The drill in Guido's grip whirred one last time as he finished tightening the bolts securing his new tires.

"Well," Luigi said, looking a bit confused as he eyed Doc Hudson, newly fitted with some vintage racing tires he'd brought in. "They seem to fit your wheels reasonably well. But I do not think they are your style." His tone grew more confident as he finished.

Doc Hudson let out a noncommittal hum as his fender curled upward in a slight smile.

"Probably not," he acknowledged softly. Not anymore.

"One of my patients a long time ago was low on funds and gave me this set of tires as payment," Doc explained as he started his engine and drove to the front of Luigi's tire shop. "and I think they've been cluttering up my garage long enough. I just need to make sure they won't blow out immediately before I sell them."

The lie fell easily from Doc Hudson's grill. After so many years of it, he almost didn't have to think about it. Cruising beside him, Luigi bobbing his chassis in understanding.

"You let'a me know if they hold up, and I will be happy to take them. They will make a good display piece for my store," Luigi said.

"Thank you, Luigi."

Doc Hudson drove out of Luigi's store and headed down Main Street, traveling at a sedate fifteen miles per hour. As he headed down towards the west end of town, Doc's gaze traveled across the abandoned buildings that once housed so many successful businesses. He could remember each and every car that ran those businesses, and exactly what date they'd all left Radiator Springs. The opening of Interstate 40 had ruined Radiator Springs. Cars became so consumed with racing on towards their destination that they forgot to look around them, and take in the journey. He let out a disgusted groan as he left the once-prosperous town.

He took a left onto a dirt road, sparse gravel crunching underneath his tires. Doc followed the road out to the dirt track that the Sheriff had cleared for his "race" with the rookie. He drove down to the rope that the Sheriff had laid out as a make-shift starting line killed his engine. Doc parked there for some time, staring out onto the track without really seeing it and thinking about his long-gone racing days.

He'd loved it. Racing was a part of his very soul. Whenever he was on the track, be it dirt or asphalt, he felt right down to his frame that this was what he was built for. It was a feeling like no other. The wind pressing into his sides, seeming to help guide him through tight turns performed at high speeds. His engine roaring and drinking in the oncoming airstream like it was a secondary fuel source. His wheels spinning freely and tires gripping whatever surface he raced on. Never once slipping. As for competition, there was practically none. Sure, there were challengers from time to time, but no one could match The Fabulous Hudson Hornet.

And then came the wreck. Everything had changed that day, though he didn't realize it at first. It had taken months for him to be fully repaired. He'd gone back to the track full of fire, ready to prove that one little wreck couldn't stop him from fulfilling what he'd thought to be his Manufacturer-given function. What he'd found was far from what he'd expected. He'd surged out onto the track, ready to make his entry in the next big race and more than ready for the resounding cheers of his loyal fans. But there was only a murmur, followed by some patronizing words when he'd announced his intentions. Then had come the ridicule.

"You're past your prime, old man," he remembered one racer saying. "The wreck proved that much."

He certainly hadn't felt that way. But so many cars were saying the same thing. The fire that had driven him back to the track turned to drive him away from it. He'd left in a rage, not bothering to enter his name, and had vowed that day to never return. The Fabulous Hudson Hornet would never race again.

Instead he got a job as a mechanic in a small garage. When he'd saved up enough funds, he went to medical school, becoming a doctor of internal combustion. To his surprise, he found that he liked it much more than he'd thought he would. Engines became his fascination and his specialty. But however much he enjoyed being a doctor, it could not ever replace what he had lost. Once he had his degree, he simply reduced his name to "Doc Hudson."

He learned hard lessons during those years. He learned humility, how to care for his fellow car, and just how cruel the racing world was. He'd been blind to it while in it, but now he saw the truth. And he stopped missing the track so much.

Freshly out of his residency, he'd moved to a small town in Utah, intent on opening his own practice. In the early years, he'd been very successful, and he'd made friends. More friends that he'd ever had before. He'd forgotten about racing, forgotten what it felt like, and how much he missed it. He'd had a good life as a doctor. He had good friends, a good community, and a nice, quiet environment. Sure, Radiator Springs had fallen on hard times, but they'd make it. After all, they'd been here this long.

Then that no-good rookie hot-rod had come crashing into their town. Not only had he torn up Main Street into an unrecognizable slab of broken asphalt, but he'd awakened old hurts and longings in Doc Hudson. Hurts and desires that he'd thought were long buried in the sands of time, but were now exposed, raw, and every bit as painful as if his rejection by the racing world had happened just yesterday. Why had that no-good punk have to get lost here of all places? Why couldn't he have gone on to San Bernardino instead? Or Barstow? Or any other town along Old 66?

Doc Hudson hated the rookie. No, that wasn't right. He strongly disliked the rookie. The car was stupid, arrogant, and self-absorbed. He needed to be taken down a few notches and learn some respect and humility. Some actual racing skill wouldn't be too bad either. Not that Doc Hudson was going to teach him. Not after that first fiasco. What Doc Hudson actually hated was everything the rookie stood for. Everything that he reminded the old model of. And the fact that he had forced Doc Hudson to act on his ancient longings, just to stop the pain.

Doc Hudson swept the dirt in front of the rope starting line with his right front tire before settling low on his shocks with a tired sigh. It had been fifty-two years since he'd set his tires on a race course. Fifty-two years he'd kept his vow to never race. What was he thinking, coming out here? He didn't even know if his old engine could handle running that hard anymore. Sure, he'd taken care of himself. His engine was in good repair, he knew, but he was an old model now. Parts were going to start failing in his frame sooner or later. His gaze fell to the dirt just in front of his grill. He was past his prime. Too old to race.

"You're past your prime, old model."

Doc Hudson sat up on his shocks suddenly as the long-forgotten voice seemed to sound out from the desert surrounding him.

"Let the new cars move up!"

"Don't be so selfish."

"You had your time, and it's done now. The wreck proved that."

"Look here, old timer, you're history. Plain and simple."

Doc Hudson scowled at the remembered voices. His fender twisted into a grimace, and that old racing fire raged deep in his frame struts. He turned over his engine with more eagerness than he had in fifty years, and it responded with a smooth start-up. Long buried defiance and rage bubbled to the surface of his mind as he gritted his teeth and started driving up his rpms.

Old model am I? he thought furiously at the phantom cars from his past. Too old to race? Past my prime? You think I'm history? Well, eat my dust, you lemons!

A sudden roaring interrupted his furious thoughts. His rpm's were at 3500. His gaze widened at the feeling. It had been so long. He revved his engine again, feeling it send strong vibrations through it frame. It roared from beneath his hood, like a caged Jaguar. His face set in concentration, the Hudson Hornet sent his rpm's up to racing acceleration. The pitch of his engine at racing quality, shaking his whole frame, he released his rear brakes a split second before his fronts.

The Fabulous Hudson Hornet shot across the starting line and sped down the straightaway to the first turn. He shifted up into his upper gears as his speed increased. A fierce grin spread across his fender as he reached the turn, driving up the side of the small bluff until he was just about sideways. His speed kept him in position as he raced around Willy's Butte. Coming to the end of the first turn, the Hudson Hornet straightened out, coming down from the bluff's wall and shooting over three small hills. His shocks absorbed the impact completely, and he didn't lose any speed as he slapped down after the last one.

The Hudson Hornet raced down the straightaway, heading into the final turn. It was a tight one, on smooth, loose dirt. Cars often got into accidents on turns like these. Like the rookie, who'd underestimated this track's difficultly. Not him. This turn did not frighten the Fabulous Hudson Hornet. It was turns like these that allowed him to win so many races. As he came up to the point of the turn, he swung his front wheels as far to the left as they would go. He held them in that position until he felt his back end coming around in a seemingly uncontrolled skid. At that moment, he spun his front wheels all the way over to the right. In his signature move, the Fabulous Hudson Hornet turned a seemingly disastrous loss of traction into an impossibly tight turn. He rode the skid through the turn, not fighting it, but flowing with it and using it. He drifted sideways around the final turn, straightening out suddenly but not unexpectedly and with familiar ease.

The Hudson Hornet charged the last few hundred yards back to the starting line, turning sideways into a skid and expertly applying his breaks for a sudden, dramatic stop. He shut his engine down as the dust he'd kicked up settled slowly around and on him.

"Ah," he sighed, feeling the warmth of exertion heat his frame. "yeah." It was a pleasant feeling. Even more satisfying was the knowledge that he could still race as well now as he could in his youth. Fifty-two years of abstinence had not dulled his mind or technique. Maybe he would hold on to these old tires. Take them out for a spin every now and again. Just to stretch his old joints and keep him sharp. No one ever had to know.

Then came the hushed, awed whisper of Lightning McQueen.

"Wow…"