Sheriff sat in front of the phone, his engine idling. He hated what he was about to do, he sighed. He had no choice this one was for McQueen. He switch his engine off as the phone rang,

"Department of Homeland Security Head Chief of Black Ops Granger Wilson."

Sheriff hated that voice,

"Granger…Its Sheriff Carson…Remember me?"

The line went silent.

"How…how did you get this number?"

"Why aren't your people doing anything about this terroristic attack on TV Granger. A kid died already; you really want more oil on your tires?"

"We have more urgent matters to attend to, once the 4…well 3 are dead, he will be out of ammunition, he'll have to give up."

Sheriff growled,

"Until he moves on to normal civilians just to prove a point, I suggest you start doing something instead of sitting on your fat tires doing nothing."

"Is that a threat Sheriff?"

"More like a warning, I have information on you Granger. Do it or I release it."

"You got nothing on me."

Granger chuckled on the other line,

"Bronx."

Sheriff listened, that one word had shut the arrogant car up.

"I don't know what you are talking about."

The car stammered as a click could be heard, Sheriff smirked no doubt he was switching from the recorded line.

"I would tell you Granger, but I don't think you want that information out on the open-air waves…now do you?"

The line went silent again,

"I'll see what I can do."

"Do it fast."

The line went dead, Sheriff back away from the phone. His grief over McQueen overriding his feelings for what he had just done.

…………………………

Holley drove quietly over to the door where they had thrown McQueen, it was a heavy, re-enforced steel door. She studied it for a second, it was like Mile's didn't want anyone getting in…or possibly out. She shook her hood; she would worry about that later she had another mission to attend to first. She drove slowly over to the elevator. This was the only way down? She looked in her mirrors, she had exactly 52 minutes to figure this out before someone else would be hauled up here. Her computer blinked as she pulled up the screen, a message? Hadn't her communications bee cut off? She opened it,

"DHS?"

She whispered reading it, the message had informed her that the DHS was on the case and that she should cease her efforts by sending them her coordinates and waiting, Holley scoffed. She had come this far; she would send them coordinates and that would be it.

…………………………

Doc was infuriated to the point his vision looked red, had he been a few years and a few miles younger he would have broken through the boots that held him. His check engine light was blinking, indicating something was now going terribly wrong. Doc ignored his, his vision fixed on Miles. He stared at the Ranger Rover, his body shaking from the anger that filled him.

"He was just a kid you fiend!"

Mile shrugged,

"Kids grow up and become problems that the world has to deal with, the way I see it I just rid the world of one more arrogant race car, and we are all the better for it."

"He was worth more than 10 of you, he had more humility and self- respect!"

Miles rolled his eyes,

"Old timer do your self a favor and shut up. Your threats are meaningless to me and they won't bring your buddy back."

Mater kept his eyes on his panel, not for any particular reason but he could bare to look up and see the line of fluid that trailed from where they had drug McQueen. Mater didn't even feel the pain of his burning axles anymore his brake lines had blow out causing the fluid to leak everywhere. His fuel lines were far behind, he didn't care all he could think about, all he could hear, see as McQueen in screaming in flames.

Finn looked over to Mater, he wanted to say something but couldn't find the words. 47 minutes, that was all they had till another one of them went up in flames. He looked to his hood, the over whelming feeling of guilt consumed him. His rearview mirror clicked; he furrowed his eyes looking around to make certain no one was watching. He looked up above him, something had hit his mirror. Miles had made sure to disable his weapons and computer systems. Finn narrowed his eyes; a sparkle of purple caught his attention.

"Holley."

He murmured to himself. A slight feeling of relief flooded him, now if she could just be careful and not get caught.

…………………………

Holley looked at her timer 42 minutes, she had to think of something and quick. The lights above her flickered softly. Of course! A place like this would run on a generator! She drove quietly out of the building to a side structure, inside was a large generator. She smiled aiming her stun gun and blasting the generator.

Sparks flew as the generator whined, it creaked and crackled for a moment until it finally shut down. All the lights went black.

Now was her chance.

…………………………

The dynos began to wind down; gas began to fly out of each of the cars tanks.

"What happened?"

Miles and the others flicked on their headlights.

"Generators out boss."

Miles turned to them,

"Well then go fix it!"

Miles growled as the cars fled up the elevator and around corners. Doc took in a breath, finally some rest. Gas spewed out from his gas cap and onto his paint. The gas felt cool on his steaming chassis and though it wasn't the idle bath he wasn't complaining. He looked to Mater, with the dynos coming to a stop and their systems settling Doc was aware of more things broken on himself and he could tell just by looking at Mater that things weren't right with him either.

Mater felt weak, not just his body but everything his mind, his heart, everything. He didn't move. His gaze never shifted as the dyno slowed down. He felt the pain though he didn't care, Doc and Finn had flicked on their headlights, Mater didn't even bother.

Miles was growing agitated,

"What is taking so long!"

He stormed out of the room leaving the three cars alone. Finn looked at the other two, their headlights provided a bit of light, but it was namely still dark.

"I want to apologize for…"

"Shut yer mouth."

Mater startled both Finn and Doc by speaking in such a harsh tone, the tow truck looked over at the Aston Martin and if Finn was perfectly honest it sent a shiver up him.

"Every time you talk to me you pull me into somethin', and this time it went to far! So just sit there and keep yer trap shut or I'll shut it for ya!"

Maters voice was low, deep. Doc blinked, he had never heard the Tow Truck sound so, so evil before. Finn looked at Mater.

"Mater please I…"

"Finn, I swear on my mother I will kill you."

Finn felt like someone had run him through with a knife. He didn't blame Mater but to hear the words out loud just made it all that more real.

Doc was shocked with Mater, the normally happy go lucky truck was down right angry, that was too soft a word for it. The tow truck was infuriated. The three looked up as headlights came down the elevator.

"Whew, I forgot when I took the power out, I would have to manually work that thing."

Holley smiled as she drove around to the,

"I'll have you out in a second"

Holley released Mater's hold first, then Finn, then Docs.

"Come on we have to get out of here."

"Not yet."

Both Mater and Doc sounded in unison. Holley looked at them.

"What?"

Mater's eyes were still narrowed, despite the many injuries he and Doc held their ground.

"We aren't leaving until Axelrod is dead and we get McQueen's body back."

Doc growled. Holley looked at the two,

"I understand how you feel, but if you kill Axelrod, you'll be no better than him."

Mater looked at her right in the eyes,

"Maybe I never was."

Holley shivered,

"Mater you are scaring me, Finn say something… Finn."

Holley backed around to look at the Aston Martin, Finn glanced up at her only to drop his gaze immediately.

"What's wrong with you?"

Mater huffed,

"He knows better then to talk right now, or I'll kill him to."

Holley back up,

"Mater… You are really scaring me what's going on?"

Mater had his tires turned inward, with his brake lines blown he had no way of stopping. He turned his wheels out and slowly rolled toward her.

"He drug you into this too, I don't blame you, But him… he best get out of my way."

Finn kept his gaze down, Holley jumped in front of him.

"if you want to hurt him Mater, you'll have to hurt me too."

Doc just sat; truth was he hated that Finn car too. From what had been said it sounded like this was his fault. Doc looked to the corner where they had drug McQueen, he drove over to it. His body aching and pleading with him to stop as he came around the corner. Another elevator shaft? This one was electric, no way to use it. A sudden bang from over head caught everyone attention. Doc came back into the main room,

"FREEZE FBI!"

They hurt metal clanging and scraping and gun shots up head for a few moments before it finally settled.

"Agent Holley Shiftwell do you copy?"

Holley smiled,

"Yes, we are down in the basement, the elevator on the west wall you'll have to operate it manually."

After a few moments the place was swarming with agents and medical personnel. Doc and Mater had tired to protest but ultimately had been overruled in the end when they were forced onto ambulances.

Doc's body swayed slightly as he was rushed with the others to the nearest hospital, it would be several days if not weeks before they would be allowed to go home. He knew himself alone would require some surgery and possible a new engine block. Now in the back of the ambulance the sirens wailing as they rushed down the streets of Japan, Doc finally felt it. The pain of the grief,

"No McQueen, no…"

He finally let the tears fall over his hood, the rage that had been building over flowed its self into uncontrollable grief. He didn't care who saw him now, he didn't care what anyone thought. McQueen was gone, his friend, his protégé, his son.

Mater was in an ambulance just behind Doc, the tow truck anger only grew with every mile they got away from that house. He wanted to kill Miles, watch the life drain from his eyes. McQueen's screams echoed in his mind, driving him, pushing him to stay alert to stay angry.

"I'll revenge ya buddy, I promise."

Finn sat quiet in the back of the ambulance, he was just about tired of hospitals and being poked and prodded now. Though he supposed he deserved it. Holley had tried to talk to him to tell him it wasn't his fault that Mater was just angry and grieving but he couldn't believe it. His head told him Holley was right, but his heart told him she was wrong.

………..

"Sir over here!"

One of the agents called over to Granger. Granger rolled over to the large, thick metal door.

"Its unlocked from the generator going out."

Granger nodded,

"open it."

The cars and trucks all lined up; guns aimed as the heavy metal door swung open.

"what in the name of…. Get more ambulances down here stat!"