Of course Chick had decided that today of all days was the perfect time to show his hood. What prompted him the aggravating sports car to be driven all the way to Radiator Springs was a mystery to Doc, but he could certainly hazard a guess.

As he exited his trailer, Hicks flashed the waiting paparazzi a winning smile. Momentarily distracted, the press began to swarm the race car, cameras flashing wildly.

Lightning had woken up, presumably from all of the commotion, and was currently standing at the door to the clinic, a sleepy yawn still in progress. Doc quickly drove to his side, intent on removing him from the area before the inevitable disaster occurred.

"Hey, Kid", Doc said as he approached, attempting to block the rookie's view of the commotion behind him. "How about you head down to Flo's for some breakfast? I'll bet Sally's already got a booth for the two of you all set up."

Lightning began to nod, a goofy smile already on his face at the prospect of seeing Sally so soon in the morning. But then Mater lazily drove up to the duo, fresh from the café himself.

"Mornin' Doc, Mornin' McQueen. Say, Doc, ain't that flock o' buzzards out there chattin' up Chick Hicks?"

Lightning's eyes snapped into focus. "What? Hicks? WHat's he doing here?"

"I don't know," Doc said, "but I'm going to find out. ALONE," he growled. blocking Lightning's way when he attempted to pass him. "Lightning, just stay away from that guy. Remember how we talked about being cautious? Lying low in front of the press while we wait for Verte to trip up? The last thing we need right now is some sort of show-down between you two. Just Go to breakfast, and I'll find out what Chick wants."

Even though as he spoke, Doc's anger at the racecar began to boil over. How dare Hicks show his hood around these parts? Doc had only seen him once since his violent actions at the Piston Cup. THe memory of it was enough to make Doc grin; he was positive that Chick had leaked oil when he had cornered him outside the victory party he'd decided to throw himself after the race. Doc had been quite certain that he'd gotten his point across to Hicks, growling not-so-subtle threats concerning steam rollers and Bull tractors, (or just disassembling him for parts). And yet here he stood, mocking Doc in his own front yard. Just what did he hope to accomplish?

Lightning scowled. "Forget it, Doc. He's obviously here to see me, and we both know he won't leave until he does. The quickest way to get rid of him is to just see what he wants, and then send him packing."

Doc knew Lightning was right, but hesitated to allow him to initiate contact with his bold words, Lightning looked exhausted. Hicks was obviously trying to provoke him into doing something stupid, and with the kid not at the top of his game, he just might succeed. Lightning needed a well earned rest, not a confrontation.

"Hey McQueen, it's ten o'clock, buddy! Were you really still sleeping?" Asked Chick in his superior voice. "I've been on the road since five a.m, just to see you, and you're still in dreamland! What a welcome!" Chick laughed obnoxiously, and signalled for the crowd to let him through. They parted rapidly, creating a small lane for Chick as he approached Lightning. Doc wished with all of his might that Lightning wouldn't take Chick's bait, but one glance at the seething racecar behind him told him that hope was futile at this point.

"Well yhea, Hucks, as a matter of fact, I WAS still sleeping. I seem to need a lot more of that since you nearly killed me over a trophy."

Any member of the press who wasn't filming the conversation yet certainly was now. Doc could almost hear their silent appeals for the racecars to fight each other, begging for a juicy story.

Chick's eyes narrowed dangerously. "It's not my fault that you got a little scratched up because you can't stay in one lane, McQueen. That's racing. You get in the way of a champion, you get burned in his wake. everyone knows that.

"Really?" asked Doc skeptically. "Because as far as the review board for the Piston Cup is concerned, what you did out there was the trashiest piece of driving they've ever seen, let alone on the track."

Chick's gaze turned towards Doc instead. "Is that so? Then they must not have heard of the stunt you tried to pull back in '54. Now THAT was trash."

Doc's engine revved in anger. The end of his racing career was still a sore spot for him, especially given what just happened to Lightning.

"Lightning!" Doc yelled in surprise as the red racecar slammed into the green one. Within seconds, Chick was pushed up against Ramone's paint shop. Despite his situation, Chick was laughing.

"What's the problem McQueen? What, are you afraid to hear about how gramps over here disgraced racecars everywhere? Does it bother you that your hero's nothing more than a hypocrite?" The crowed that had followed Hicks had fallen silent, each member of the press getting as close as they dared to the scene,

Despite the many eyes watching him, Lightning never faltered, his gaze trained on Hicks like a radar. "Get out of here, Hicks. Whatever exhaust you're selling, I'm not buying". Lightning gave Hicks one last shove in disgust, and then turned away. As he headed for Flo's, Hicks jeered after him, "Better find yourself a new crew chief, McQueen; your old one's not just talentless, he's also corrupt! I don't care what kind of goody-four-wheels act you and your team are trying to pull, I know the truth, and soon enough, everyone else will too!" Lightning never reacted to this impressive speech, but just continued on his way to breakfast. Doc smiled in approval at his retreating charge, and then turned back to Hicks. He'd be lying if he said that his words hadn't rattled him. He'd have to deal with this quickly so that he could explain things to Lightning, before things got out of hand.

Doc put on a smug grin, "Well now. I think you'd best be on your way, boy. Your 'welcome' has officially expired." to his irritation, Chick grinned back.

"Nah, I think I'll stick around for a while. After all, McQueen and I have a lot of catching up to do! It seems he needs to be educated about certain...events."

Doc gave him a glare that deflated tires on braver cars than Hicks. "Perhaps I wasn't clear enough before. You're leaving. Now. There's not a car in this town that would let you within 10 feet of their property. I give the word, and you'll be arrested for trespassing, no matter where you stand in Radiator Springs. And I believe you'll find that our compound is a lot less comfortable than the motes on route 67. So unless you want to wake up in a junk-yard to our resident tow-truck's snoring, I suggest you move along, son.

Doc had the satisfaction of seeing chick pull a disgusted face as he contemplated the scenario. "All right, Gramps, have it your way." Chick backed off towards his trailer, and the crowd parted for him once again, snapping last minute pictures.

"Tell Lightning I've been banished to the motel in the next town over if he wants to know the truth about "The Fabulous Hudson Hornet!" Chick yelled behind him. The press who had gathered around him apparently took that as a personal invitation, and dashed after Hicks' trailer as if they were racing against him. Only one news crew remained behind,

"Hi there, Claire Eten with ATV news, I was hoping you might save us some time by giving us your version of the "events" that transpired in 1986? Just what was Mr. Hicks referring to?" Doc gave a heavy sigh and turned towards the young Jaguar who was aiming her microphone at him. He really didn't have time for this now. "Look ma'me, I'm sorry to disappoint, but I've got better things to do that hash out the past. So, if you'll excuse me?"

Claire and her team backed off immediately, tripping over their apologies and speeding off in the direction Hicks took.

"Hmmph." Sheriff said, appearing out of nowheres behind Doc's shoulder, "Smart girl. Or maybe she was just one of the reporters you cased off the day Lightning came home!" Sheriff chuckled to himself as Doc groaned. "Say now, did you ever hear from that blackmailing piece o' scrap yet? Thought the tough guy gave you a deadline?"

"Mmm, that he did Sheriff. Perfect timing, isn't it? Just what we need, Lightning overheating over this little drama when we should be on the alert for Dr. Verte. I always knew he was a hot-head, but you'd think that he'd keep his cool long enough to realize that Hicks just wants to cause trouble." Doc heaved a great sigh. "But he was right about one thing though. I owe Lightning an explanation. And I suppose I'd better get it over with sooner rather than later."

Sheriff eyed him curiously. "You mean that guy actually had something on ya?"

"Yup." Doc didn't elaborate. It might not make a difference now, but he was certain Lightning should be the first to know. Over the last few months, Lightning had made it quite clear just how much he respected Doc, and Doc had done everything in his power to earn that respect; training the kid, helping him heal, and giving tough love where it was necessary. Even though it was so long ago, Doc knew that this would put the bond that they had forged into jeopardy, He had tried to forget about the past, not that he deserved the peace of mind, but because it was important not go back to the dark place he had been in. And if he was honest with himself, he was a little afraid.

All of his friends who had known him for years had only just adjusted to him being a once famous race car. How would they react when they discovered he was no better than Chick Hicks?

There was only one way to find out.

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"And then Hicks asked us to tell you that he'd be up in the hotel on route 67 if ya decide that you'd like to chat again. After that, he drove off all fancy-like and took all them reporters with him too."

Lightning sighed. "Thanks Mater."

"Well, are you gunna go?" Mater asked,

Lighting shook his head. "He's not worth it Mater."

"But what about all o'them mean things he was saying about Doc? Ain't you gunna set him straight? Tell him how Doc ain't a corrupt hypa- hipo- well a bad driver?"

But Lightning shook his head. "It wouldn't prove anything to have me go down there and call him a liar, Mater. We need to just ignore him for now and then we'll get him the next time we meet on the track."

Doc smiled in approval. Maybe Lightning wasn't such a hot head after all. He continued to watch the two chat from the entrance at Flo's diner, quietly filling Sally in about what happened this morning. He spared her most of the details, but told her enough to warn her Lightning would be in a bad mood at the moment, and an even worse one once he was done talking to him.

"But Doc, Mater has a point there. Isn't he just going to smear your name in the mud more unless you address the issue?" Sally asked with worry. "If you'd like we could sue him for slander, but I'm afraid the damage will have already been done by then."

Doc shook his head. "I'm afraid it's not just slander, Sally. I'm not sure how much Chick knows, but I'm convinced he knows enough about what happened to ruin my reputation. It's too late to stop him, and the only thing I can do now is explain myself to everybody...and hope for forgiveness.

Sally's eyes began to fill with tears. "Oh Doc, no matter what it was, we'll always be on your side. Don't you doubt it for a second!"

Doc looked away, his expression resigned. "We'll see, M'dear. We'll see," And with that he left the safety of the entrance, and for the second time in his life, went to receive judgement for his past actions.

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"Now before I begin" Doc said, leading Lightning away to his garage so that they could have some privacy, "I need you to understand that nothing that I can never forgive myself for what I've done in the past. What I'm about to tell you...well, it's bad, son. I'm not as good as everyone thinks I am, or maybe as I pretend to be. But I am not the same car as I was back then. For years, I wished that I could take back what I did, but I couldn't, so there was no choice for me but to move on. And...while Hicks might be a worthless piece of metal, he was right today. I am a hypocrite." Lightning didn't interrupt Doc's speech, but merely waited for him to continue, looking away from Doc as he spoke. In some ways, this made it easier for Doc, but he couldn't help but feel like Lightning was already turning away from him for good.

"Back...Back after I crashed, I spent months in a garage, just like you. I was broken up on the outside, being put together piece by piece, but on the inside I was fired up and ready to go. Every day, the newspaper had new updates about the marathon that was going to take place, the one that I was supposed to participate in. I knew that if I wanted to enter, I would have to heal fast. So I spent every day building up my stamina, getting a little bit stronger, until I was finally able to leave the garage. I never once thought that after everything that had happened, they wouldn't keep a spot open for me."

Lightning nodded. He knew this part of the tale, Doc had told him once before that he had been rejected because he was "all washed up". But Doc kept going, his words coming out more slowly, as if every syllable was painful.

"I...had been replaced. My sponsor had found a new representative, and my manager had jumped right on the bandwagon. His name was Farley Ree, a bright young kid with a lot of talent. He was the latest...rookie. No matter how much I tried, I couldn't convince them to take me back. Farley was the next big thing, and nothing was going to change their minds. I even tried to challenge him to a race, one on one, but the rookie didn't want to waste his time with me, or so he said. I was convinced he was just too afraid to face me, that he knew I was better and didn't want to give up his fast track to fame and fortune. But I knew that I needed that chance, so...I waited. I waited until he was alone, after training one night. I thought..that I could convince him to race me. Maybe even give up my manager and sponsor. But the kid just laughed at me, I don't know what it was exactly that set me off, but at some point, I snapped."

Lightning's eyes widened in shock, turning towards Doc for the first time. "You...attacked him?"

Doc shook his head. "No, I destroyed him. Never gave him a chance to fight back. I was ruthless, and didn't know when to quit. I barely remember any of it to be honest, just his screams, and the wreck that I left behind.

"Did he,,,survive?" Lightning asked hesitantly, his voice low and wobbly. It was Doc's turn to look away. He could see the Lightning was upset. More so than he'd imagined. He had been prepared for anger. But this...disappointment. The tears on Lightning's face that made him look so much younger. He was crushing his boy...just like he had crushed Farley.

"I wouldn't call it survival myself." Doc grimaced. "That car, What I did to him...He never drove again, let alone raced. I had damaged his engine so badly that it was almost beyond repair. Because he was just starting out, he couldn't afford a decent doctor. If only one had gotten to him in time, maybe he would have a better quality of life now. But as it is, Farley never got out of that hospital."

Lightning's mouth was agape, staring in horror at his mentor and friend. "But..how are you not impounded? Doc, that's a huge crime...Weren't you caught?" Doc stared directly ahead of him, refusing to look at Lightning. "Oh I was. But I never got what I deserved. Not really. My father was able to hush the whole thing up, play it off as if I was just defending myself, like Farley had made the first move. Back then I had thought it was a blessing to have a judge as a daddy...Now I realize that it was the worse thing that could have happened to me."

Though Doc knew there was nothing funny about the situation, he found himself giving a little chuckle. "After the worst part of my life, things really started to look up for me. I never wanted to race again, not that they would ever take me back anyways, so I began to train as a Doctor. The only way I could live with myself after that was to fix up broken cars. In every one of them, I imagined that I was putting Farley back together, making up for what I had done...But I knew it was never enough. I couldn't live with myself there, so I left. I traveled from town to town, but everywhere I went all anyone could talk about was racing, and that thrice damned Piston Cup. I couldn't stand it. Finally, I wound up here, In Radiator Springs. Everything was slower here..more peaceful and quiet. While I was never able to forgive myself. But after a while...I guess I must have been able to forget...Until you came along that is. Stirring up trouble like a whirlwind, and I suppose you know the rest," Doc finished.

There was a long silence between them.

"So...Is that everything?" Lightning asked.

"That's everything." Agreed Doc.

Another pause.

"I...can't…..I….need...to go. For a drive. Right now."

Doc nodded. "And I'm guessing you don't want company?"

Lightning hesitated before answering. "No...No I don't." Doc could hear him drive to the door before he stopped. "Are you going to tell the others? The rst of the town?"

Doc never hesitated. "Yes. They have a right to know, same as you. I can't keep them from this."

Lightning's tone was suddenly full of acid. "Because it will all come out soon anyways. Because Chick knows, and he's going to tell everyone."

"Lightning, I know I should have handled things differently-"

"Oh, like what, Doc? What would you have done differently? Would you have told us the truth from the beginning, or would you have just covered your tracks better so that it never would have come up in the first place?"

"Heck no, Lightning, I never would have touched Farley in the first place! I would have backed down! I would have-

"Because it seems to me," Lightning carried on, his voice getting louder and more unstable as he went on, "That if Hicks hadn't come to town, you would have kept this little secret your whole life! You've known these people for years! DECADES! And they don't have the slightest clue who you are! How many other secrets do you have under that hood, Doc? First you hide that you're a racecar, and then you hide that you're a criminal! What next? HOW are they ever going to trust you again?" And then in a much more subdued voice, "How am I supposed to trust you again?" Shaking his head in disgust, Lightning backed out of the garage. Doc waited a moment, and then raced after him. "Lightning! Wait, Lightning! JUST WAIT THERE ONE MINUTE AND LISTEN!" But Doc could see Lightning was through. He turned back and gave Doc a long hard look. "Doc, I've been doing nothing but listening since I came back into town. And in all that time, you couldn't find a moment to tell me the truth. I'm done listening, old man." And with that, Lightning sped off down the main road, leaving Doc to watch as he grew further and further away, turning off on the highway and disappearing.