AN: Cars 3 spoilers? Kind of but not really? I promise other characters are coming eventually.

This was rough, not going to lie.


Lightning sat on the steps that lead from Doc's garage up into the house. Eye level with the Hudson emblem on the grill of the '51 Hornet, he stared, silent and red eyed at the cobalt vehicle before him. Sunlight filtered in from the partially opened garage doors, backlighting the classic car in gold and glinting off every angle and curve. The chrome was immaculate, the whitewalls pristine. Doc had loved that car.

Lightning wanted to be sick.

Why. Why couldn't he have come to Radiator Springs sooner. Why couldn't Doc have stayed in the racing world so they could have crossed paths earlier.

The Piston Cup Hall of Fame had asked if there was anything Lightning would like to contribute. He'd forced himself, with the help of everyone, to go through some of Doc's old personal racing effects to be donated to the museum in North Carolina.

They'd asked specifically for the Hudson Hornet.

Over my dead body. Lightning thought spitefully. He sniffed faintly in a pitiful attempt to keep another bout of tears at bay.

How dare they.

He wasn't about to let this car sit and rust in some museum while people oohed and awwed over it and spoke about Doc as if they knew him.

He reached out and traced over the shieldlike emblem with his fingers, a knot forming in his throat as he did. Lightning's voice was a hoarse whisper.

"I miss you, Dad."

A long shadow moved on the floor and Lightning glanced around the end of the car, half expecting Doc to be walking into the garage to chastise him for his behavior.

But that wasn't possible.

He was startled by who he did see, though.

"Smokey?"

"Hey, kid."

Lightning mentally cursed himself, looking like a child crying on the steps. He hastily dried his eyes, trying to be subtle as he stood to shake the older man's hand. "What are you doing here?"

"Came to check up on you." He gestured over his shoulder, and Lightning wasn't sure if he was comforted or irritated that it reminded him of Doc.

"Sheriff gave me a call." He paused, sighing. "I heard about them asking for some of Hud's stuff."

"They're not getting this car."

Smokey held a hand up in appeasement. "I agree with you..."

He looked over the Hornet, and Lightning couldn't begin to imagine the thoughts running through the old crew chief's head. How many hours had he spent on that car, fine tuning the engine and making sure it was in peak condition? How long had he spent hammering out the damage to the frame and cleaning sand out of the filters and intakes?

"He really loved this car." Smokey finally spoke.

"Is this the one that-"

" '54? Yeah. I kept telling him we could see about a new one after the accident, but he'd refused."

"How long did it take?"

Smokey stared at the car, shaking his head. "Months. I did what I could when Jesse was still recuperating." He frowned. "But I'd been forced to go back to work with my garage since he wasn't racing."

"You weren't always involved with the Piston Cup?" Lightning studied him, almost looking for similarities now. Small gestures, even the cadence of his speech seemed reminiscent of Doc. Maybe that was wishful thinking.

"No." He shook his head again. "I'd left home and started a garage by the time I was 18. In '50 Jesse asked if I wanted a steady job with this new sport he was getting involved in."

"He was that confident?"

Smokey grinned ruefully. "No. I knew Jesse well enough to know when he was putting up a front. He was good, don't get me wrong, but he was totally alone and in need of a team."

Lightning fell silent, thinking over what he'd just learned as they stood in front of the Hudson. His brow furrowed.

"Why do you call him Hud?"

Smokey seemed to snap out of his own thoughts then. "Drivers on the track started calling him Hud and I guess I picked it up. He tolerated it but I'm not sure he ever really cared for it."

"But you called him that anyway?"

"He was fun to antagonize." He smirked.

Lightning grinned faintly, if a little wistfully. "Yeah."

A strained and somewhat painful silence fell over them. Lightning had so many questions but didn't know where to start. There were so many things he'd wanted to know about Doc but had never gotten around to asking. Now it was too late. The next best thing was second hand stories and different opinions than what Doc might have given him. He frowned at that, glaring once more at the car in front of him as if it could give him the answers he was looking for. If engines could talk.

A question he'd thought of many times sprang to mind, he figured Smokey would know.

"Was he related to the Hudson Motor family?"

He was surprised at the bark of laughter he received in response.

"Jesse was certainly not related to the Hudson Motor Company. That was some coincidence, though." Smokey leaned one hand against the Hornet. "He'd signed up to his very first race out of desperation. Kid was flat broke and the purse was $500."

"What?"

"Yeah." Smokey nodded with a fond smile. "He borrowed my car and smoked the field. After that he took a trip to Michigan and pitched a deal to the Hudson Motor Car Company and was granted a car. For free, mind you, as long as he could prove he could win with it."

Lightning stared, that seemed too...Hollywood.

Smokey could tell he thought as much. "All true. They used his success on the track to sell a hell of a lot of cars."

They fell silent once more and Lightning felt a sense of unease he couldn't quite place. "You seem to know him pretty well, even aside from racing."

"Well I'd hope so."

Lightning's brow furrowed again and it took a moment for Smokey to interpret his expression. He huffed in realization.

"Hell, son. He was my kid brother."

It seemed to take a moment to sink in, but when it did, Lightning's face paled and his eyes welled up against his will. He threw his arms around the other.

"Woah- easy-..." Smokey muttered, at a loss. He hugged the boy (because that's what he was, a boy) tightly. "I know..."

"I just miss him so much."

With a heavy hearted sigh, Smokey stepped back. "I know, kid. Believe me, I know."

Lightning looked away and took in a shuddering breath as he regained his composure. He felt absolutely ridiculous, he barely knew this man.

But he was Doc's brother.

"So, you called him Hud just to irritate him?"

"Same way he refused to call me Smokey."

Lightning grinned hesitantly. "I'm sorry, what is-?"

"Henry. Henry Hudson." He clapped Lightning on the shoulder. "We gotta lot to catch up on."