Author's Note: This is another longer chapter! I changed up a couple details from the movie but nothing too different. Obviously though, since Doc is still there the biggest difference is that Smokey takes more of a passive role in this part.

Once they were on their way, Doc noticed a trophy on the floor of the trailer that appeared to be broken, with a somewhat juvenile 'repair' job. It was mostly gold, or at least gold plated. On top were two tires in the shape of an "8", with flames, loosely attached to the pedestal with black tape.

"I don't recognize this trophy, Lightning. Is it yours?"

Now it was Lightning's turn to be embarrassed. "Actually, it belongs to Cruz. She won that demolition derby at Thunder Hollow."

"Oh yeah? Impressive. But why is it broken?"

Lightning looked sheepish. "I may or may not have had something to do with that."

Doc gave him an incredulous look. "And this is your way of fixing it?"

"Hey, it's not like I had a whole lot of options."

"We're gonna have to get that fixed as soon as we can and get it back to her." Doc continued looking at the broken trophy. "I wonder why she keeps insisting that she's not a racer. She has a lot of potential."

"Yeah, well, she wanted to be once, but I guess she didn't have enough confidence in herself."

"That's too bad. No one tried to tell her otherwise?"

"I got the impression that she didn't have much of a support network."

"A little encouragement from the right people can make a world of difference." That seemed to strike a chord with Lightning, who fell silent for a minute before speaking up again.

"Hey, thanks for coming out here and getting Smokey to help me. I know how private you like to be. Facing your past like that was probably hard."

Doc smiled. "Well, you're not wrong, but it's not like I would have done that for just anyone."


They met up with Sally, Mater, and the rest of the team once they got to Florida International Speedway. Cruz was apparently already there but Doc had yet to run into her. However, he did run into someone else.

"So, you must be Doc Hudson!" Said an enthusiastic voice.

"So, you must be Sterling," Doc responded, recognizing the silver car from the TV clip.

"If I may just say, it is an honor to finally meet you. I consider myself a big fan of yours."

"That's…mighty flattering." Doc replied politely. Something about Sterling rubbed him the wrong way. He didn't doubt Sterling's words, but considering the ultimatum he gave Lightning, Sterling seemed like the type of car that usually put his business interests ahead of any personal feelings.

"Well, I don't want to take up too much of your time. I know you probably have a lot on your mind."

"You could say that," Doc said. No thanks to you apparently, Doc thought to himself.

"I'll leave you to it then. I'm expecting great things out there!" Sterling said as he turned to leave.

Doc watched him go and then heard voices coming from the pit area.

"Nice costume!" Jackson Storm was saying to Cruz, "Always nice to meet one of my fans!"

"She's not a fan, Storm," Doc heard Lightning reply.

"What do you want, Storm?" Doc said as he pulled up to investigate. "You tryin' to aggravate my racer?" They dealt with his attitude most of last season. Doc wasn't about to put up with it again this season.

"Not at all. I'm just here to congratulate McQueen on his retirement! I hear he's selling mud flaps after today."

The kid's going to be selling mud flaps? Doc thought, hadn't told him about that. What kind of stipulations had Lightning agreed to? "Well, he ain't retired yet"

"Maybe not, but I think the point's been made," Jackson drove off, going back to his own team.

"What's this about mud flaps?" Doc asked Lightning.

"About that, I kinda agreed to endorse merchandise for Sterling if this doesn't work out."

"We'll worry about that if we come to it," Doc said to Lightning. "We both know you got a chance at winning this thing."


The Florida 500 was just about to start. Doc was perched on top of his stand when he was startled by an unexpected voice.

"Sure is a far cry from an old country dirt track, ay Hud?" Doc looked down and Smokey was there, along with Lou, River, and Junior. Smokey had gotten them all into the pits.

"Smokey! What are you doing here?"

"Careful, Hud! You don't want to break your concentration!" laughed River.

"How did you guys get here?"

"We simply took a page out of your book, Hud." Smokey said, referencing the time Doc pulled the same trick at the Dinoco 400 tie-breaker. "Between you and me, I think they could use some better security."


For the first part of the race, Lightning was doing fairly well, considering he started last. For some reason, Sterling had elected to stay in the pits and had his own headset. Doc wasn't keen on that, but for Lightning's sake, he chose not to fight it so long as Sterling didn't get in the way.

"At this rate, kid, you're looking at a top 10 finish," Doc was saying into his headset.

"We both know that's not good enough, Doc" Lightning responded.

"Then remember what Smokey taught ya. After all, it'd be a shame for him to come out here and see all the time he invested in you go to waste."

"What? He's here?" Lightning was passing Pit Row, and sure enough, they were all there, cheering him on.

"How about you tell him he's got 3 laps to catch me?" Cruz said excitedly.

Doc went with it. "Think of Cruz out there in front, hot rod. You've got 3 laps to chase her down and pass her."

Lightning tried to visualize that as best he could and went to work trying to chase 'Cruz' down. At that point Sterling wanted Cruz to go back to the Rust-eze Racing Center. He didn't have the same confidence in Lightning the rest of them did and wanted her to start training another racer. Cruz protested, wanting to stay until the race was done, believing Lightning still had a shot. Unfortunately, Doc was privy to their whole conversation, which was getting distracting.

"If you don't mind Mr. Sterling," Doc said in an irritated tone, "If you're gonna talk business, would you mind doing it away from here?"

"Of course, my apologies," Sterling said cordially, "Cruz, I think you have somewhere to be, don't you?"

Disappointed, Cruz started to make her way out. Doc was sorry to see her go, but his attention was immediately drawn back to the track as several cars in front of Lightning were involved in a wreck. For a few moments he couldn't make out where Lightning was, and he felt a slight wave of panic.

"Lightning, are you alright?" Doc worriedly asked over the headset.

"Yeah, yeah, I'm fine," Lightning responded. Doc could just now make him out, weaving though the debris on the track. Lightning had heard Sterling's conversation with Cruz as well and was formulating a plan as he made his way to the pits. "But I need Cruz back here."

"I don't think- " Doc started to say.

"Just do it!" Lighting interrupted.

Knowing it was useless to argue, Doc sent Mater out to bring her back. Luckily, she hadn't gotten too far. Cruz was returning just as Lightning got to the pits. Guido was about to change his tires when Lightning stopped him. "No, not me, her!"

"What?!" Cruz exclaimed.

"Lightning, think about what you're doing," Doc warned.

"I have, Doc," Lightning said earnestly.

That was all Doc needed to hear. "In that case, Guido, Luigi, get her new tires. Sarge, fill her up. Ramone, think you can work your magic?"

"You know I can, Doc!" Ramone said eagerly.

Sterling was not too happy about this change in plan, arguing this move had to be against the rules.

"The rules just say the number has to be out there, they don't say anything about who's got it," Smokey chimed in.

"But what about your career, Mr. McQueen?" Cruz asked, still uncertain about this whole scenario. But Lightning had made up his mind.

"You're a racer, Cruz!" Lightning said with determination. "This is your shot, now take it!" Ramone finished, and Cruz left the pits, joining the rest of the racers out on the track. Now Doc had the task of being her crew chief. Lightning sat next to the stand, eager to see how Cruz would do.

"This is nothing like the simulator!" Doc heard Cruz say over his headset.

"Just keep your head on, you'll be fine. Don't worry about winning, just focus. Remember you were there for most of Lightning's training too. Trust me, he knows what he's doing."


Cruz was still at the back of the main field of racers and was starting to fall behind. "You're gonna want to start moving up at some point," Doc said to her.

"Doc, tell her the School Bus of Death is after her!" Lightning said from below.

"What?" Doc responded. That was the second time he had heard that reference, and he still had no idea what it meant.

"Doc, just tell her!"

He sighed and said flatly, "Fine. The School Bus of Death is after you, Cruz." She seemed to understand what he meant and started to pick up her pace.

"You're gonna have to explain that to me later," Doc said to Lightning.

At another point, Cruz started to hold herself too tightly, perhaps to due to nerves or inexperience. Doc tried to get her to correct it. "I want ya to loosen up, Cruz. You're a little tight out there."

"What?" Cruz was so overwhelmed by everything around her that she didn't quite register what Doc said.

"Doc, tell her she's a fluffy cloud!" Lightning called up to him

This time Doc didn't argue. "Cruz, you're a fluffy cloud," he said as if he understood what he was talking about.

"Oh, right, too tight." Cruz settled down, and Doc could hear her chanting to herself that she was a fluffy cloud.

"That's another one I'm gonna need an explanation on," Doc called down to Lighting.

Cruz was starting to get the hang of it, but slightly lost control on a turn, almost hitting the wall. "Try to anticipate your turns and hold your line," Doc told her.

"Tell her she's on the beach, and all the crabbies have gone night-night!" Lightning said.

That did it. There was no way he could say that with a straight face. "Alright that's it," Doc said as he came down from the stand "Lightning, you're goin' up there."

"Wait, what?"

"You heard me. In the short time you've known each other, you two already have your own language that I can't begin to understand. It's time for you to start teaching her your own tricks. Now take the headset and get up there!" Lightning took a breath, took the headset, and got on the stand.


It didn't take long for Lightning to get comfortable with his new position. Doc watched as a change came over Lightning. As he coached Cruz through the race, Lightning was enthusiastic in a way he hadn't been in almost a year.

"Doc, Smokey, are you guys seeing this?" Lightning called down excitedly.

"We are. You're both doin' great." Doc said and shared a knowing look with Smokey and the others.

Cruz responded well to Lightning's coaching, eventually making her way up to the leaders. She started drafting off Jackson Storm as they got to the last lap, making him frustrated and throwing him off his line. In retaliation, Storm started forcing her into the wall. Lightning worriedly called out to her, and Doc held his breath. Rather than disaster, Doc watched his past play out in front of him, as Cruz pushed off the wall, flipped over Storm, and was able to get ahead of him right before the finish.

"Way to go, Cruz!" Louise called out as the rest of them started cheering. Doc even let out a whoop of excitement. This was probably the most unorthodox race he had ever been party to.