He had driven for three hours, stopping only to refuel at a Dinoco Station.

Motorpolis was in Las Vegas, which meant it was at least a 7 hour drive to and back. Mcqueen had tried to call Mack, but he was sleeping, and Mater had vanished. So he had no choice to go on his own.

The solitude of the drive gave him a lot of time to think about his duel.

He was so excited. The entire experience was being hyped up in his mind. His current imagining of the scenario featured a massive colosseum, in which he would enter the arena to thousands of cheering fans….

…And then Chick would enter, and all the fans would collectively boo, the HTB sponsor tent being the lone exception.

The sensation of fuel sloshing around in his tank made him all giddy inside, though he was already giddy to begin with.

This duel was going to absolutely be worth staying up all night for!

Absolutely...

Somewhere in that thought, an unspoken emotion sat.…. His engine started to feel heavy...

Before he could stew in it further, a familiar sound revved a short distance away. It was the sound of Mater's engine.

"Lightnin!' What are you doin' up and about these parts?" the tow truck smiled as he approached.

Mcqueen laughed, it was always a joy to see his best friend, "I could ask the same for yourself,"

"Ah, you know me! Can't help but go on a late night drive every now and again,"

Mcqueen stared blankly at his grinning friend, "We're miles away from Radiator Springs,"

"Yea, so...?"

The red race car was silent for a moment, unable to think of a response.

"...Anyway! So I heard you was out traveling to Motoropolis for yer fancy duel!"

"That I am!"

"An' I was thinking….that maybe….its not such a good idea,"

What? Mcqueen's eyes nearly bulged out of his frame. This had to be a joke. He waited for the tow truck to laugh.

…Suffice to say, he did not,

"Why are you lookin' at me like you've seen the Ghostlight? Don't tell me THAT thing is around…."

"Are you kidding me?" McQueen felt dizzy, "You think I came out all this way to NOT race?"

"Welll…. eh….." Mater struggled to think. How could he convince his friend on the matter, "Chick is not exactly the nicest guy to lose to,"

"I'm not GOING to lose," Mcqueen spat, "I can't believe you just said that to me,"

"Well, don't you think this is at least a little suspicious? He sent an invite to a race that HE set up…. And we both know he cheats all the time!"

"He does NOT," Mcqueen rolled his eyes, "After all, I always beat him,"

"Cheating counts even if you don't win," Mater retorted.

The pump shook once, indicating that it was finished refueling. Finally.

"Anyway. It was nice to see you, but I got to go," Mcqueen started pulling away.

"No! Wait!" Mater shouted, "It's dangerous!"

"Oh quit being sissy!"

Mater felt as much as he saw his hope slipping away from his tires, "Dad-gum it, buddy! You need to listen to me!"

In response, the red racer took off into the moonlit horizon. As he slowly but surely disappeared from the gas station, Mater felt nothing but dread..

"No…. I can't give up...not yet..." he murmured.

The tow truck drove onto the highway, in pursuit of his friend.

He knew he couldn't stop him, but he at least had to try.