulled it forward, brushing the dust away with his thumb. Paul Hudson. 1951. It couldn't be. It had to be a replica. Suddenly remembering his own, Lightning put them next to each other. They were the same height, same size and looked roughly the same.

Lightning McQueen. 2006. Paul Hudson. 1951.

The wheels turned in Lightning's head as he looked around him, suddenly seeing the garage in a new light. He was in the home of the Fabulous Hudson Hornet! Which meant… he turned to car. This was it. This was the legendary Hudson Hornet itself. Lightning felt like he was on sacred ground. Maybe he should take his shoes off and kneel or something.

"Wait," he thought aloud. "Paul Hudson won three Piston Cups… Where are the other two?" He started looking eagerly, pushing through the papers and books. There! That was the 1952 one! Now what about… His eyes scanned the shelves. There is was. The 1953 one. Lightning was giddy with excitement all of a sudden. He couldn't believe it! Paul Hudson, right here in Radiator Springs! He'd changed so much from his pictures, so much older, so grumpy, so…

"Don't you know how to read?"

Lightning almost jumped out of skin and jerked around. There was the man himself, jaw clenching, standing by the garage door.

"I came in for mine," he gestured at the new cup next to Doc's.

"You could have just asked," Doc grit out. This was it. The stupid kid had figured it out, by snooping nonetheless.

"You're the Fabulous Hudson Hornet!" Lightning exploded. "This is amazing! How did I not see it before?"

"Because you're too self-centered, that's why," Doc ground out. Suddenly panicky, he swiped the kid's cup off the table and shoved it against his chest.

"Is this the same Hudson Hornet you won all those races with?" Lightning turned towards it. Doc grabbed his arm and hauled him out.

"Don't touch it," he growled. "I saw what you did to yours, can't imagine what you'll do to mine."

Lightning was far too excited to stop.

"You still hold the record for most wins in a single season, you know that right! Wow, wait until I tell everyone!"

"No," Doc pulled him through the workshop towards the door. "Not one of them will believe you."

"Wait, they don't know?" Lightning looked at the older man incredulously as he was pushed back into the sunlight. "You have three trophies, just look at them!" He only had one and the whole town already knew. If he had three he'd announce it to the world!

"You look," Doc growled. "All I see is a bunch of empty cups."

Leaving the kid standing stunned in the desert, Doc slammed the door and locked it. Still feeling exposed in the workshop he went back into the garage and closed that one as well. His heart pounded loudly in his ears and he sank slowly to the floor, back pressed against the door.

In front of him, the Hudson Hornet stood, his constant friend and companion for all these years. Those cups, that past… it had been their secret, and theirs alone.

"I'm sorry," Doc breathed, suddenly feeling guilty and annoyed at himself. He'd slid into a sense of comfort before the kid had come. He'd stopped locking the door years ago, knowing everyone respected his no trespassing rule. The Hudson Hornet still stood there as if contemplating whether or not she should forgive him.

Doc stayed on the ground for a few more minutes until his breathing evened out and he could think logically about what Lightning would do.

"It's ok," he finally said, gathering his courage and standing up. "No one will believe him. They'll just laugh it off if he tries to tell them."

Patting the Hudson Hornet affectionately, he stepped back into the house. He needed something to drink.


Mater was still ogling the cup, going on and on about it's many practical uses. Lightning was leaning with his elbow against the table, the tow truck driver's comments and compliments rolling off him. Everyone in the cafe had come to inspect the trophy and given their congratulations but Lightning wasn't basking in them.

The Fabulous Hudson Hornet. No one had seen him in years and he had been here! Right in the middle of the desert. Lightning didn't understand. That man was a walking legend, he'd come out of nowhere, stepped onto the circuit and had completely blown everyone away! He'd had the charisma of a movie star while still maintaining respect similar to that of the King.

What had happened?

Lightning bit his lip as he thought back. Hadn't there been a crash or something? But that shouldn't have made a difference to someone like Paul Hudson… Or Doc as he was now called. Famous drivers bounced right back from crashes all the time, even bad ones. Heck, even the King was going to walk away from his relatively unharmed. Why had Doc just dropped off the radar? And why didn't anybody in the town know about it?

Lightning suddenly glanced at the Sheriff. He was sitting in a corner booth, drinking lemonade and reading an outdated newspaper. Did he know? Lightning decided to test it.

"Hey, Mater," he said casually, loud enough for everyone in the cafe to hear. Practically the whole town was gathered except for Sally and Doc. Despite the warm day Flo's cafe was cool.

"What would you do…" Lightning spoke hesitatingly. "If I told you… Doc had three of these?" He nodded towards the cup.

There was silence before everyone burst out laughing.

"Silly boy," Lizzie chuckled. "Doc ain't got nothing shiny 'cept that car of his."

"That's funny right there," Mater howled, thumping his fist on the table.

If only you knew, Lightning thought to himself, annoyed at being laughed at. If only these people knew. He glanced at Sheriff who was studying him but didn't really react in any way. In fact, Lightning felt like the older man was going to check him for head stroke anytime now.

He glanced outside instead, feeling like sulking a little bit but he wasn't in the mood for being jeered at by the others. His mind was taken off his pity party as a beautiful blue Porsche pulled up by the gas pumps. It must be Sally's. She wasn't kidding, it didn't look like that car had ever broken down. In fact, it looked amazing! Sleek, shiny, and almost the same tone of blue as Dinoco.

Lightning was so fascinated by the Porsche he didn't notice when Sally came in behind him.

"Hey, Stickers." He turned to find her standing next to him. "Wanna come for a drive?"

"Stickers… I like that," Sarge nodded his approval.

"Um… sure," Lightning got up. Why not?

"Oh, a drive, Sally?" Flo asked, causing the whole room to suddenly pay attention. "Where are you taking him?"

"The waterfalls?" Sheriff asked, also suddenly interested.

"They're very romantic," Luigi agreed.

"No, guys, no," Sally felt herself blushing again. "Just, you know, a drive. You coming?" She hurried towards the door, casting a glance back at Lightning.

Mater shot Lightning a cheeky grin and leaned back. He'd been teasing his friend about Sally since they'd gone cow tipping last night.

"Have fun," he drawled.

"I will," Lightning shot back, head held high as he marched out.

"Go, man!" Fillmore called out. "Go wherever the love takes you!"

Sheriff watched with no small amount of worry as Lightning got into the passenger seat of the Porsche. Sally was probably going to take him towards the Wheel Well.

"Don't worry," Ramone noticed his concern. "Sally's a clever girl, she'll be just fine."

"I know, I know," Sheriff muttered, turning the page on the paper. "Still…. Can't help thinking we should send a chaperone."

"Hey, if you wanna go, that's cool," Ramone shrugged. "But I don't wanna go out in that heat."

Sheriff winced. He still had time to get the cruiser and go after them. But he did not want to sit in there while the sun baked him like he was a cake in the oven. Ramone was right. Sally was a responsible girl. She and Lightning would be just fine.