The next morning Sally exited her building and the whole of all coming out of their tents, all dressed in their regular outfits. Then, they all heared Mater, who was heard laughing and cheering.

"Wow!" Sally said and the team then went to the crossroad and saw there is flat tarmac on the part of the road from the courthouse to the end of the crossroad. Mater was driving around on the tarmac.

"Mornin', Sally! Hey, look at this here fancy new road that Lightnin' McQueen done just made!" Mater said.

"Yes! Ahmm. Amazing!" she said

Luigi and Guido stood there impressed at the new tarmac. Then Ramone, who has changed his car from purple to green. Ramone drove on the new tarmac, lifted his front up.

"Yeah!" he said then sighed and moved his front back down.

"Oh, Ramone, Mama ain't seen your car that low in years." Flo said.

"I haven't seen a road like this in years." he said.

"Well, then let's cruise, baby." she said and went in his car.

"Low and slow." he said when she got in.

"E Bellissima!" Luigi said in italian. "It's beautiful! Guido, look, it's a like it was paved by angels. Oh!"

"Oh, I tell you what. I bet even the roads on the moon ain't this smooth." Mater said.

"Doc, look at this! Should a tossed him into the cactus a lot sooner, huh?" Sally said when he came standing next to her.

"Well, he ain't finished yet. Still got a long way to go." he said looking in front of him.

Sally and Doc then turned around and noticed that Lightning still had the pave the rest of the road. Then they watched all of the others driving their cars on the tarmac. Luigi was being towed by Mater.

"Guido, look at Luigi!" Luigi said. Then Mater let go, and Luigi slid across the tarmac at the crossroad. Luigi drove back and forth once across the tarmac, then chuckled. "This is fantastico!"

"That looks like fun! Mater, I got dibs, next turn!" she said then hopped in her own car and headed to Mater.

"Hey, Luigi, this new road makes your place look like a dump." Lizzie said.

Luigi groaned.

"That crazy old devil woman." he sighed as he and Guido got shocked at the look of their store. "She's right!"

Sally shrieked and slid along the tarmac and back the other way.

"Guido!" Luigi said.

"Huh! That punk actually did a good job." Doc said while he looked at the road then noticed Bessie on the other road. "Well, now... where the hack is he?"

So he hopped onto his own car and went to look for him.

When he found him he saw Lightning was in the desert driving on the same dirt road used for the race track. He then walked to Sheriff, who was watching Lightning.

"Sheriff! Is he making another run for it?" he asked.

"No, no. He ran outta asphalt in the middle of the night, asked me if he could come down here. All he's trying to do is make that there turn."

Lightning slid off the track and onto the dirt

"NO NO NO NO! Aw, great!" Doc laughed while Lightning drove back onto the track. "Perfect turns on every track I've ever raced on."

"Sheriff, why don't you go get yourself a coffee and car a quart of oil at Flo's. I'll keep an eye on him." Doc said.

"Well, thanks, Doc. I've been feeling a quart low and am getting a little thirsty. Sheriff said then hopped into his car and drove back to Radiator Springs.

Lightning was with his engine revs as he still tried to make the final turn. But again, he slid off the track onto the dirt.

"AAH!" he yelled.

His side had dust filled evrerywhere. When it cleared, he had a tumbleweed on the top and spit dust out he got in his mouth. Doc then walked in front of him as he moveed the tumbleweed off.

"This ain't asphalt, son. This is dirt." Doc said.

"Oh, great. What do you want? You hear to gloat?" Lightning asked then waked past slowly to his car.

"You don't have three-wheel brakes, so you got to pitch it hard, break it loose and then just drive it with the throttle. Give it too much, you'll be outta the dirt and into the tulips."

Lightning turned around. "So you're a judge, a doctor and a racing expert."

'You have no iea.' Doc thought.

"I'll put it simple. If you goin' hard enough left, you'll find yourself turnin' right." he said instead.

"Ooh, right, that makes perfect sense. Turn right to go left! Yes! Thank you! Or should I say, "No thank you"? Because in Opposite World, maybe that really means, "Thank you"!" Lghtning said then his smile turned to a frown, then he started his engine and drove off, and scoffed. "Crazy grandpa car. What an idiot!"

Doc groaned as he then hoped back into his car and drove away slowly back to Radiator Springs with his feelings hurt by Lightning.

'I was just trying to help kid.' he said.

While Lightning was driving around the first corner, and he looked towards Doc driving off.

"Turn right to go left." he said to Doc, as he drove away slowly back to Radiator Springs. "Mm..." he said then moved his front wheels right, but then suddenly went right. "OH!" He then drove off the side, stayed still in midair for a second, and fell down into the valley. "WHOA!" Then he wound up in another cactus patch and some pices came off and got some pieces on his arm. "OW! Oh, that-" he started as he took the pieces off. Then, a cactus fell and crashed on top of him. "OW!"

Later on Lightning was covered with little bits of cactus around his car as he continued pulling Bessie along the road, while "Find Yourself" is playing.

"Turn right to go left. Guess what. I tried it. You know what? This crazy thing happened... I went right!" he said to himself. "You keep talking to yourself, people'll think you crazy!" Lizzie said.

"Thanks for the tip."

"What? I wasn't talking to you!"

Luigi and Guido were decorating their store, with helping them. Luigi was cleaning the windows from inside while are cleaning the windows from outside, while Guido is holding two rollers dipped in green paint from two trays and paints the wall beneath the windows. Sally then comes to them.

"Oh, Guido, e bellissimo!" Sally said smiling.

"Che cosa?" he asked.

"It looks great! This is great!"

"Ti piace, eh? Si, si, bellissimo."

Then Luigi came out, happy on Sally's comments. Meanwhile, Mater uses his hook to get the 'Tow Mater Towing & Salvage' sign upright while and watch him.

He groaned as he pulled his sign upright, then his truck passed gas. "Oh, Lord!" Then the sign tilted to the other side. Mater laughed. "Huh?"

"Mater?! I need you to watch the prisoner tonight." Sheriff said.

"Well, Dad Gum! Wait a minute, what if he tries to run again?" he said.

"Just let him run outta gas and tow him on back. But keep an eye on him."

"Yes, sir!" he said and closed one eye, and keeps the other open. "Unh!"

Sheriff sighed and drove away.

"While I'm stuck here paving this stinking road, chick's in california schmoozing dinoco. My dinoco!" Lightning said then heard something. "WHOA WHOA WHOA! Who's touching my car?!"

Guido then popped up beside him. He was spinning each of Lightning's car's tires to get the cactus bits off them, and used a spray can on the tires.

"You have a slow leak. Guido, he fix. You make a such a nice new road. You come to my shop. Luigi take a good care of you. Even though you not a Ferrari." Luigi said to him. "You buy four tires, I give you a full size spare absolutely free!"

"Look, I get all my tires for free."

Luigi chuckled and gasped.

"I like your style, Eu? You drive the hard bargain. Okay, Luigi make you a new deal. You buy one tire, I give you three for free!"

Sally was watching them, then she turned around to see Flo amazed with Ramone cleaning a fence around a house beside Ramone's House of Body Art.

"Aw... Would you look at that? Ramone, Ramone!" Flo said.

Ramone chuckled.

"Then Luigi make you a new deal."

Sally then looked towards Red cleaning the Leaning Tower of Tires with his water, while Lightning and Luigi continue talking.

"No, no, no, no. Deal me out. Pass. No, thank you." he said.

Back with Lightning, Luigi, Guido.

"No, no, no, no, no. This is it, my last offer. You buy one tire, I give you 7-a snow tire for all free! Done. You interested, you call me. You know where I am." Luigi said.

Luigi and Guido then left and Lightning exhales deeply. Suddenly, a burst of water is shot out at Lightning, causing most of the cactus pieces on him to come off.

"Stop! Let me-!"

Then the water stops, as Lightning coughed.

Sally and Red, who was shooting water at Lightning to get his car clean.

"Oh, Red! You missed a spot, see it right there? On the hood right there." Sally said noticing a cactus piece on Lightning's car's hood.

"No, no!" Lightning said.

Red then started shooting water at him again, struggling to get the cactus piece off his hood.

"NO! Stop! Stop! That cold! Help! Please stop!"

Finally, the cactus piece came off, and Red stopped. Lightning coughed and sputtered.

"Thanks, Red." Sally said.

Red nodded then left.

"What was that for?!"

"Do you wanna stay at the Cozy Cone or what?" she asked.

"Huh?" he said confused.

"And if you do, you gotta be clean. 'Cause even here in hillibilly hell we have standards."

"What, I-? I don't get it."

"Nothing I just thought I'd say thank you for doing a great job. So I thought I'd let you stay with me. I mean, not with me! But there. Not with me there, but there in your own Cozy Cone. And I'd be in my cone, and it's..."

"Wait. Wait, you're being nice to me.

"I mean if you want to stay at the dirty impound, thats, thats fine. You know, I understand you criminal types."

"No, no, no, no. That's okay. Yeah, the Cozy Cone." he said and looked at the Cozy Cone Motel.

"Eu, it's newly refurbished."

Lightning chuckled. "Yeah, it's like a clever little twist the motel's made out of caution cones, which, of course, cars usually try to avoid, now we're gonna stay in them." Then he chuckled again. "That's funny."

"Figure that all out on your own, did you?" [Then she turned around and walked back to the motel. "Cone number one, if you want."

He groaned and noticed a tattoo on Sally's back.

"Hey, do I spy a little pinstriping tattoo back there?"

"OH!" she said and turned around and giggled, then walked backwards. "That's just a-" Then she bumped into a pile of cones, with one on her roof. "OH!" Lightning and Sally laughed. "Oh, You saw that?" She giggled. "Yeah! Just gonna be going." Then she walked backwards to the door of the building. "Gonna..." she started as the cone on her head came off as it hit the door. "Yeah."

Then Lightning grinned. Mater was standing right next to them.

Lightning gasped as Mater starts talking. "You know, I once knew this girl doreen. Good-looking girl! Looked just like a jaguar, only she was a truck! You know, I used to crash into her, just so I could spoke to her!"

"What are you talking about?"

"I don't know. Hey, I know something we can do tonight, 'cause I'm in charge of watching you!"

"No, Mater, I gotta finish this road, and I have to get out of here."

"Well, that's all right, Mr. I Can't Turn On Dirt. You probably couldn't handle it anyway."

"Whoa, whoa, easy now, Mater. You know who you're talking to? This is Lightning McQueen. I can handle anything."

Later that night Lightning and Mater on top of a hill.

"Mater, I'm not doing this." Lightning whispered.

"Aw, come on, you'll love it." he said and chuckled. They were on a field full of sleeping cows. "Cow-tippin's fun!"

Cows snoring.

"This is ridiculous."

"Alright, listen, when I say go, we go, but don't let Frank catch you, GO!" Mater said to Lightning then drove towards the field.

"Whoa! Whoa, whoa, whoa! Wait, Wait, Wait! W-Wh-Who's Frank?" Lightning asked as Mater continued driving, and entered the field. "Mater! Wait, Mater!" he whispered and then followed Mater.

"Okay, here's what you do, you just sneak up in front of them, and then honk? And they do the rest. Watch this." Mater said and quietly drove towards a cow, and honked his horn loudly. One of the cows woke up and leaned up then mooed, then landed on its back. Then gas is heard sloshing, and the cow farted. Mater laughed loudly.

"I swear, cows is so dumb! I tell you what, buddy, you don't get much better than this." he said after he calmed down.

"Yep, you're living the dream, Mater boy."

Then Mater drove away towards another cow, jumped up into the air, landed back on the ground, and honks his horn. Cow 2 woke up. Leaned up, mooed, and landed on its back. Mater then drove back to Lightning and the team, and posed himself for the cow's gas sloshing and the backfiring. Mater laughed again.

"I don't care who you are, that's funny right there." he said to the team, to Lightning. "Ah, you turn, bud."

"Mater, I can't. My car doesn't even have a horn."

"Baby?"

"I'm not a baby!"

Mater started clucking.

"Fine. Stop, Stop, Okay? Alright, I'll do something." he said to Mater.

Then Lightning drove slowly towards a cow. He stopped in front of it, and just watched. Cow 3 snored, he looked shocked, then he looked towards and Mater, who grinds and moved his truck towards the cow. Lightning sat in his car beneath the cow's undercarriage as and got prepared to do something. Then he revs his engine loudly. Cow 3 woke up. Then all of the other cows woke up. Cows exclaimed, and leaned up all land on their backs. Then the cows gurgled as Mater and Lightning then looked toward each other. Then the cows all backfire, one by one. After one second, the last tractor remaining backfires. Then Mater and Lightning laughed. Then an angry moo was heard in the distance as they both stop laughing. In a bush, another moo was heard.

"... That's Frank." Mater said and drove away, while they stood still.

Then the bushes got shredded as Frank, a combine harvester appeared and noticed our heroes. Frank bellows angrily.

"AHH!" Lightning yelled then drove away.

Then they drove away, while they rev their engines, turn around and drove away quickly as Frank chased them. Frank bellowed. He got closer to Lightning, who then went faster as he noticed. Then he caught up to Mater, who was laughing.

"RUN!" Mater said and continued laughing. Then they headed towards the fence and turned to the left as Frank continued chasing them. Frank bellowing, Mater laughing. Frank was then seen from his side as he gained on Lightning and the team. "Run, he's gonna get ya!" Mater said as they came towards another end of the field where there was one piece in the fence, and they drove through it. Lightning screamed and Frank stopped as he came towards the edge of the field, and Lightning and the whole team stopped and then drove away on the road with Mater back to Radiator Springs. Mater was laughing.

Sally was inside the Cozy Cone Motel then saw moving on the wall. She gasped and noticed the shadows. "Customers!" she said and walked towards the door, turned on the neon lights, and noticed a light saying "no" going off and coming back on, turned the lights off, turned the lights on again, but the "no" light was on before and turned off when the other lights turned on. Then she saw Mater, Lightning and in the distance driving, walking and fluttering along the road.

"Tomorrow night we can go look for the ghost light!" Mater said smiling.

"I can't wait, Mater." Lightning said.

"Oh, yeah, I'm telling you!" Mater said. As Mater talked, Sally, who noticed them, sighs, grins and walked back into the building. "Oh, boy, you gotta admit that was fun!"

"Oh, Yeah Yeah."

"Well, we better get you back to the impound lot."

"You know, actually, Sally's gonna let me stay at the motel."

"Aw. Getting cozy at the Cone, is we?"

"Oh, co-No, No, Are you kidding? Besides, she can't stand me." Lightning scoffed. "And I don't like her, to be honest."

"Yeah, you probably right: "HEY, LOOK, THERE'S MISS SALLY!"

"Where-Where?!" he said looking around.

Mater burst out laughing and Lightning groaned. "You're in love with Miss Sally!"

As they talked, Sally turned to see them from inside the building. "No, I'm not."

"Yes, you do."

"No way."

"Way."

"Come on, look..."

Mater turned around and drove backwards. "You're in love with Miss Sally! You're in love with Miss Sally!"

"Okay, that's real mature Mater, real grown up."

"You love her! You love her, you love her! You love her, You love her, You love her!"

"Wait... Alright, okay, Mater, Mater, Mater, no!" Mater laughed and Lightning noticed Mater was driving backwards. "Will you stop that?!"

"Stop what?"

"That's driving backwards stuff. It's creeping me out. You're gonna wreck on something."

Mater stopped moving. "Wreck?! Shoot, I'm the world's best backwards driver! You just watch this right here, lover boy." Then he drove backwards with his lights on, drove towards one of the Cozy Cones.

"What are you doing?! Watch out, Look out! Mater?!" Mater then drove around the cone. "Mater!" Mater laughed as he drove around a few more cones. "Mater! Sally watched as Mater drove around the building. Finally, Mater drove backwards onto the desert ground, stops, and starts spinning. "Hey, take it easy, Mater!"

Mater screamed happily. Then stopped spinning, and drove backwards into the forest, laughing. He grunting and blubbering, and jumped high up into the air in front of the full orange Moon.

Lightning started laugh. "He's nuts!"

Mater continued driving back to Lightning and while still going backwards. "No need to watch where I'm goin'!" Then he jumped and turned around as he stopped in front of Lightning. "Just need to know where I've been." Then he turned his lights off.

"Whoa, that was incredible! How'd you do that?"

"Rear view mirrors. We'll get you some, and I'll teach you if you want."

Lightning chuckled. "Yeah, maybe I'll use it in my big race." Then he drove along.

"What's so important about this race of yours, anyway?"

Lightning stopped moving, and turned his head around. "It's not just a race. We're talking about the Piston Cup! I've been dreaming about it my whole life! I'll be the first rookie in history ever to win it. And when I do, we're talkin' big new sponsor, with private helicopters. No more medicated bumper ointment. No more rusty old cars."

"What's wrong with rusty old cars?"

"Well, I don't mean yours, Mater. I mean other old cars. You know? Not like yours. I like you."

"Nah, it's okay, buddy." he said to Lightning and waved his hand. "Hey, you think maybe one day I can get a ride in one of them helicopters? I mean, I've always wanted to ride in one of them fancy helicopters."

"Yeah, yeah, yeah, sure, sure."

"You mean it?" he said smiling wide.

"Oh, yeah. Anything you say."

"I knew it. I knowed I made a good choice!"

"In what?"

"My best friend."

Then Lightning smiled at this.

"See you tomorrow, buddy!" then he turned on his lights, swung his hook, and drove backwards around Lightning and back to his home. Mater was singing as he drives backwards. "Lightning and Sally sittin' in a tree, K-i-s somethin'-somethin'-somethin'-t!"

Lightning laughed then flutter and drove toward the Cozy Cones, as he tried to go backwards and looked behind. "Whoa, whoa, whoa." Sally watched them all going to their Cozy Cones. "Now then..." he looked around to find his cone. "Number 1, number 1!" He looked around and tried to find it. "Oh, Number 1!" When he found Cone number one, he got out and locked his car then walked into the house. drives into the cone and looks around as Sally came to him. "Ha, this is nice."

"Hey, Stickers!" he screamed and Sally shrieked. "I'm sorry!"

Lightning turns around. "Whoa! You scared me, you gotta be careful."

"I scared myself scaring you scaring me."

"I mean, I wasn't like "scared" scared."

"No, of course not. Not."

"I was more..."

"Just I overheard you talking to Mater."

"When? Just, just now? What, what did, what did you hear?"

"Oh, just something about a helicopter ride."

"Oh, yeah. Yeah, he got a kick out of that, didn't he?"

"Did you mean it?"

"What?"

"That you'll get him a ride."

"Oh, who knows? I mean first things first. I gotta get outta here and make the race."

"Uh-huh. You know Mater trusts you."

"Yeah, okay."

"Did you mean that?"

"What?"

"Was it just a "Yeah, okay", or "Yeah...okay" or"Yea-yeah, okay"?"

"Look, I'm exhausted. It's kinda been a long day."

"Yeah, okay. Good night." she said and turned around then walked back to the building.

Lightning grunted as he remembered what asked him to do. "Ah... Hey, thank you."

Sally stopped, and turned around. "What did you just say?"

"You know, thanks for letting me stay here. It's nice to be out of the impound, and this is... It's great. Newly refurbished, right?"

"Yeah."

"Good night."

"Good night." Then she walked back to her building, and giggled. Then Then he closed the door on the cone.