The next day they were at the airport to Japan.

Lightning's smiling face on a Team McQueen poster.

Later they were in Tokyo at the hotel's lobby.

There was a handwritten note in childish scrawl. Mater's voice began the note with the first sentence, but was dissolved into Lightning's voice.

"I'm so sorry for what I did. I don't want to be the cause of you losing any more races. I want you to go prove to the world what I already know - that you are the greatest racer in the whole wide world. Your best friend, Mater." he said.

He took this in.

"I didn't really want him to leave."

"Wait, there's more here." Luigi said and continued to read. "P.S. Please tell the hotel I didn't mean to order that movie. I thought it was just a preview and I didn't realize I was paying for it. P.P.S... That's funny right there - PP." Then he took a deep breath and continued to read. "There's a few more pages of P.S.'s here."

"Well, at least I know if he's at home he'll be safe." Lightning said turning back.

"Yeah." Doc said wondering what he's been doing.

Later that day they were at a small town in Italy outside Porto Corsa.

A quaint Italian piazza. A pristine Maserti fountain, complete with ancient trident, loomed in.

Luigi and Guido were looking at it.

"Guido, your eyes do not deceive you. We are in Italy. We are home!" Luigi said.

Sarge, Fillmore, Doc and Lightning exited a WGP transport truck.

"Hey, Luigi. Which way to the hotel, man?" Filmore asked.

"What? No friends of mine will stay in a hotel in my village. You will stay with my - Uncle Topolino!" Luigi said.

Uncle Topolino, a distinguished 1937 Fiat Topolino, rolled forward. He greeted them warmly with affectionate Italian salutations as word of Guido and Luigi's arrival spreads. The square FILLS with family and friends.

At dusk at Piazza there was a festive homecoming party. Lights strung across the square. Music and dancing. Fillmore and Sarge are at a dining table.

"How do they do it? These are the same ingredients as back home, but it tastes so good." Sarge said.

"It's organic, man." Filmore said.

"Tree hugger." Sarge said.

Doc shook his head smiling while Lightning walked along the periphery of the square and seemed lost in thought.

Doc noticed and decided to follow him.

"Racers." Uncle Topolino said.

Then he beckoned Lightning and Doc over.

"You look so down, so low. Is like your car has flat tires.

Mama Topolino, a hefty Italian grandmother piped up, a mile a minute then walked off, now a person on a mission.

"She said you look like you're starving. That she's going to make you a big meal, and fatten you up."

"No, Mama Topolino, please. You don't need to make a fuss!" Lightning said.

Too late. She disappeared inside her kitchen.

"Capisco. I understand. Is a problem, yes? Between you and a friend?" Uncle Topolino asked.

"How'd you know that?"

"A wise person hears one word and understands two."

Lightning took this in, impressed while Doc nodded.

"That, and Luigi told me. While Mama cooks, come and take a stroll with me."

The Uncle Topolino set the pace.

"I brought my friend Mater along on the trip. And I told him he needed to act different, that we weren't in Radiator Springs." Lightning said.

"This Mater. He's a close friend?"

"He's my best friend."

"Then why would you ask him to be someone else?"

Lightning thought about this and realized what he did.

"What did I do? I said some things during our fight..."

"You know, back when Guido and Luigi used to work for me, they would fight over everything."

Guido were dancing with a girl. Luigi suddenly they begin to ARGUE.

"They fight over what Ferrari was the best Ferrari; which one of them look more like a Ferrari... There were even some non-Ferrari fights."

Guido now lifted Luigi, cut back in.

"So I tell them, va bene. It's okay to fight. Everybody fights now and then, especially best friends."

"He's right, me and my friends would fight sometimes. After my crash we had a huge fight about me leaving. I had said I'm leaving and that got it. When I called them for the first time they were furious at me for leaving them." Doc said.

Lightning took this in and it seemed to take some small comfort.

"But you gotta make up fast." Uncle Topolino said.

Lightning's comfort quickly evaporated.

"No fight more important than friendship."

Guido and Luigi were now dancing together with the girl and her friend who has just arrived. They were all having a great time. They danced past them, crossing in front of Lightning and Uncle Tolono

"Chi trova un'amico, trova un tesoro." Uncle Topolino said.

"What does that mean?" Lightning asked.

"Whoever find a friend, find a treasure." Mama Topolino said when she arrived.

Mama Topolino dropped a tray of food in front of Lightning.

"Now, mangia! Eat!" she said smiling.

Lightning was taking all of this in, lost in thought as Uncle Topolino and Mama Topolino talked, then argued, then made up all in Italian all while Lightning sat there in a pensive face.

Later at the train tunnel Stephenson glide along, all business.

Finn, one hour to Porto Corsa.

That morning Stephenson emerged loudly from a tunnel. He powers forward, started his descent into Italy -

"You are looking live at beautiful Porto Corsa, Italy, on the Italian Riviera. What a magnificent setting for the second race of the World Grand Prix." Brent said.

At Porto Corsa, Italy helicopter beauty shots were over sweeping.

"Well Brent, they call this place "The Gem of the Riviera," and it's easy to see why." David said.

A local fishing boat chugs through an idyllic waterway, beneath bridges that connect hillside villas.

"With its secluded beaches and opulent casinos, Porto Corsa truly is a playground for the wealthy." he said.

A long line of rich-looking people in the harbor.

And everyone who's anyone is here today.

Rich people walk past pricey shops.

"From the ultra-rich and super- famous, to world leaders and important dignitaries.

The popemobile, visible in a crowd, walked through town.

"You aren't kidding, David. You can't do a three-point turn around here without bumping into some celebrity!" Darrell said.

There was a helicopter shot of the Casino.

"Welcome everyone to the second race of the World Grand Prix!" Brent said. "The big news continues to be Allinol. Sir Miles Axlerod spoke to the press earlier today to answer questions about its safety." - Miles Axlerod, at a podium, addresses the press throng. He looks a bit exasperated.

"An independent panel of scientists has determined that Allinol is completely safe. Okay? Safe! There it is." Miles said.

"So the race will go on, folks."

Race graphics showed Francesco with 10 points at the top of the race standings.

"But the question everyone is asking: Will the real Lightning McQueen show up today?" Darrell said.

On the track as the racers begin to get into position on the grid.

"Well, he better. Talk about a home- track advantage. Francesco Bernoulli grew up racing on this course." Brent said.

"Signore e signori, in the pole position, numero uno... The crowd is cheering already, knows who this is. ... Francescoooooo!" an Italian track announcer said.

The Italian crowd roared and chanted for their hometown hero.

"Bellissima! Thank you for your support." Francesco said then looked at Lightning. "And your big mistake, McQueen!"

Lightning missed this comment while he approached his grid position, lost in thought.

"In the secondo position. Numero novantacinque. Lightning McQueen!" an Italian track announcer said.

Cheers not so thunderous, obviously from the crowd. McQueen doesn't seem to notice.

In Lightning's pit his team exchanged looks, worried.

"Lightning? Is everything okay?" Doc asked.

"If you're worried about your cars fuel, man, don't. It's perfectly safe." Filmore said.

Back on the starting grip,

"No, guys, I just really wish Mater were here." Lightning said.

"Francesco understands, McQueen." Francesco said then parked next to him, grinning.

"Oh, great. Here it comes. What've you got, Francesco?"

"For famous racers like Francesco and well... you, to be far away from home is not easy."

"I think you forgot the insulting part of that insult." he said with his arms crossed and an eyebrow up.

"Is no insult. When Francesco is away from home, he misses his mama just like you miss your tow truck amico."

"Gee, I maybe misjudged you, because that's exactly how I -"

"Of course, I am at home. And my mama is right here."

Francesco referred to his mama who sat in a special box in the crowd, cheering him on, blowing him kisses.

"Mama! Don't worry, Mama!" he yelled. "McQueen is very sad! I will beat his cry-baby bottom today!"

"And there's the insult we were missing. Grazie!" Lightning said rolling his eyes.

A few seconds later the light clicked from red to green and the racers took off.

Lightning and Francesco battled for first place.

"The racers are now making their way around the hairpin, and headed downhill toward the casino bridge." Brent said.

Lightning and Francesco flew past everyone.

"Right this way, signore." Press Liasion said.

"McQueen!" Mater said in distance.

"Mater?" Lightning said surprised then looked up but could only see a sea of vehicles, flashbulbs, cameras and TV trucks with those tall satellite antennae things that spindle toward the sky...

"McQueen!" Mater repeated.

"That really sounded like Mater. Mater?" Lightning said to himself.

"Signore..." the press Liasion said then got sight on Lightning. "Okay, he's positive that was his friend, but where is he?"

"Mater?!" Lightning said.

Then he spotted Mater, moving through the crowd toward him, "Jaws"-like. So he got out of his car and ran to him.

"Excuse me." he said and disappeared into the press crowd.

"No, no, where are you going? Please, Mr. McQueen!" Press Liaison said.

Lightning pushed through the press.

"Scusi. Mater! Scusi..." he said then tracked him and got closer.

He pushed through the last few people.

"Mater, I'm so glad to see you. I'm so sorr -" he started but saw that It's not Mater. It's Ivan, the Hugo Thug's tow truck driver.

"Lightning McQueen! I am a huge fan." Ivan said.

"Oh, I'm sorry. I thought I heard-" Lightning said confused.

"Yes, but that was me. I said, "You killed out there today." You're the best." Ivan said.

"What? Oh. I mean, thanks." he said.

"Right this way, signore -" Press Liaison said while he and his assistants pushed Lightning back in the other direction.

"I really thought I heard my friend." he said as he walked away.

As he was pulled away, press and onlookers started to come between him and Ivan, who hasn't moved.

"In England you'll be finished. At the finish line." Ivan said to Lightning.

Ivan was now obscured again.

"Wait, what?" Lightning asked.

The Italian press was being to swarm.

"Please, the world press is waiting. You come with me, please." Press Liaison said as he pulled back.

"You done good! You got all the leaves!" Mater said.

"Check out that man." someone said.

"I wonder who that guy's with?" someone else asked.

"Will you guys excuse me just for one little second?" Lightning said humiliated. "Mater?!" he continued embarrassed.

All the racers with Francesco front and center, guffaw at Mater.

Lightning was now scolding Mater moments later.

"I never bleed. Never." Mater said.

"Mater, you have to get a hold of yourself. You're making a scene!"

After the Japanese race they went to Lightning's pit garage.

"Wait a minute. I didn't screw you up, did I?" Mater asked.

"I lost the race because of you!" Lightning yelled angry.

"Maybe if I talked to somebody, or-" Mater started but was cut off.

"I don't need your help. I don't want your help!"

Back at the party, Mater was banging a ceremonial gong, to the horror of Japanese guests.

"Bang a gong, get it on!" he said then hit them again

GONNNNNNG! -

On the partygaers racers party staff they're all laughing at Mater as Lightning's final words blend in, making a dissatisfied cacophony.

"Listen, this isn't Radiator Springs. This is exactly why I don't bring you along to these things!" he snapped.

Off the gong at the party.