AN: Cars 3 Spoilers, but kind of general knowledge...I've only seen it once so some of this might be a little different than the movie.

Thank you all SO MUCH for all the reviews! This has taken over as my second most commented fic!

"Are you going to sit here and pout all afternoon?"

"I'm not pouting."

"Yeah...ok. Well when you're done with...whatever it is you're doing, the Rust-eze brothers were hoping you'd call."

Lightning looked up at Sally with a sullen expression from the extra firm hotel chair he'd been occupying all afternoon, legs stretched in front of him and his arms rested on either arm rest.

"I just-...I don't know any of those guys out there Sal."

"Well." Sally sighed, sitting on the bed beside the chair. "That's the monster of progress, bigger shinier, faster."

"I miss the guys..."

It had started with Jr. Last fall, with the last race completed, and the annual bonfire and celebration weekend well underway in Radiator Springs, he'd pulled the group aside.

"I'm callin' it, guys. I won't be racing Piston next season."

They hadn't even tried to talk him out of it. Lightning knew the extent of the injuries his friend had dealt with in the last 12 months. Racing wasn't the easy sport so many claimed it was. They'd talked for hours, leaning against the bed of Bobby's truck, reminiscing, speculating who would take over #8, and just letting the news sink in.

Cal's announcement to retire had startled him, he'd rushed through the pits to find the Dinoco hauler loading up the baby blue stock car as Cal stood beside it with his arms crossed.

"What're you doing? You've had some good races lately-"

He'd shrugged with a wistful smile. "It's just time...too many younger guys comin' up..."

Bobby's replacement had been a slap in the face. Lightning had been standing in the #95 pit space, suit half on when he saw Bobby leaning against the wall.

"Um, yo- Swift! Shouldn't you be getting suited up?"

"Nope." He stood with his arms crossed, sunglasses shielding his expression.

"What's going on?"

"I don't drive for #19."

"What?"

"Yeah, got the call about 20 minutes ago. They've moved on to the next kid in line."

Lightning's stomach had turned violently.

He'd been distracted the entire race, and was extremely tired of seeing the sleek #2.0 (what a stupid number) ahead to his right.

Lightning had climbed out of his car afterward, ignoring the giant screens broadcasting the interviews from the winner circle. He'd tossed his helmet through the window onto the driver's seat and slapped his baseball cap against his thigh in frustration as he passed the rest of the crew. Mater had only wanted to help, and Lightning felt even worse for snapping at him in response.

"I wish I knew how t' help, bud...but I think Doc woulda understood how you're feelin' better than anyone of us right now..."

"Yeah, Mater?" He'd tossed the paper cup of water in the trash with a little more force than necessary as he passed. "I'm sure he would've."

As if he hadn't felt bad enough over it, he'd gotten an earful from Sally later.

He'd hung up the phone and sunk further into the chair, pinching the bridge of his nose.

"Everything ok?"

"Yeah...I guess." Lightning sighed. "They just wanted to see if there was anything they could do..."

"Maybe you should try out one of those simulators..."

"Those are ridiculous."

"What about those pit training weekends we read about?"

"I dunno-"

"It probably wouldn't hurt to at least have someone with experience in the pit-"

"I am not hiring a new crew chief." He'd practically hissed.

She'd only watched him with a frown briefly before getting up from where she'd been sitting.

"That's not what I was suggesting. Don't start pushing us all away either."

He'd closed his eyes as she went to get ready, mentally kicking himself over that little exchange as well. Getting up, he followed after her and leaned against the wall as she stood in front of the over sized mirror, pinning her hair up.

"I'm sorry, Sal. I just...nothing's the same anymore."

She met his eyes through the reflection in the mirror, speaking around the bobbi pin she held in her teeth. "Times change, Stickers...sometimes we have to change with them."

"What if we don't want to?"

Placing the last hair pin in place, she turned around to face him fully. "Then we either make the best of it, or move on."

Lightning wrinkled his nose, attempting some levity despite the situation. "Well I don't like it."

"No one said you had to." She gave him a quick kiss and turned him around, herding him toward the door. "Go win us a 10th place."

"Very funny, Sal."

He normally liked night races, he liked the change in atmosphere, but anymore he was just getting tired.

"See you on the track, Champ."

Lightning felt his shoulders tense and his hands curl into fists as Storm passed him getting to his own pit space.

"Stickers."

He blinked and looked toward Sally, surprised to see her beside him. "Huh?"

"Stop letting him into your head."

"I'm not-"

"Please." She gave him a look. "You look like you're about to go slash his tires."

"Do I have time?" He asked, looking up at the clock.

She slapped his arm. "Stickers!"

He grinned and shrugged, reaching for his helmet. "What? Keeping up with the times, right?"

Once the race was underway he'd had one goal in mind. All he'd wanted out of this was to finish in the top ten, until of course Storm had shown up. He'd glared down the IGNTR logo for three laps before deciding 10th wouldn't be enough.

He wasn't expecting to not even finish the race.

The last thing he remembers is thinking that the track is not supposed to be above him.